**CODE
      OF BUSINESS CONDUCT AND ETHICS**


**FOR**


**VERTICAL
      COMPUTER SYSTEMS, INC.**






**Introduction**




This
      Code
      of Ethics is established pursuant to Section 406 of the Sarbanes-Oxley Act
      of
      2002, which requires that Vertical Computer Systems, Inc. (the “Company”) to
      establish a code of ethics Vertical Computer Systems, Inc. (the “Company”) is
      committed to the highest standards of legal and ethical conduct. This Code
      of
      Business Conduct and Ethics (the “Code”) sets forth the Company’s policies with
      respect to the way we conduct ourselves individually and operate our business.
      The provisions of this Code are designed to deter wrongdoing and to promote
      honest and ethical conduct among our employees, officers and
      directors.




In
      the
      course of performing our various roles in the Company, each of us will encounter
      ethical questions in different forms and under a variety of circumstances.
      Moments of ethical uncertainty may arise in our dealings with fellow employees
      of the Company, with customers, or with other parties such as government
      entities or members of our community. In achieving the high ground of ethical
      behavior, compliance with governmental laws is not enough. Our employees should
      never be content with simply obeying the letter of the law, but must also strive
      to comport themselves in an honest and ethical manner. This Code provides clear
      rules to assist our employees, directors and officers in taking the proper
      actions when faced with an ethical dilemma.




The
      reputation of the Company is our greatest asset and its value relies on the
      character of its employees. In order to protect this asset, the Company will
      not
      tolerate unethical behavior by employees, officers or directors. Those who
      violate the standards in this Code will be subject to disciplinary action.
      If
      you are concerned about taking an action that may violate the Code or are aware
      of a violation by another employee, an officer or a director, follow the
      guidelines set forth in Sections 10 and 11 of this Code.




This
      Code
      applies equally to all employees, officers and directors of the Company. All
      references to employees contained in this Code should be understood as referring
      to officers and directors as well.




**1.**  **Compliance
      with Laws, Rules and Regulations**




Company
      policy requires that the Company, as well as all employees, officers and
      directors of the Company, comply fully with both the spirit and the letter
      of
      all laws, rules and regulations. Whenever an applicable law, rule or regulation
      is unclear or seems to conflict with either another law or any provision of
      this
      Code, all employees, officers and directors are urged to seek clarification
      from
      their supervisor, the appropriate compliance official or the Chief Executive
      Officer. See Section 11 for contact information. Beyond mere compliance with
      the
      law, we should always conduct our business with the highest standards of honesty
      and integrity - wherever we operate.









**2.**  **Conflicts
      of Interest**




Every
      employee has a primary business responsibility to the Company and must avoid
      conflicts of interest. A conflict of interest arises when an employee takes
      actions or enters into relationships that oppose the interests of the Company,
      harm the Company’s reputation or interfere with the employee’s performance or
      independent judgment when carrying out any actions on behalf of the Company.
      The
      Company strictly prohibits its employees from taking any action or entering
      into
      any relationship, personal or professional that creates, or even appears to
      create, a conflict of interest.




Conflicts
      of interest that may arise and use their best efforts to avoid the conflict.
      A
      conflict situation can arise when a director, officer or employee takes actions
      or has interests that may make it difficult to perform his or her work for
      the
      Company objectively and effectively. Conflicts of interests may also arise
      when
      a director, officer or employee, or a member of his or her family, receives
      an
      improper personal benefit as a result of his or her position with the Company.
      It may be a conflict of interest for a director, officer or employee to work
      simultaneously for a competitor, customer or supplier. The best policy is to
      avoid any direct or indirect business connection with our customers, suppliers
      or competitors, except on our behalf. Employees must be sensitive to
      potential




In
      particular, except as provided below, no director, officer or employee
      shall:




·
            be
                a consultant to, or a director, officer or employee of, or otherwise
                operate an outside business that:




Ø
            markets
                products or services in competition with our current or potential
                products
                and services;




Ø
            supplies
                products or services to the Company;
                or




Ø
            purchases
                products or services from the
                Company;




·
            accept
                any personal loan or guarantee of obligations from the Company, except
                to
                the extent such arrangements have been approved by the Chief Executive
                Officer and are legally permissible;
                or




·
            conduct
                business on behalf of the Company with immediate family members,
                which
                include your spouse, children, parents, siblings and persons sharing
                your
                same home whether or not legal
                relatives.




