EXHIBIT 10.47

                         VERTICAL COMPUTER SYSTEMS, INC.
                            PLACEMENT AGENT AGREEMENT

                                                    Dated as of: August 16, 2001
Westrock Advisors, Inc.
230 Park Avenue
Floor 9
New York, NY  10169

Ladies and Gentlemen:

         The  undersigned,   Vertical   Computer   Systems,   Inc.,  a  Delaware
corporation (the "COMPANY"),  Westrock  Advisors,  a New York Corporation,  (the
"PLACEMENT  AGENT")  and  Cornell  Capital  Partners,  LP,  A  Delaware  Limited
Partnership (the "INVESTOR") hereby agree as follows:

         1. OFFERING.  The Company hereby engages the Placement  Agent to act as
its  exclusive  placement  agent in  connection  with the Equity  Line of Credit
Agreement  dated  the date  hereof,  (the  "EQUITY  LINE OF  CREDIT  AGREEMENT")
pursuant to which the Company shall issue and sell to the Investor, from time to
time, and the Investor  shall  purchase from the Company (the  "OFFERING") up to
Ten  Million  Dollars  ($  10,000,000)  of  the  Company's   common  stock  (the
"COMMITMENT AMOUNT"), par value $.00001 per share (the "COMMON STOCK"), at price
per share  equal to the  Purchase  Price,  as that term is defined in the Equity
Line of Credit  Agreement.  Pursuant to the terms hereof,  the  Placement  Agent
shall render consulting  services to the Company with respect to the Equity Line
of Credit  Agreement and shall be available for  consultation in connection with
the  advances  to be  requested  by the  Company  pursuant to the Equity Line of
Credit Agreement.

         All  capitalized  terms used herein and not  otherwise  defined  herein
shall have the same  meaning  ascribed  to them as in the Equity  Line of Credit
Agreement. The Investor will be granted certain registration rights with respect
to the Common Stock as more fully set forth in the Registration Rights Agreement
between the Company and the  Investor  dated the date hereof (the  "REGISTRATION
RIGHTS  AGREEMENT").  The  documents to be executed and  delivered in connection
with the Offering,  including,  but not limited,  to this Agreement,  the Equity
Line of Credit  Agreement,  the Registration  Rights  Agreement,  and the Escrow
Agreement with First Union National Bank (the "ESCROW AGREEMENT"),  are referred
to sometimes hereinafter collectively as the "OFFERING MATERIALS." The Company's
Common Stock is  sometimes  referred to  hereinafter  as the  "SECURITIES."  The
Placement  Agent shall not be obligated to sell any Securities and this Offering
by the Placement Agent shall be solely on a "best efforts basis."


<PAGE>

         2. COMPENSATION.


            A. Upon the  execution of this  Agreement the Company shall issue to
the  Placement  Agent or its designee an amount  equal to five hundred  thousand
(500,000)  shares of the Company's  Common Stock  (collectively,  the "PLACEMENT
AGENT'S  SHARES  "). The  Placement  Agent  shall be  entitled  to  "piggy-back"
registration rights triggered upon registration of any shares of Common Stock by
the  Investor  with  respect to the  Placement  Agent's  Shares  pursuant to the
Registration Rights Agreement dated the date hereof.

         3. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PLACEMENT AGENT.

            A.  The  Placement  Agent  represents,  warrants  and  covenants  as
follows:

                (i) The Placement  Agent has the  necessary  power to enter into
this Agreement and to consummate the transactions contemplated hereby .

                (ii) The execution  and delivery by the Placement  Agent of this
Agreement and the consummation of the transactions  contemplated herein will not
result in any  violation  of, or be in conflict  with,  or  constitute a default
under, any agreement or instrument to which the Placement Agent is a party or by
which the Placement Agent or its properties are bound, or any judgment,  decree,
order or, to the Placement Agent's  knowledge,  any statute,  rule or regulation
applicable to the Placement Agent. This Agreement when executed and delivered by
the Placement Agent, will constitute the legal, valid and binding obligations of
the Placement  Agent,  enforceable in accordance  with their  respective  terms,
except  to the  extent  that (a) the  enforceability  hereof or  thereof  may be
limited by bankruptcy,  insolvency,  reorganization,  moratorium or similar laws
from time to time in effect and affecting the rights of creditors generally, (b)
the enforceability hereof or thereof is subject to general principles of equity,
or (c) the  indemnification  provisions  hereof or thereof  may be held to be in
violation of public policy.

                (iii) Upon receipt and execution of this Agreement the Placement
Agent will  promptly  forward  copies of this  Agreement  to the  Company or its
counsel and the Investor or its counsel.

                (iv) The Placement Agent will not intentionally  take any action
that it reasonably  believes  would cause the Offering to violate the provisions
of the  Securities  Act of 1933,  as amended  (the "1933 ACT"),  the  Securities
Exchange  Act of 1934 (the "1934 ACT"),  the  respective  rules and  regulations
promulgated  there under (the "RULES AND  REGULATIONS") or applicable "Blue Sky"
laws of any state or jurisdiction.

