Exhibit 10.66

                             ASSET PLEDGE AGREEMENT


                                                          Date: October 31, 2001


TO:  Robert Farias


PLEDGE OF ASSET

      To induce you Robert Farias, a Texas resident, 513 Sunrise Trail, Dripping
Springs,  Texas 78620 (hereinafter "You"), to provide the services to facilitate
the sale of that certain  property of Adhesive  Software,  Inc.  pursuant to the
Service Agreement, dated, October 31, 2001, to us as evidenced by our Promissory
Note by and between  VERTICAL  COMPUTER  SYSTEMS,  INC., a Delaware  corporation
("Company") and you in that amount dated the date of this Agreement (hereinafter
the  "Asset  Pledge  Agreement"),  and  payable to your  order  pursuant  to the
schedule set forth therein (the "Note",  which term will include any  amendments
thereto and  substitutions  therefor),  and in consideration of your services in
facilitating the sale of that certain property of Adhesive  Property pursuant to
the Services  Agreement,  and to secure  payment of all amounts  owing under the
Note and  this  Asset  Pledge  Agreement  and  performance  of all of our  other
obligations  under  the  Note  and  under  this  Asset  Pledge  Agreement,   the
undersigned  hereby  pledge  to you and grant you a  security  interest  in that
certain  technology  developed  by Adhesive  Software  and known as  "siteflash"
(hereinafter the "Siteflash Technology") .

DEFINITION OF COLLATERAL;

      The term  "Collateral"  means (i) the Siteflash  Technology,  and (ii) any
cash,  securities  or other  property  paid or  otherwise  distributed  on, with
respect to, or in exchange for any  Collateral.  Upon  default  under this Asset
Pledge Agreement,  you may at any time transfer the Collateral into your name or
the name of your nominee.

WARRANTIES

      We hereby warrant to you that:

     a.     The Company is duly incorporated and validly existing under the laws
            of the State of Delaware;

     b.     We have  taken  all  necessary  corporate  action to  authorize  the
            execution,  delivery and performance of this Asset Pledge  Agreement
            and the Note, which constitute our legally binding obligations;

PROHIBITION ON TRANSFER OF COLLATERAL

      We agree that we will not sell,  transfer,  assign or encumber  any of our
rights  in  any  of the  Collateral  or  grant  any  rights  in or to any of the
Collateral except pursuant to this Asset Pledge Agreement.  Notwithstanding  the
foregoing,  you  acknowledge  and agree that,  provided we are not in Default of
this  Agreement,  we shall have the express  right (a) in our sole and  absolute
discretion,  to commercially exploit the Siteflash Technology, in any manner, or
refrain  therefrom and to enter into any contracts with respect thereto;  (b) to
collect,   receive,   and  retain  any  revenues  derived  from  our  commercial
exploitation of the Siteflash Technology for our own benefit.


                             ASSET PLEDGE AGREEMENT
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FURTHER ASSURANCES

      We will, at our expense, take or cause to be taken such action and execute
and deliver or cause to be executed and delivered such additional agreements and
documents as you may request in connection  with this Asset Pledge  Agreement or
any of  the  Collateral  or to  perfect  your  security  interest  in any of the
Collateral,  including, without limitation, delivering any Collateral to you and
executing and filing financing and other statements under the Uniform Commercial
Code in  effect  in any  state;  and we  hereby  authorize  you to sign any such
agreement or document or statement on our behalf and to file any such  statement
with or without our signature.


DEFAULT

      Upon a default under any of the provisions of the Note, or if any warranty
by us hereunder is  incorrect,  or if we fail to perform any of our  obligations
under this  Agreement  (any such default or breach of warranty or failure  being
herein called "a default under this Asset Pledge  Agreement"),  you may, without
notice,  take such action as you deem advisable with respect to the  Collateral,
including,  without  limitation,  selling  any of the  Collateral  at  public or
private sale on such terms as you deem appropriate;  and you are also authorized
as our  attorney-in-fact  to endorse or otherwise  effect the transfer of any of
the Collateral. At any such sale you may be the purchaser.

REMEDIES; ORDER OF PURSUIT

      You shall not be  required  to resort to or pursue  any of your  rights or
remedies  under or with respect to any other  agreement or any other  collateral
before  pursuing  any of  your  rights  or  remedies  under  this  Asset  Pledge
Agreement.  You may  pursue  your  rights  and  remedies  in such  order  as you
determine, and the exercise by you of any right or remedy will not preclude your
exercising any other right or remedy.

DELAY; WAIVER

      The failure or delay by you in exercising any of your rights  hereunder or
with  respect  to the  Note or any  other  collateral  securing  the Note in any
instance shall not  constitute a waiver  thereof in that or any other  instance.
You may waive your rights only by an instrument in writing signed by you.

EXPENSES

      We agree to pay on demand (a) all expenses (including, without limitation,
legal fees and disbursements) incurred by you in connection with the negotiation
and  preparation  of this Asset  Pledge  Agreement  and the  perfection  of your
security  interest in any of the  Collateral,  and (b) all expenses of enforcing
the provisions of this Asset Pledge Agreement and your rights against any of the
Collateral,  including, without limitation,  expenses and fees of legal counsel,
court costs and the cost of appellate proceedings.

WHERE TO MAKE PAYMENTS

      All  payments  under this Asset Pledge  Agreement  shall be made in lawful
currency of the United States of America in immediately  available  funds at the
address as provided in the Note,  or in such other manner or at such other place
as you shall designate in writing.


                             ASSET PLEDGE AGREEMENT
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NOTICES

      Unless otherwise specified,  all notices or other communications  required
herein  must be in writing  and will be deemed to have been duly  served if hand
delivered,  sent by first class mail  postage  prepaid and  properly  addressed,
return  receipt  requested,  or sent by  overnight  delivery.  Notices  shall be
delivered  to the  address  of each  party as set  forth  above or as  otherwise
designated by the  respective  party,  as the case may be. All notices to Farias
shall be addressed to Robert Farias at 3436 Verdugo Road,  Suite 250,  Glendale,
CA 91208.

GOVERNING LAW; AGENT FOR SERVICE OF PROCESS

      This Asset Pledge Agreement and your rights and our obligations  hereunder
shall be governed by and  construed in  accordance  with the law of the State of
California. You and we agree that any legal action or proceeding with respect to
this  Asset  Pledge  Agreement  or any of the  Collateral  may be brought in the
courts of the State of California  and of the United States having  jurisdiction
in the County of Los Angeles and State of California  and for the purpose of any
such legal action or proceeding,  shall be subject to the exclusive jurisdiction
of such  courts.  For  purposes of any  proceeding  involving  this Asset Pledge
Agreement,  we hereby  irrevocably  appoint Gary L. Blum,  Esq.,  3278  Wilshire
Blvd., #603, Los Angeles,  CA 90010, our agent to receive service of process for
us and on our behalf.

      We will at all times  maintain  an agent to receive  service of process in
California,  on our behalf with respect to this Asset Pledge  Agreement,  and in
the event that,  for any reason,  the agent named above or any  successor  agent
shall no longer serve as our agent to receive  service of process in California,
we shall promptly appoint a successor and advise you thereof.

AMENDMENT

      This  Asset  Pledge  Agreement  may only be amended  by an  instrument  in
writing signed by you and us.


                                    Very truly yours,

                                     PLEDGEE

                                    ROBERT FARIAS

                                    ------------------------------------------
                                    By


                                     PLEDGOR

                  AGREED:
                                    VERTICAL COMPUTER SYSTEMS, INC.

                                    /s/ Richard Wade
                                    ------------------------------------------
                                    By: Richard Wade, President




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