EXHIBIT 10.44
                                  -------------

THIS DEBENTURE,  AND THE SECURITIES INTO WHICH IT IS CONVERTIBLE  (COLLECTIVELY,
THE  "SECURITIES"),  HAVE NOT BEEN REGISTERED WITH THE UNITED STATES  SECURITIES
AND  EXCHANGE  COMMISSION  OR  THE  SECURITIES  COMMISSION  OF  ANY  STATE.  THE
SECURITIES ARE BEING OFFERED PURSUANT TO A SAFE HARBOR FROM  REGISTRATION  UNDER
REGULATION S AND/OR  REGULATION D PROMULGATED  UNDER THE SECURITIES ACT OF 1933,
AS AMENDED (THE "ACT").  THE SECURITIES ARE  "RESTRICTED" AND MAY NOT BE OFFERED
OR SOLD IN THE  UNITED  STATES OR TO U.S.  PERSONS  (AS SUCH TERM IS  DEFINED IN
REGULATION S PROMULGATED  UNDER THE ACT) UNLESS THE  SECURITIES  ARE  REGISTERED
UNDER THE ACT,  PURSUANT  TO  REGULATION  S AND/OR  REGULATION  D OR PURSUANT TO
AVAILABLE  EXEMPTIONS  FROM  THE  REGISTRATION  REQUIREMENTS  OF THE ACT AND THE
COMPANY WILL BE PROVIDED WITH OPINION OF COUNSEL OR OTHER SUCH INFORMATION AS IT
MAY REASONABLY  REQUIRE TO CONFIRM THAT SUCH  EXEMPTIONS ARE AVAILABLE.  FURTHER
HEDGING  TRANSACTIONS  INVOLVING  THE  SECURITIES  MAY  NOT BE  MADE  EXCEPT  IN
COMPLIANCE WITH THE ACT.



                                    DEBENTURE


                         VERTICAL COMPUTER SYSTEMS, INC.


                            6% CONVERTIBLE DEBENTURE


                              DUE AUGUST ___, 2006


No.  ___                                                             $__________

         This Debenture is issued by VERTICAL COMPUTER SYSTEMS, INC., a Delaware
corporation (the "COMPANY"), to ____________________________  (together with its
permitted  successors  and assigns,  the "HOLDER")  pursuant to exemptions  from
registration under the Securities Act of 1933, as amended.

                                   ARTICLE I.

         Section 1.01 PRINCIPAL AND INTEREST. For value received, on August ___,
2001,  the Company  hereby  promises to pay to the order of the Holder in lawful
money of the United  States of America and in  immediately  available  funds the
principal sum of __________________(US $________), together with interest on the
unpaid  principal  of this  Debenture  at the rate of six percent  (6%) per year
(computed on the basis of a 365-day year and the actual days  elapsed)  from the
date of this Debenture until paid. At the Company's option, the entire principal



<PAGE>

amount and all  accrued  interest  shall be either (a) paid to the Holder on the
fifth  (5th ) year  anniversary  from  the  date  hereof  or  (b)  converted  in
accordance with Section 1.02 herein.

         SECTION  1.02  OPTIONAL  CONVERSION.  The  Holder is  entitled,  at its
option,  to convert at any time and from time to time,  until payment in full of
this Debenture,  all or any part of the principal amount of the Debenture,  plus
accrued interest,  into shares (the "CONVERSION SHARES") of the Company's common
stock,  par value  $0.00001 per share ("COMMON  STOCK"),  at the price per share
(the  "CONVERSION  PRICE")  equal to either (a) an amount  equal to one  hundred
twenty  percent (120%) of the closing bid price of the Common Stock as listed on
a  Principal  Market (as  defined  herein),  as quoted by  Bloomberg  L.P.  (the
"CLOSING  BID PRICE") as of the date  hereof,  or (b) an amount  equal to eighty
percent (80%) of the lowest three (3) Closing Bid Prices of the Common Stock for
the twenty (20) trading  days  immediately  preceding  the  Conversion  Date (as
defined herein). Subparagraphs (a) and (b) above are individually referred to as
a "CONVERSION  PRICE". As used herein,  "PRINCIPAL MARKET" shall mean the Nasdaq
Bulletin Board System,  Nasdaq SmallCap Market,  or American Stock Exchange.  If
the Common  Stock is not traded on a  Principal  Market,  the  Closing Bid Price
shall mean, the reported Closing Bid Price for the Common Stock, as furnished by
the  National  Association  of  Securities  Dealers,  Inc.,  for the  applicable
periods. No fraction of shares or scrip representing fractions of shares will be
issued on conversion,  but the number of shares issuable shall be rounded to the
nearest whole share. To convert this Debenture,  the Holder hereof shall deliver
written  notice  thereof,  substantially  in the  form  of  EXHIBIT  "A" to this
Debenture, with appropriate insertions (the "CONVERSION NOTICE"), to the Company
at its address as set forth herein.  The date upon which the conversion shall be
effective  (the  "CONVERSION  DATE") shall be deemed to be the date set forth in
the Conversion Notice,  provided that the Company or the transfer agent delivers
the  Conversion  Shares  within  ten  (10)  business  days  after  receipt  of a
Conversion  Notice.  If such Conversion Shares are not delivered within such ten
(10) business day period,  the Conversion Date shall be the date such shares are
actually delivered to the Holder.