                (v) The  Placement  Agent  will use all  reasonable  efforts  to
determine  (a) whether the Investor is an  Accredited  Investor and (b) that any
information furnished by the Investor is true and accurate.  The Placement Agent
shall have no  obligation  to insure  that (x) any check,  note,  draft or other
means of payment  for the  Common  Stock will be  honored,  paid or  enforceable
against  the  Investor  in  accordance  with its  terms,  or (y)  subject to the
performance  of the  Placement  Agent's  obligations  and  the  accuracy  of the
Placement Agent's representations and warranties hereunder,  (1) the Offering is
exempt  from the  registration  requirements  of the 1933 Act or any  applicable
state "Blue Sky" law or (2) the Investor is an Accredited Investor.


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<PAGE>

                (vi) The Placement Agent is a member of the National Association
of Securities Dealers, Inc., and is a broker-dealer registered as such under the
1934 Act and under the  securities  laws of the  states in which the  Securities
will be offered or sold by the  Placement  Agent  unless an  exemption  for such
state  registration is available to the Placement  Agent. The Placement Agent is
in  compliance  with  all  material  rules  and  regulations  applicable  to the
Placement Agent generally and applicable to the Placement Agent's  participation
in the Offering.

         4. REPRESENTATIONS AND WARRANTIES OF THE COMPANY.

            A. The Company represents and warrants as follows:

                  (i) The  execution,  delivery and  performance of each of this
Agreement,  the Equity Line of Credit Agreement,  the Escrow Agreement,  and the
Registration Rights Agreement has been or will be duly and validly authorized by
the Company and is, or with respect to this Agreement, the Equity Line of Credit
Agreement,  the Escrow Agreement, and the Registration Rights Agreement will be,
a valid and binding agreement of the Company, enforceable in accordance with its
respective  terms,  except to the extent that (a) the  enforceability  hereof or
thereof may be limited by bankruptcy, insolvency, reorganization,  moratorium or
similar laws from time to time in effect and  affecting  the rights of creditors
generally,  (b) the  enforceability  hereof or  thereof  is  subject  to general
principles of equity or (c) the indemnification provisions hereof or thereof may
be held to be in  violation  of  public  policy.  The  Securities  to be  issued
pursuant to the transactions  contemplated by this Agreement and the Equity Line
of Credit  Agreement have been duly  authorized and, when issued and paid for in
accordance  with  (x) this  Agreement,  the  Equity  Line of  Agreement  and the
certificates/instruments  representing  such  Securities,  (y) will be valid and
binding  obligations  of the  Company,  enforceable  in  accordance  with  their
respective terms,  except to the extent that (1) the enforceability  thereof may
be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws
from time to time in effect and affecting the rights of creditors generally, and
(2) the  enforceability  thereof is subject to general principles of equity. All
corporate action required to be taken for the  authorization,  issuance and sale
of the Securities has been duly and validly taken by the Company.

                  (ii) The Company has a duly authorized, issued and outstanding
capitalization  as set forth herein and in the Equity Line of Credit  Agreement.
The  Company is not a party to or bound by any  instrument,  agreement  or other
arrangement  providing  for it to issue any  capital  stock,  rights,  warrants,
options or other securities, except for this Agreement, the agreements described
herein and as described in the Equity Line of Credit  Agreement,  dated the date
hereof  and  the  agreements  described  therein.  All  issued  and  outstanding
securities of the Company,  have been duly authorized and validly issued and are
fully paid and non-assessable;  the holders thereof have no rights of rescission
or  preemptive  rights  with  respect  thereto  and are not  subject to personal
liability  solely  by  reason  of  being  security  holders;  and  none  of such
securities  were issued in violation of the preemptive  rights of any holders of
any security of the Company. As of the date hereof, the authorized capital stock
of the  Company  consists of  1,000,000,000  shares of Common  Stock,  par value
$.00001  per share of which  579,723,956  shares of Common  Stock are issued and
outstanding,  and 2,050,000  shares of preferred  stock par value $.001 of which
82,200 shares are issued and outstanding.

                  (iii) The Common  Stock to be issued in  accordance  with this
Agreement and the Equity Line of Credit  Agreement has been duly  authorized and
when issued and paid for in accordance with this  Agreement,  the Equity Line of


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<PAGE>

Credit  Agreement  and the  certificates/instruments  representing  such  Common
Stock,  will be validly  issued,  fully-paid  and  non-assessable;  the  holders
thereof will not be subject to personal liability solely by reason of being such
holders;  such  Securities  are not and will not be  subject  to the  preemptive
rights of any holder of any security of the Company.

                  (iv) The  Company has good and  marketable  title to, or valid
and enforceable  leasehold  estates in, all items of real and personal  property
necessary to conduct its business  (including,  without limitation,  any real or
personal property stated in the Offering  Materials to be owned or leased by the
Company), free and clear of all liens, encumbrances,  claims, security interests
and defects of any material nature whatsoever, other than those set forth in the
Offering Materials and liens for taxes not yet due and payable.

                  (v) There is no litigation or governmental  proceeding pending
or, to the best of the Company's knowledge, threatened against, or involving the
properties  or  business  of the  Company,  except as set forth in the  Offering
Materials.

