Exhibit 10.65

                                 PROMISSORY NOTE


$ 280,000.00                                                   October  31, 2001


WHEREAS Vertical agreed to purchase from Paradigm Sales,  Inc., 520 South Grand,
7th Floor,  Los Angeles,  CA 90071,  ("Paradigm")  certain  property of Adhesive
Software  (the  "Property"),  a Texas  corporation,  which  Paradigm  intends to
acquire  through  bank  foreclosure  sale by Silicon  Valley Bank (the  "Bank"),
pursuant to the terms and conditions set forth in the Asset Purchase  Agreement,
dated October 31, 2001.

      For  valuable  consideration,  the  receipt and  sufficiency  of which are
hereby acknowledged, the undersigned VERTICAL COMPUTER SYSTEMS, INC., a Delaware
corporation  ("Promissor"),  promises  to pay to the order of Robert  Farias,  a
Texas resident, 513 Sunrise Trail, Dripping Springs, Texas 78620, ("Promissee"),
in lawful  money of the United  States of America  the  principal  amount of TWO
HUNDRED Thousand eighty Dollars  ($280,000 U.S.),  together with interest on the
amount  of such  principal  outstanding  from  time to time at the  rate of four
percent (4%) per annum at the times and in the manner provided herein.

1.   PAYMENT OF PRINCIPAL AND INTEREST.  Principal and interest shall be paid as
follows:

                         a.  The   principal   shall  be   payable   in  monthly
installments beginning on the date that is seven (7) days after the closing date
of the sale of the Property to Vertical, pursuant to the following schedule:

                              i.    The first four monthly  payments  shall be
                        for Five Thousand Dollars ($5,000.00 US)

                              ii.   All remaining monthly payments shall be for
                        Ten  Thousand  dollars   ($10,000.00   U.S.)  and  shall
                        continue until the Principal has been paid in full.

                         b. All interest due shall be due and payable on the day
the Principal has been paid in full.

                         c.  Promissor  shall pay all  amounts  owing under this
Note in immediately  available funds to Promissee at Promissee's  address as set
forth  herein,  or at  such  other  place  as may be  specified  in  writing  by
Promissee. Each payment, when made, shall be credited to the principal.

                         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.

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2.   COLLATERAL AS SECURITY.  This Note is secured by certain collateral,  which
encumbers,  among other things,  the interest of Promissor in certain assets, as
more particularly described therein (the "Collateral").  This Note and the Asset
Pledge Agreement between Promissor and Promissee of even date herewith,  and any
other  documents or instruments  given or to be given to Promissee to secure the
indebtedness  evidenced by this Note are collectively  referred to herein as the
"Loan Documents".

3.   DEFAULT;  REMEDIES.  Each of the following occurrences and conditions shall
constitute an Event of Default:

                  a.  failure  of  Promissor  to pay as and when due any  money,
whether  principal,  interest,  or otherwise,  under this Note, or the breach or
default  of any  obligation  to pay  money  under  or  secured  by the  Security
Agreement; or

                  b. failure of Promissor to perform any  obligation  other than
an obligation to pay money,  as and when  performance of such  obligation is due
under this Note or Loan Documents  which failure  continues for thirty (30) days
after notice thereof from Promissee to Promissor; or

                  c.  failure  by  Promissor  to comply  with any of the  terms,
provisions, covenants, conditions or restrictions now or hereafter affecting the
Collateral  or any  part  thereof  or  contained  in any  agreement  related  or
pertaining to the Collateral, which failure continues for thirty (30) days after
notice thereof from Promissee to Promissor; or

                  d.  Promissor's   making  or  at  any  time  having  made  any
representation,  warranty or disclosure to Promissee  that is or was  materially
false  or  misleading  on the  date  as of  which  made,  whether  or  not  that
representation or disclosure appears in the Loan Documents; or

                  e.  the  sale,  transfer,  conveyance,  or lease of all or any
portion of the  Collateral  or of any of  Promissor's  rights  therein,  whether
voluntarily,  involuntarily,  or  otherwise,  or  Promissor's  entering  into an
agreement to do any of the foregoing, in each case except as expressly permitted
in the Security Agreement; or

At any time following the  occurrence of any Event of Default,  or following the
occurrence  of any event as a  consequence  of which the  obligations  evidenced
hereby may be accelerated, then at the election of Promissee and notwithstanding
anything to the contrary  herein or  elsewhere,  the entire  amount of principal
then  outstanding  under this Note and all interest,  fees,  charges,  and other
amounts  owing  and then  unpaid  hereunder  shall  become  immediately  due and
payable,  and  Promissee  may exercise any and all rights that it may have under
the Loan Documents, at law, in equity, and otherwise.

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4.   ATTORNEYS' FEES. Promissor shall pay to Promissee upon demand all costs and
expenses incurred by Promissee in connection with determination,  protection, or
enforcement of any and all of Promissee's  rights  hereunder or under any of the
Loan  Documents,  including  enforcement of any and all obligations of Promissor
hereunder and  thereunder  and  protection,  enhancement,  or maintenance of the
security  interests  securing such obligations or the priority of the same. Such
costs and expenses shall be payable  whether or not any suit is instituted,  and
the same shall include without limitation  attorneys' fees, expert witness fees,
costs of  investigation,  and all of such costs incurred in connection  with any
trial, appellate proceeding,  or any case or proceeding under Chapters 7, 11, or
13 of the Bankruptcy Code or any successor thereto.