Directors,
      officers and employees must notify the Chief Executive Officer of the existence
      of any actual or potential conflict of interest. With respect to officers or
      directors, the Board may make a determination that a particular transaction
      or
      relationship will not result in a conflict of interest covered by this policy.
      With respect to all other employees or agents, the Chief Executive Officer,
      acting alone, or the Board may make such a determination. Any waivers of this
      policy as to an officer or director may only be approved by the Board of
      Directors.




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Any
      employee, officer or director who is aware of a transaction or relationship
      that
      could reasonably be expected to give rise to a conflict of interest in violation
      of this section must inform the appropriate personnel in accordance with the
      procedures set forth in Section 11 of this Code. If an employee has any
      questions regarding the Company’s policy on conflicts of interest or needs
      assistance in avoiding a potential conflict of interest, he or she is urged
      to
      seek the advice of a supervisor or the Chief Executive Officer.




**3.**  **Corporate
      Opportunities**




Employees,
      officers and directors are prohibited from taking for themselves personally,
      opportunities that are discovered through the use of Company property, Company
      information or their position in the Company. Furthermore, employees may not
      use
      Company property, information or influence or their position in the Company
      for
      improper personal gain. Finally, employees have a duty to advance the Company’s
      legitimate interests when the opportunity to do so arises. Consequently,
      employees are not permitted to compete with the Company.




**4.**  **Confidentiality**




Employees
      must maintain the confidentiality of confidential information entrusted to
      them
      by the Company or its customers or suppliers, except when disclosure is
      authorized by the Company or required by applicable laws or regulations.
      Confidential information includes proprietary information of the Company, as
      well as all non-public information that might be of use to competitors, or
      harmful to the Company or its customers, if disclosed. This confidentiality
      requirement is in addition to any other obligations imposed by the Company
      to
      keep information confidential.




**5.**  **Insider
      Trading**




Employees,
      officers and directors will frequently become aware of confidential non-public
      information concerning the Company and the parties with which the Company does
      business. As set forth in more detail in the Company’s Insider Trading Policy,
      the Company prohibits employees from using such confidential information for
      personal financial gain, such as for purposes of stock trading, or for any
      other
      purpose other than the conduct of our business. Employees must maintain the
      confidentiality of such information and may not make disclosures to third
      parties, including members of the employee’s family. All non-public information
      about the Company should be treated as confidential information. To use
      non-public information for personal financial benefit or to “tip” others who may
      make stock trades on the basis of this information is not only unethical but
      also illegal. This policy also applies to trading in the securities of any
      other
      company, including our customers or suppliers, if employees have material,
      non-public information about that company which the employee obtained in the
      course of their employment by the Company. In addition to possible legal
      sanctions, any employee, officer or director found to be in violation of the
      Company’s insider trading policy will face decisive disciplinary action.
      Employees are encouraged to contact the Company’s Chief Executive Officer with
      any questions concerning this policy.




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**6.**  **Protection
      and Proper Use of Company Assets**




All
      Company assets should be used for legitimate business purposes and all
      employees, officers and directors must make all reasonable efforts to protect
      the Company’s assets and ensure their efficient use. Theft, carelessness, and
      waste have a direct impact on the Company’s profitability and must therefore be
      avoided. The suspected occurrence of fraud or theft should be immediately
      reported to the appropriate person in accordance with the procedures set forth
      in Section 11 of this Code.




An
      employee’s obligation to protect the Company’s assets extends to the Company’s
      proprietary information. Proprietary information includes intellectual property
      such as patents, trademarks, copyrights and trade secrets. An employee who
      uses
      or distributes such proprietary information without the Company’s authorization
      will be subject to disciplinary measures as well as potential legal
      sanctions.




**7.**  **Fair
      Dealing**




Although
      the success of our Company depends on our ability to outperform our competitors,
      the Company is committed to achieving success by fair and ethical means. We
      seek
      to maintain a reputation for fair dealing among our competitors and the public
      alike. In light of this aim, the Company prohibits employees from engaging
      in
      any unethical or illegal business practices. An exhaustive list of unethical
      practices cannot be provided. Instead, the Company relies on the judgment of
      each individual employee to avoid such practices. Furthermore, each employee
      should endeavor to deal fairly with the Company’s customers, suppliers,
      competitors and employees. No employee should take unfair advantage of anyone
      through manipulation, concealment, abuse of privileged information,
      misrepresentation of material facts, or any other unfair business
      practice.