                  (vi)  The  Company  has been  duly  organized  and is  validly
existing as a corporation  in good  standing  under the laws of the State of New
York. Except as set forth in the Offering Materials, the Company does not own or
control,   directly  or  indirectly,  an  interest  in  any  other  corporation,
partnership,  trust, joint venture or other business entity. The Company is duly
qualified  or licensed  and in good  standing as a foreign  corporation  in each
jurisdiction   in  which  the   character  of  its   operations   requires  such
qualification or licensing and where failure to so qualify would have a material
adverse effect on the Company. The Company has all requisite corporate power and
authority,  and all material and necessary  authorizations,  approvals,  orders,
licenses,  certificates  and  permits  of and from all  governmental  regulatory
officials  and bodies  (domestic  and  foreign) to conduct its  businesses  (and
proposed  business) as described in the Offering  Materials.  Any disclosures in
the Offering  Materials  concerning the effects of foreign,  federal,  state and
local  regulation  on the  Company's  businesses  as currently  conducted and as
contemplated  are correct in all  material  respects  and do not omit to state a
material fact.  The Company has all corporate  power and authority to enter into
this Agreement,  the Equity Line of Credit  Agreement,  the Registration  Rights
Agreement,  and the Escrow Agreement, to carry out the provisions and conditions
hereof and  thereof,  and all  consents,  authorizations,  approvals  and orders
required in connection  herewith and therewith have been  obtained.  No consent,
authorization or order of, and no filing with, any court,  government  agency or
other body is  required by the Company  for the  issuance of the  Securities  or
execution and delivery of the Offering  Materials except for applicable  federal
and state  securities laws. The Company,  since its inception,  has not incurred
any  liability  arising  under or as a result of the  application  of any of the
provisions of the 1933 Act, the 1934 Act or the Rules and Regulations.

                  (vii)  There  has  been  no  material  adverse  change  in the
condition or prospects of the Company,  financial or otherwise,  from the latest
dates as of which such  condition or prospects,  respectively,  are set forth in
the Offering Materials,  and the outstanding debt, the property and the business
of the Company  conform in all  material  respects to the  descriptions  thereof
contained in the Offering Materials.

                  (viii)  Except as set  forth in the  Offering  Materials,  the
Company is not in breach of, or in default  under,  any term or provision of any
material indenture, mortgage, deed of trust, lease, note, loan or Equity Line of
Credit  Agreement or any other  material  agreement or instrument  evidencing an
obligation for borrowed money, or any other material  agreement or instrument to


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<PAGE>

which  it is a party or by  which  it or any of its  properties  may be bound or
affected.  The Company is not in  violation  of any  provision of its charter or
by-laws or in violation of any franchise,  license, permit, judgment,  decree or
order, or in violation of any material statute, rule or regulation.  Neither the
execution  and delivery of the Offering  Materials  nor the issuance and sale or
delivery of the  Securities,  nor the  consummation  of any of the  transactions
contemplated  in the Offering  Materials nor the  compliance by the Company with
the terms and provisions hereof or thereof, has conflicted with or will conflict
with,  or has  resulted  in or will  result in a breach of, any of the terms and
provisions  of, or has  constituted or will  constitute a default under,  or has
resulted in or will result in the creation or imposition of any lien,  charge or
encumbrance  upon any property or assets of the Company or pursuant to the terms
of any indenture,  mortgage, deed of trust, note, loan or any other agreement or
instrument  evidencing an obligation for borrowed  money, or any other agreement
or  instrument to which the Company may be bound or to which any of the property
or assets of the Company is subject except (a) where such default,  lien, charge
or encumbrance  would not have a material  adverse effect on the Company and (b)
as  described  in the  Offering  Materials;  nor will such action  result in any
violation  of the  provisions  of the  charter or the by-laws of the Company or,
assuming  the  due  performance  by  the  Placement  Agent  of  its  obligations
hereunder,  any  material  statute or any  material  order,  rule or  regulation
applicable  to the  Company of any court or of any  foreign,  federal,  state or
other regulatory authority or other government body having jurisdiction over the
Company.

                  (ix) Subsequent to the dates as of which  information is given
in  the  Offering  Materials,  and  except  as may  otherwise  be  indicated  or
contemplated  herein or  therein  and the  securities  offered  pursuant  to the
Securities  Purchase  Agreement  dated the date hereof,  the Company has not (a)
issued any  securities  or  incurred  any  liability  or  obligation,  direct or
contingent,  for borrowed money, or (b) entered into any transaction  other than
in the ordinary course of business, or (c) declared or paid any dividend or made
any  other  distribution  on or in  respect  of its  capital  stock.  Except  as
described in the Offering Materials,  the Company has no outstanding obligations
to any officer or director of the Company.

                  (x)  There  are no  claims  for  services  in the  nature of a
finder's or origination  fee with respect to the sale of the Common Stock or any
other  arrangements,  agreements or understandings that may affect the Placement
Agent's  compensation,  as determined by the National  Association of Securities
Dealers, Inc.

                  (xi) The  Company  owns or  possesses,  free and  clear of all
liens or  encumbrances  and rights  thereto or  therein  by third  parties,  the
requisite  licenses  or  other  rights  to use all  trademarks,  service  marks,
copyrights,  service  names,  trade  names,  patents,  patent  applications  and
licenses necessary to conduct its business (including,  without limitation,  any
such  licenses or rights  described in the Offering  Materials as being owned or
possessed by the Company)  and,  except as set forth in the Offering  Materials,
there is no claim or action by any person pertaining to, or proceeding,  pending
or threatened, which challenges the exclusive rights of the Company with respect
to any  trademarks,  service  marks,  copyrights,  service  names,  trade names,
patents,  patent  applications and licenses used in the conduct of the Company's
businesses (including, without limitation, any such licenses or rights described
in the Offering Materials as being owned or possessed by the Company) except any
claim or action that would not have a material  adverse  effect on the  Company;
the Company's  current  products,  services or processes do not infringe or will
not infringe on the patents currently held by any third party.