5.   WAIVER OF NOTICE. Promissor and each endorser, guarantor and surety of this
Note  hereby  waive  diligence,  demand,  presentment  for  payment,  notice  of
discharge, notice of nonpayment, protest and notice of protest, and specifically
consent to and waive notice of any renewals or extensions of this Note,  whether
made to or in favor of Promissor or any other person or persons.  Promissor  and
each endorser,  guarantor and surety of this Note further waive and renounce all
rights  to the  benefits  of all  statutes  of  limitation  and any  moratorium,
appraisement,  by any federal exception and homestead now or hereafter  provided
or state law or statute,  including but not limited to exemptions provided by or
allowed under the Bankruptcy Code, both as to each of themselves  personally and
as to all of their property,  whether real or personal,  against the enforcement
and  collection  of the  obligations  evidenced  by  this  Note  and any and all
extensions, renewals and modifications thereof.

6.   NOTICES.  All notices required  hereunder or pertaining  hereto shall be in
writing  and shall be deemed  delivered  and  effective  upon the earlier of (i)
actual  receipt,  or (ii) the date of  delivery or refusal of the  addressee  to
accept  delivery  if such  notice is sent by express  courier  service or United
States mail, postage prepaid, certified or registered, return receipt requested,
in either case to the applicable address as follows:

To Promissee:                 Robert Farias
                              3436 Verdugo Road, Suite 250
                              Glendale, CA 91208

To Promissor:                 VERTICAL COMPUTER SYSTEMS, INC.
                              6336 Wilshire Boulevard
                              Los Angeles, CA 90048
                              Attn: President

Notwithstanding  the  foregoing,  any  notice  under or  pertaining  to the Loan
Documents or the  obligations  secured thereby given and effective in accordance
with  applicable  law shall be effective for purposes  hereof.  Either party may
change  the  address  at which it is to  receive  notices  hereunder  to another
business  address within the United States (but not a post office box or similar

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mail  receptacle)  by giving  notice of such  change of  address  in  accordance
herewith.

7.   EXERCISE  OF RIGHTS.  No single or partial  exercise  of any of  Promissees
rights  or powers  under  this Note or any of the  other  Loan  Documents  shall
preclude  any other or further  exercise  thereof or the  exercise  of any other
right or power.  Promissee at all times shall have the right to proceed  against
any portion of the security which secures payment of the indebtedness  evidenced
hereby in such order and  manner as  Promissee  may elect  without  waiving  any
rights with respect to any other portion of such  security.  Each and all rights
and remedies of Promissee  hereunder and under the Loan Documents are cumulative
and in addition to each and all other such rights and  remedies.  No exercise of
any right or remedy shall preclude exercise of any other right or remedy.

8.   NO WAIVER. No failure of Promissee to insist upon strict performance of any
obligation  of Promissor  or to exercise any right or remedy  hereunder or under
the Loan  Documents,  whether before or after any default,  shall  constitute or
give rise to a waiver thereof,  and no waiver of any default shall  constitute a
waiver of any future default or of any other  default.  No failure to accelerate
the debt evidenced  hereby by reason of default  hereunder or otherwise,  and no
acceptance  of any past due payment  hereunder or  acceptance of any amount less
than the  amount  then  due,  and no other  indulgence  that may be  granted  by
Promissee  from time to time shall (a)  preclude  the exercise of any right that
Promissee may have at law, in equity, by contract or agreement or otherwise,  or
(b) constitute or give rise to (i) a waiver of such right of acceleration or any
other  right,  or (ii) a novation  of this Note or a  reinstatement  of the debt
evidenced  hereby,  or (iii) any  waiver  of  Promissee's  rights to demand  and
receive from Promissor full and prompt payment and  performance  thereafter,  to
impose late charges retroactively,  or to declare a default.  Promissor and each
endorser,  guarantor, and surety of this Note hereby expressly waive the benefit
of any statute or rule of law or equity which would produce any result  contrary
to or otherwise in conflict with any of the foregoing.

9.   ASSIGNMENT;  SUCCESSORS  AND  ASSIGNS.  Promissee  may assign or  otherwise
transfer  all or any part of its interest  herein.  Promptly  following  written
notice  of such  assignment  or other  transfer,  duly  executed  by  Promissee,
Promissor shall render full and complete  performance  hereunder as and when due
to the  transferee so designated  by  Promissee.  Promissor  shall not assign or
transfer all or any of its interests or obligations hereunder, and any attempted
or purported  assignment or transfer by Promissor  shall be void and of no force
or effect,  except to the extent that the same may be expressly  permitted under
the Security Agreement.  Subject to the foregoing,  the terms of this Note shall
apply to, be binding  upon,  and inure to the benefit of ail parties  hereto and
their successors and assigns.

10.  MODIFICATION.  This Note shall not be  modified,  amended,  or  terminated,
except by written  agreement  duly executed and delivered by both  Promissee and
Promissor.

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11.  CONFLICTS.  In the event of any conflict between any provision of this Note
and any provision of the Security Agreement, which conflict cannot reasonably be
resolved  in such a way as to give effect to all  provisions  herein and therein
contained, this Note shall govern.

12.  SEVERABILITY. If any provision of this Note or any payments pursuant to the
terms hereof shall be invalid or unenforceable  to any extent,  the remainder of
this Note and any other  payments  hereunder  shall not be affected  thereby and
shall be enforceable to the greatest extent permitted by law.

13.  GOVERNING  Law.  This Note shall be governed by and construed in accordance
with the laws of the State of California.

     IN WITNESS  WHEREOF,  Promissor has executed and delivered  this Note as of
the date first written above.

                                    VERTICAL COMPUTER SYSTEMS, INC.



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