**8.**  **Disclosures**




It
      is
      Company policy to make full, fair, accurate, timely and understandable
      disclosure in compliance with all applicable laws, rules and regulations in
      all
      reports and documents that the Company files with, or submits to, the Securities
      and Exchange Commission and
      in
      all other public communications made by the Company. Employees shall endeavor
      in
      good faith to assist the Company in such efforts.




**9.**  **Waivers**




The
      Company expects all employees, officers and directors to comply with the
      provisions of this Code. Any waiver of this Code for executive officers,
      directors or employees may be made only by the Board of Directors or a Board
      committee and will be promptly disclosed to the public as required by law and
      stock exchange regulations.




**10.**  **Compliance
      Guidelines and Resources**




In
      some
      situations, our employees may not be certain how to proceed in compliance with
      this Code. This uncertainty may concern the ethical nature of the employee’s own
      acts or the employee’s duty to report the unethical acts of another. When faced
      with this uncertainty, the employee should carefully analyze the situation
      and
      make use of Company resources when determining the proper course of action.
      The
      Company also encourages employees to talk to their supervisors, or other
      personnel identified below, when in doubt about the best course of
      action.




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1.  *Gather
      all the facts* .
      Do not
      take any action that may violate the Code until you have gathered all the facts
      that are required to make a well-informed decision and, if necessary, you have
      consulted with your supervisor, or the Chief Executive Officer.




2.  *Is
      the action illegal or contrary to policy?* If the
      action is illegal or contrary to the provision of this Code, you should not
      carry out the act. If you believe that the Code has been violated by an
      employee, an officer or a director, you must promptly report the violation
      in
      accordance with the procedures set forth in Section 11.




3.  *Discuss
      the problem with your supervisor* .
      It is
      your supervisor’s duty to assist employees in complying with this Code. Feel
      free to discuss a situation that raises ethical issues with your supervisor
      if
      you have any questions. You will suffer no retaliation for seeking such
      guidance.




4.  *Additional
      resources* .
      The
      Chief Executive Officer is available to speak with you about problematic
      situations if you do not feel comfortable approaching your direct supervisor.
      If
      you prefer, you may request assistance in writing by sending a request to the
      Chief Executive Officer.




**11.**  **Reporting
      Procedures**




All
      employees have a duty to report any violations of this Code, as well as
      violations of any laws, rules, or regulations. The Company does not permit
      retaliation of any kind against employees for good faith reports of ethical
      violations.




If
      you
      believe that the Code has been violated by an employee ,
      you
      must promptly report the violation to your direct supervisor or the Chief
      Executive Officer. If a report is made to a supervisor, the supervisor must
      in
      turn report the violation to the Chief Executive Officer. All violations by
      an officer
      or director of the
      Company must be reported directly to the entire Board of Directors.




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**Contact
      Information**




Reports
      may be made in person, by telephone or in writing by sending a description
      of
      the violation and the names of the parties involved to the appropriate personnel
      mentioned in the preceding paragraph. The contact information is as
      follows:




Chief
      Financial Officer


Vertical
      Computer Systems, Inc.


101
      West
      Renner Road, Suite 300


Richardson,
      Texas 75082





**12.**  **Disciplinary
      Action**




Employees,
      officers and directors of the Company will be held accountable for adherence
      to
      this Code. The penalty for a particular violation of this Code will be decided
      on a case-by-case basis and will depend on the nature and severity of the
      violation as well as the employee’s history of non-compliance and cooperation in
      the disciplinary process. Significant penalties will be imposed for violations
      resulting from intentional or reckless behavior. Penalties may also be imposed
      when an employee fails to report a violation due to the employee’s indifference,
      deliberate ignorance or reckless conduct. All violations of this Code will
      be
      treated seriously and will result in the prompt imposition of penalties which
      may include (1) an oral or written warning, (2) a reprimand, (3) suspension,
      (4)
      termination and/or (5) restitution.




**13.**  **No
      Rights Created**




This
      Code
      is a statement of certain fundamental principles, policies and procedures that
      govern the Company’s officers, directors and employees in the conduct of the
      Company’s business. It is not intended to and does not create any rights in any
      employee, supplier, competitor, shareholder or any other person or
      entity.





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