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<PAGE>

                  (xii)  Except as  described  in the  Offering  Materials,  the
Company  is not  under  any  obligation  to pay  royalties  or fees of any  kind
whatsoever  to any third party with respect to any  trademarks,  service  marks,
copyrights,  service names, trade names, patents, patent applications,  licenses
or technology it has developed, uses, employs or intends to use or employ, other
than to their respective licensors.

                  (xiii) Subject to the  performance  by the Placement  Agent of
its obligations  hereunder and the offer and sale of the Securities  comply, and
will continue to comply in all material  respects with the  requirements of Rule
506 of  Regulation  D  promulgated  by the SEC  pursuant to the 1933 Act and any
other  applicable  federal  and state laws,  rules,  regulations  and  executive
orders.  Neither the Offering  Materials nor any amendment or supplement thereto
nor any documents  prepared by the Company in connection  with the Offering will
contain any untrue  statement  of a material  fact or omit to state any material
fact required to be stated therein or necessary to make the statements  therein,
in light of the  circumstances  under which they were made, not misleading.  All
statements of material  facts in the Offering  Materials are true and correct as
of the date of the Offering Materials.

                  (xiv) All  material  taxes which are due and payable  from the
Company  have been  paid in full or  adequate  provision  has been made for such
taxes on the books of the Company  except for those taxes disputed in good faith
the Company does not have any tax  deficiency or claim  outstanding  assessed or
proposed against it.

                  (xv) None of the Company nor any of its  officers,  directors,
employees or agents, nor any other person acting on behalf of the Company,  has,
directly  or  indirectly,  given or agreed to give any  money,  gift or  similar
benefit (other than legal price  concessions to customers in the ordinary course
of  business)  to any  customer,  supplier,  employee  or agent of a customer or
supplier,  or official or employee of any governmental agency or instrumentality
of any government  (domestic or foreign) or any political party or candidate for
office  (domestic  or foreign) or other person who is or may be in a position to
help or hinder the business of the Company (or assist it in connection  with any
actual or  proposed  transaction)  which (A) might  subject  the  Company to any
damage  or  penalty  in  any  civil,  criminal  or  governmental  litigation  or
proceeding, or (B) if not given in the past, might have had a materially adverse
effect on the assets,  business or operations of the Company as reflected in any
of the financial statements  contained in the Offering Materials,  or (C) if not
continued in the future, might adversely affect the assets, business, operations
or prospects of the Company in the future.

         5. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE INVESTOR.

            A. The Investor represents, warrants and covenants as follows:

                (i) The  Investor  has the  necessary  power to enter  into this
Agreement  and to consummate  the  transactions  contemplated  hereby.

                (ii)  The  execution  and  delivery  by  the  Investor  of  this
Agreement and the consummation of the transactions  contemplated herein will not
result in any  violation  of, or be in conflict  with,  or  constitute a default
under,  any agreement or instrument to which the Investor is a party or by which
the Investor or its properties are bound, or any judgment,  decree, order or, to
the  Investor's  knowledge,  any statute,  rule or regulation  applicable to the
Investor.  This  Agreement  when executed and  delivered by the  Investor,  will
constitute the legal, valid and binding obligations of the Investor, enforceable
in accordance  with their  respective  terms,  except to the extent that (a) the
enforceability  hereof or  thereof  may be limited  by  bankruptcy,  insolvency,


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reorganization,  moratorium  or  similar  laws from  time to time in effect  and
affecting the rights of creditors  generally,  (b) the enforceability  hereof or
thereof is subject to general  principles of equity, or (c) the  indemnification
provisions hereof or thereof may be held to be in violation of public policy.

                (iii) The Investor will promptly  forward  copies of any and all
due diligence questionnaires compiled by the Investor to the Placement Agent.

         6.       CERTAIN COVENANTS AND AGREEMENTS OF THE COMPANY.

         The Company covenants and agrees at its expense and without any expense
to the Placement Agent as follows:

            A. To advise the Placement  Agent of any material  adverse change in
the Company's financial  condition,  prospects or business or of any development
materially  affecting the Company or rendering untrue or misleading any material
statement in the Offering Materials occurring at any time as soon as the Company
is either informed or becomes aware thereof.

            B. To use its  commercially  reasonable  efforts to cause the Common
Stock  issuable in connection  with the Equity Line of Credit to be qualified or
registered for sale on terms  consistent  with those stated in the  Registration
Rights  Agreement and under the  securities  laws of such  jurisdictions  as the
Placement  Agent  and the  Investor  shall  reasonably  request.  Qualification,
registration  and  exemption  charges  and fees  shall  be at the sole  cost and
expense of the Company.

            C. Upon  written  request,  to provide  and  continue to provide the
Placement  Agent and the Investor copies of all quarterly  financial  statements
and audited annual financial statements prepared by or on behalf of the Company,
other reports prepared by or on behalf of the Company for public  disclosure and
all documents delivered to the Company's stockholders.

            D. To  deliver,  during the  registration  period of the Equity Line
Credit  Agreement,  to the Placement Agent upon the Placement  Agent's  request,
within forty five (45) days,  a statement of its income for each such  quarterly
period, and its balance sheet and a statement of changes in stockholders' equity
as of the end of such quarterly period, all in reasonable  detail,  certified by
its  principal  financial or  accounting  officer;  (ii) within ninety (90) days
after the close of each fiscal year,  its balance  sheet as of the close of such
fiscal  year,  together  with a statement  of income,  a statement of changes in
stockholders'  equity and a statement  of cash flow for such fiscal  year,  such
balance sheet, statement of income, statement of changes in stockholders' equity
and statement of cash flow to be in reasonable  detail and accompanied by a copy
of the  certificate  or  report  thereon  of  independent  auditors  if  audited
financial  statements are prepared;  and (iii) a copy of all documents,  reports
and information  furnished to its  stockholders at the time that such documents,
reports and information are furnished to its stockholders.

            E. To comply with the terms of the Offering Materials.

            F. To ensure that any transactions  between or among the Company, or
any of its officers,  directors and affiliates be on terms and  conditions  that
are no less favorable to the Company,  than the terms and conditions  that would
be available in an "arm's length" transaction with an independent third party.



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         7. INDEMNIFICATION.

            A. The Company  hereby  agrees that it will  indemnify  and hold the
Placement   Agent  and  each  officer,   director,   shareholder,   employee  or
representative of the Placement Agent and each person controlling, controlled by
or under common  control with the Placement  Agent within the meaning of Section
15 of the  1933  Act or  Section  20 of the  1934  Act or the  SEC's  Rules  and
Regulations promulgated there under (the "RULES AND REGULATIONS"), harmless from
and  against  any  and all  loss,  claim,  damage,  liability,  cost or  expense
whatsoever (including, but not limited to, any and all reasonable legal fees and
other  expenses and  disbursements  incurred in connection  with  investigating,
preparing to defend or defending any action,  suit or proceeding,  including any
inquiry or investigation, commenced or threatened, or any claim whatsoever or in
appearing  or  preparing  for  appearance  as a witness in any  action,  suit or
proceeding,  including any inquiry, investigation or pretrial proceeding such as
a deposition)  to which the Placement  Agent or such  indemnified  person of the
Placement  Agent may become  subject under the 1933 Act, the 1934 Act, the Rules
and Regulations, or any other federal or state law or regulation,  common law or
otherwise,  arising  out of or based  upon (i) any untrue  statement  or alleged
untrue  statement  of a  material  fact  contained  in  (a)  Section  4 of  this
Agreement,  (b) the Offering Materials (except those written statements relating
to the Placement  Agent given by an indemnified  person for inclusion  therein),
(c) any application or other document or written  communication  executed by the
Company or based upon written information  furnished by the Company filed in any
jurisdiction  in order to qualify  the Common  Stock under the  securities  laws
thereof,  or any state  securities  commission  or agency;  (ii) the omission or
alleged omission from documents  described in clauses (a), (b) or (c) above of a
material fact required to be stated  therein or necessary to make the statements
therein not  misleading;  or (iii) the breach of any  representation,  warranty,
covenant or agreement made by the Company in this Agreement. The Company further
agrees that upon demand by an  indemnified  person,  at any time or from time to
time, it will promptly  reimburse such indemnified  person for any loss,  claim,
damage,  liability,  cost  or  expense  actually  and  reasonably  paid  by  the
indemnified  person as to which the Company has indemnified such person pursuant
hereto.  Notwithstanding  the foregoing  provisions of this Paragraph  6(A), any
such payment or reimbursement by the Company of fees,  expenses or disbursements
incurred by an indemnified person in any proceeding in which a final judgment by
a court of competent  jurisdiction  (after all appeals or the expiration of time
to appeal) is entered  against the Placement  Agent or such  indemnified  person
based upon specific finding of fact that the Placement Agent or such indemnified
person's gross negligence or willful  misfeasance will be promptly repaid to the
Company.

            B. The Placement Agent hereby agrees that it will indemnify and hold
the Company and each officer, director, shareholder,  employee or representative
of the  Company,  and each person  controlling,  controlled  by or under  common
control  with the  Company  within the  meaning of Section 15 of the 1933 Act or
Section  20 of the 1934 Act or the  Rules  and  Regulations,  harmless  from and
against any and all loss, claim, damage,  liability,  cost or expense whatsoever
(including,  but not  limited  to, any and all  reasonable  legal fees and other
expenses and disbursements incurred in connection with investigating,  preparing
to defend or defending any action, suit or proceeding,  including any inquiry or
investigation,  commenced or threatened, or any claim whatsoever or in appearing
or preparing  for  appearance  as a witness in any action,  suit or  proceeding,
including  any  inquiry,   investigation  or  pretrial   proceeding  such  as  a
deposition) to which the Company or such  indemnified  person of the Company may
become subject under the 1933 Act, the 1934 Act, the Rules and  Regulations,  or
any other federal or state law or regulation,  common law or otherwise,  arising


                                       8
<PAGE>

out of or based upon (i) the  conduct of the  Placement  Agent or its  officers,
employees or  representatives  in its acting as Placement Agent for the Offering
or (ii)  the  material  breach  of any  representation,  warranty,  covenant  or
agreement  made by the  Placement  Agent in this  Agreement  (iii)  any false or
misleading  information  provided to the Company by one of the Placement Agent's
indemnified persons.

            C. The Investor  hereby  agrees that it will  indemnify and hold the
Placement   Agent  and  each  officer,   director,   shareholder,   employee  or
representative of the Placement Agent, and each person  controlling,  controlled
by or under  common  control  with the  Placement  Agent  within the  meaning of
Section  15 of the 1933 Act or  Section  20 of the  1934  Act or the  Rules  and
Regulations,  harmless  from  and  against  any and  all  loss,  claim,  damage,
liability,  cost or expense whatsoever  (including,  but not limited to, any and
all  reasonable  legal fees and other  expenses  and  disbursements  incurred in
connection with investigating, preparing to defend or defending any action, suit
or proceeding, including any inquiry or investigation,  commenced or threatened,
or any claim whatsoever or in appearing or preparing for appearance as a witness
in any action,  suit or  proceeding,  including  any inquiry,  investigation  or
pretrial  proceeding  such as a deposition) to which the Placement Agent or such
indemnified person of the Placement Agent may become subject under the 1933 Act,
the 1934 Act, the Rules and  Regulations,  or any other  federal or state law or
regulation,  common  law or  otherwise,  arising  out of or  based  upon (i) the
conduct of the Investor or its  officers,  employees or  representatives  in its
acting as the  Investor  for the  Offering  or (ii) the  material  breach of any
representation,  warranty,  covenant or  agreement  made by the  Investor in the
Offering  Materials  (iii) any false or misleading  information  provided to the
Placement Agent by one of the Investor's indemnified persons.

            D. The Placement Agent hereby agrees that it will indemnify and hold
the Investor and each officer, director, shareholder, employee or representative
of the  Investor,  and each person  controlling,  controlled  by or under common
control  with the  Investor  within the meaning of Section 15 of the 1933 Act or
Section  20 of the 1934 Act or the  Rules  and  Regulations,  harmless  from and
against any and all loss, claim, damage,  liability,  cost or expense whatsoever
(including,  but not  limited  to, any and all  reasonable  legal fees and other
expenses and disbursements incurred in connection with investigating,  preparing
to defend or defending any action, suit or proceeding,  including any inquiry or
investigation,  commenced or threatened, or any claim whatsoever or in appearing
or preparing  for  appearance  as a witness in any action,  suit or  proceeding,
including  any  inquiry,   investigation  or  pretrial   proceeding  such  as  a
deposition) to which the Investor or such indemnified person of the Investor may
become subject under the 1933 Act, the 1934 Act, the Rules and  Regulations,  or
any other federal or state law or regulation,  common law or otherwise,  arising
out of or based upon (i) the  conduct of the  Placement  Agent or its  officers,
employees  or  representatives  in its  acting  as the  Placement  Agent for the
Offering or (ii) the material breach of any representation,  warranty,  covenant
or agreement made by the Placement  Agent in this  Agreement  (iii) any false or
misleading  information provided to the Investor by one of the Placement Agent's
indemnified persons.

            E.  Promptly  after  receipt  by an  indemnified  party of notice of
commencement  of any action covered by Section 6(A),  (B), (C) or (D), the party
to be indemnified shall,  within five (5) business days, notify the indemnifying
party of the commencement  thereof; the omission by one (1) indemnified party to


                                       9
<PAGE>

so notify the indemnifying party shall not relieve the indemnifying party of its
obligation to indemnify any other  indemnified  party that has given such notice
and shall not relieve the  indemnifying  party of any liability  outside of this
indemnification  if not  materially  prejudiced  thereby.  In the event that any
action is brought against the indemnified  party, the indemnifying party will be
entitled to participate  therein and, to the extent it may desire, to assume and
control  the  defense  thereof  with  counsel  chosen by it which is  reasonably
acceptable to the indemnified party. After notice from the indemnifying party to
such  indemnified  party of its election to so assume the defense  thereof,  the
indemnifying  party  will not be liable to such  indemnified  party  under  such
Section  6(A),  (B),  (C), or (D) for any legal or other  expenses  subsequently
incurred by such indemnified  party in connection with the defense thereof,  but
the  indemnified  party may, at its own expense,  participate in such defense by
counsel  chosen by it,  without,  however,  impairing the  indemnifying  party's
control  of  the  defense.   Subject  to  the  proviso  of  this   sentence  and
notwithstanding  any other  statement  to the  contrary  contained  herein,  the
indemnified  party or  parties  shall  have the right to choose its or their own
counsel  and  control  the  defense  of any  action,  all at the  expense of the
indemnifying  party if,  (i) the  employment  of such  counsel  shall  have been
authorized in writing by the  indemnifying  party in connection with the defense
of  such  action  at  the  expense  of  the  indemnifying  party,  or  (ii)  the
indemnifying  party shall not have employed counsel  reasonably  satisfactory to
such  indemnified  party to have charge of the  defense of such action  within a
reasonable  time  after  notice of  commencement  of the  action,  or (iii) such
indemnified  party or parties shall have reasonably  concluded that there may be
defenses available to it or them which are different from or additional to those
available  to one  or  all  of the  indemnifying  parties  (in  which  case  the
indemnifying  parties  shall not have the right to direct  the  defense  of such
action on behalf of the  indemnified  party or parties),  in any of which events
such  fees  and  expenses  of one  additional  counsel  shall  be  borne  by the
indemnifying party; provided, however, that the indemnifying party shall not, in
connection with any one action or separate but substantially  similar or related
actions in the same jurisdiction  arising out of the same general allegations or
circumstance,  be liable for the  reasonable  fees and expenses of more than one
separate  firm of attorneys  at any time for all such  indemnified  parties.  No
settlement of any action or  proceeding  against an  indemnified  party shall be
made without the consent of the indemnifying party.

            F. In  order to  provide  for just  and  equitable  contribution  in
circumstances in which the indemnification  provided for in Section 6(A) or 6(B)
is due in accordance  with its terms but is for any reason held by a court to be
unavailable  on grounds of policy or  otherwise,  the Company and the  Placement
Agent shall contribute to the aggregate losses,  claims, damages and liabilities
(including  legal or other expenses  reasonably  incurred in connection with the
investigation  or defense of same) which the other may incur in such  proportion
so that the  Placement  Agent  shall be  responsible  for  such  percent  of the
aggregate of such losses,  claims,  damages and  liabilities  as shall equal the
percentage of the gross  proceeds  paid to the  Placement  Agent and the Company
shall be responsible for the balance;  provided,  however, that no person guilty
of fraudulent  misrepresentation within the meaning of Section 11(f) of the 1933
Act shall be entitled to contribution from any person who was not guilty of such
fraudulent  misrepresentation.  For  purposes of this Section  6(F),  any person
controlling,  controlled by or under common control with the Placement Agent, or


                                       10
<PAGE>

any partner,  director,  officer,  employee,  representative or any agent of any
thereof,  shall have the same rights to  contribution as the Placement Agent and
each person controlling,  controlled by or under common control with the Company
within  the  meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act
and each officer of the Company and each  director of the Company shall have the
same rights to contribution  as the Company.  Any party entitled to contribution
will,  promptly after receipt of notice of commencement  of any action,  suit or
proceeding  against such party in respect of which a claim for  contribution may
be made against the other party under this Section 6(D),  notify such party from
whom contribution may be sought,  but the omission to so notify such party shall
not relieve the party from whom  contribution  may be sought from any obligation
they may have hereunder or otherwise if the party from whom  contribution may be
sought is not  materially  prejudiced  thereby.  The indemnity and  contribution
agreements  contained in this Section 6 shall remain operative and in full force
and  effect  regardless  of  any  investigation  made  by or on  behalf  of  any
indemnified person or any termination of this Agreement.

         8. PAYMENT OF EXPENSES.

         The Company  hereby  agrees to bear all of the  expenses in  connection
with the Offering,  including,  but not limited to the  following:  filing fees,
printing and duplicating  costs,  advertisements,  postage and mailing  expenses
with respect to the transmission of Offering  Materials,  registrar and transfer
agent fees,  escrow agent fees and expenses,  fees of the Company's  counsel and
accountants, issue and transfer taxes, if any.

         9. CONDITIONS OF CLOSING

         The  Closing  shall  be  held at the  offices  of the  Investor  or its
counsel.  The  obligations of the Placement  Agent hereunder shall be subject to
the  continuing  accuracy of the  representations  and warranties of the Company
herein as of the date hereof and as of the Date of Closing (the "CLOSING  DATE")
with  respect to the  Company  as if it had been made on and as of such  Closing
Date;  the  accuracy  on and as of the  Closing  Date of the  statements  of the
officers  of the  Company  made  pursuant  to the  provisions  hereof;  and  the
performance  by the Company on and as of the Closing Date of its  covenants  and
obligations hereunder and to the following further conditions:

            A. Upon the effectiveness of a registration  statement  covering the
Equity Line of Credit  Agreement,  the Placement Agent shall receive the opinion
of Counsel to the Company,  dated as of the date thereof, which opinion shall be
in form and substance reasonably satisfactory to the Investor, their counsel and
the Placement Agent.

            B. At or prior to the Closing,  the Placement  Agent shall have been
furnished such documents, certificates and opinions as it may reasonably require
for the purpose of enabling them to review or pass upon the matters  referred to
in this  Agreement  and the  Offering  Materials,  or in order to  evidence  the
accuracy, completeness or satisfaction of any of the representations, warranties
or conditions herein contained.

            C. At and  prior  to the  Closing,  (i)  there  shall  have  been no
material  adverse change nor development  involving a prospective  change in the
condition or prospects or the business  activities,  financial or otherwise,  of
the Company from the latest dates as of which such condition is set forth in the
Offering  Materials;  (ii)  there  shall  have been no  transaction,  not in the
ordinary course of business except the  transactions  pursuant to the Securities
Purchase  Agreement  entered into by the Company which has not been disclosed in
the Offering Materials or to the Placement Agent in writing; (iii) except as set
forth in the Offering  Materials,  the Company shall not be in default under any
provision of any instrument relating to any outstanding indebtedness for which a


                                       11
<PAGE>

waiver or extension has not been otherwise received; (iv) except as set forth in
the Offering Materials,  the Company shall not have issued any securities (other
than those to be issued as provided in the  Offering  Materials)  or declared or
paid any dividend or made any distribution of its capital stock of any class and
there shall not have been any change in the indebtedness (long or short term) or
liabilities or  obligations  of the Company  (contingent or otherwise) and trade
payable  debt;  (v) no material  amount of the assets of the Company  shall have
been pledged or mortgaged,  except as indicated in the Offering  Materials;  and
(v) no action, suit or proceeding,  at law or in equity,  against the Company or
affecting any of its  properties  or  businesses  shall be pending or threatened
before  or by  any  court  or  federal  or  state  commission,  board  or  other
administrative  agency,  domestic or foreign,  wherein an unfavorable  decision,
ruling or finding could materially adversely affect the businesses, prospects or
financial  condition  or  income  of the  Company,  except  as set  forth in the
Offering Materials.

            D. At Closing,  the Placement  Agent shall receive a certificate  of
the Company signed by an executive officer and chief financial officer, dated as
of the  applicable  Closing,  to the  effect  that the  conditions  set forth in
subparagraph  (C) above  have been  satisfied  and  that,  as of the  applicable
closing,  the representations and warranties of the Company set forth herein are
true and correct.

         10. TERMINATION.

         This Agreement  shall be co-terminus  with, and terminate upon the same
terms and conditions as those set forth in, the Equity Line of Credit Agreement.
The  rights  of the  Investor  and the  obligations  of the  Company  under  the
Registration  Rights  Agreement,  and the rights of the Placement  Agent and the
obligations  of the Company  shall  survive the  termination  of this  Agreement
unabridged.

         11. MISCELLANEOUS.

            A. This  Agreement  may be executed  in any number of  counterparts,
each of which shall be deemed to be an  original,  but all which shall be deemed
to be one and the same instrument.

            B. Any notice  required or permitted to be given  hereunder shall be
given in writing  and shall be deemed  effective  when  deposited  in the United
States mail, postage prepaid, or when received if personally  delivered or faxed
(upon  confirmation  of receipt  received by the sending  party),  addressed  as
follows:

If to Placement Agent, to:               Westrock Advisors, Inc.
                                         230 Park Avenue
                                         Floor 9
                                         New York, NY  10169
                                         Attention:  David Barrus
                                         Telephone:  (800) 325-6195
                                         Facsimile:    (212) 922-1522

With a copy to





                                       12
<PAGE>

If to the Company, to:                   Vertical Computer Systems, Inc.
                                         6336 Wilshire Boulevard
                                         Los Angeles, CA  90048
                                         Attention:  Richard Wade, President
                                         Telephone:  (323) 658-4211
                                         Facsimile:   (323) 658-4223

With a copy to:                          Kirkpatrick & Lockhart, LLP
                                         Miami Center - 20th Floor
                                         201 South Biscayne Boulevard
                                         Miami, FL 33131-2399
                                         Attention: Clayton E. Parker, Esq.
                                         Telephone: (305) 539-3306
                                         Facsimile: (305) 358-7095

If to the Investor:                      Cornell Capital Partners, LP
                                         101 Hudson Street - Suite 3606
                                         Jersey City, NJ 07302
                                         Attention: Mark A. Angelo
                                         Portfolio Manager
                                         Telephone: (201) 985-8300
                                         Facsimile: (201) 985-8266

With Copies to:                          Butler Gonzalez LLP
                                         1000 Stuyvesant Avenue , Suite No. 6
                                         Union, NJ 07083
                                         Attention: David Gonzalez, Esq.
                                         Telephone: (908) 810-8588
                                         Facsimile: (908) 810-0973

or to such other address of which written notice is given to the others.

            C. This Agreement shall be governed by and construed in all respects
under the laws of the State of New York,  without  reference  to its conflict of
laws rules or principles. Any suit, action, proceeding or litigation arising out
of or relating to this Agreement shall be brought and prosecuted in such federal
or state  court or courts  located  within the State of New York as  provided by
law.  The  parties  hereby  irrevocably  and  unconditionally   consent  to  the
jurisdiction  of each such court or courts  located within the State of New York
and to service of  process by  registered  or  certified  mail,  return  receipt
requested,  or by any other  manner  provided  by  applicable  law,  and  hereby
irrevocably and unconditionally  waive any right to claim that any suit, action,
proceeding  or litigation  so commenced  has been  commenced in an  inconvenient
forum.



                                       13
<PAGE>

            D. This Agreement and the other agreements referenced herein contain
the entire  understanding  between the parties hereto and may not be modified or
amended except by a writing duly signed by the party against whom enforcement of
the modification or amendment is sought.

            E. If any provision of this Agreement shall be held to be invalid or
unenforceable,  such invalidity or  unenforceability  shall not affect any other
provision of this Agreement.



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                                       14
<PAGE>

         IN WITNESS WHEREOF,  the parties hereto have executed this Agreement as
of the date first written above.

                                    COMPANY:
                                    VERTICAL COMPUTER SYSTEMS, INC.

                                    By:
                                          --------------------------------------
                                    Name:  Richard Wade
                                    Title: President


                                    PLACEMENT AGENT:
                                    WESTROCK ADVISORS, INC.

                                    By:
                                          --------------------------------------
                                    Name:
                                    Title:

                                    INVESTOR:
                                    CORNELL CAPITAL PARTNERS, LP

                                    By: Yorkville Advisors, LLC
                                    Its: General Partner


                                    By:
                                          --------------------------------------
                                    Name:  Mark A. Angelo
                                    Title: Portfolio Manager



                                       15