         Section 1.03 RESERVATION OF COMMON STOCK. The Company shall reserve and
keep available out of its authorized but unissued shares of Common Stock, solely
for the purpose of effecting the  conversion of this  Debenture,  such number of
shares of Common Stock as shall from time to time be  sufficient  to effect such
conversion, based upon the Conversion Price. If at any time the Company does not
have a sufficient number of Conversion Shares authorized and available, then the
Company shall call and hold a special meeting of its  stockholders  within sixty
(60)  days of that  time  for the sole  purpose  of  increasing  the  number  of
authorized shares of Common Stock.

         Section 1.04 REGISTRATION  RIGHTS. The Company is obligated to register
the  resale of the  Conversion  Shares  under  the  Securities  Act of 1933,  as
amended,  pursuant to the terms of a Registration Rights Agreement,  between the
Company  and  the  Holder  of  even  date  herewith  (the  "REGISTRATION  RIGHTS
AGREEMENT").

         Section 1.05 INTEREST PAYMENTS. The interest so payable will be paid at
the time of maturity or conversion to the person in whose name this Debenture is
registered.  At the time such  interest is  payable,  the  Company,  in its sole
discretion,  may elect to pay  interest in cash (via wire  transfer or certified
funds) or in the form of Common Stock. In the event of default,  as described in
Article III Section  3.01  hereunder,  the Holder may elect that the interest be


                                      2
<PAGE>

paid in cash (via wire  transfer  or  certified  funds) or in the form of Common
Stock.  If paid in the form of Common  Stock,  the  amount of stock to be issued
will be calculated  as follows:  the value of the stock shall be the Closing Bid
Price on:  (i) the date the  interest  payment is due;  or (ii) if the  interest
payment is not made when due, the date the interest payment is made. A number of
shares of Common Stock with a value equal to the amount of interest due shall be
issued.  No fractional shares will be issued;  therefore,  in the event that the
value of the Common Stock per share does not equal the total  interest  due, the
Company will pay the balance in cash.

         Section 1.06 PAYING AGENT AND  REGISTRAR.  Initially,  the Company will
act as paying  agent and  registrar.  The Company  may change any paying  agent,
registrar,  or  Company-registrar  by giving  the  Holder not less than ten (10)
business  days' written  notice of its election to do so,  specifying  the name,
address, telephone number and facsimile number of the paying agent or registrar.
The Company may act in any such capacity.

         Section 1.07 SUBORDINATED  NATURE OF DEBENTURE.  This Debenture and all
payments  hereon,  including  principal or interest,  shall be  subordinate  and
junior in right of payment to all  accounts  payable of the Company  incurred in
the  ordinary  course of business  and/or bank debt of the Company not to exceed
$250,000.

                                  ARTICLE II.

         Section 2.01  AMENDMENTS  AND WAIVER OF DEFAULT.  The  Debenture may be
amended with the consent of the Holder.  Without the consent of the Holder,  the
Debenture  may be amended to cure any  ambiguity,  defect or  inconsistency,  to
provide for  assumption of the Company  obligations to the Holder or to make any
change that does not adversely affect the rights of the Holder.

                                  ARTICLE III.

         Section  3.01  EVENTS OF  DEFAULT.  An Event of  Default  is defined as
follows:  (a) failure by the Company to pay amounts due hereunder within fifteen
(15) business days of the date of maturity of this Debenture; (b) failure by the
Company to advise its transfer  agent to issue Common Stock to the Holder within
ten (10)  business  days of the  Company's  receipt  of the  attached  Notice of
Conversion from Holder; (c) failure by the Company for thirty (30) business days
after notice to it to comply with any of its other  agreements in the Debenture;
(d)  events of  bankruptcy  or  insolvency;  (e) a breach by the  Company of its
obligations  under the  Registration  Rights Agreement which is not cured by the
Company  within  fifteen  (15)  business  days after  receipt of written  notice
thereof. The Holder may not enforce the Debenture except as provided herein.

         Section 3.02 FAILURE TO ISSUE  UNRESTRICTED  COMMON STOCK. As indicated
in Article III Section  3.01, a breach by the Company of its  obligations  under
the Registration Rights Agreement shall be deemed an Event of Default,  which if
not cured  within ten (10) days,  shall  entitle  the  Holder  accelerated  full
repayment of all debentures  outstanding.  The Company acknowledges that failure
to honor a Notice of Conversion shall cause hardship to the Holder.

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<PAGE>

                                  ARTICLE IV.

         Section 4.01 RIGHTS AND TERMS OF CONVERSION.  This Debenture,  in whole
or in
part, may be converted at any time following the date of closing, into shares of
Common  Stock at a price equal to the  Conversion  Price as described in Section
1.02 above.

         Section  4.02  RE-ISSUANCE  OF  DEBENTURE.  When the  Holder  elects to
convert a part
of the  Debenture,  then the Company  shall  reissue a new Debenture in the same
form as this Debenture to reflect the new principal amount.

         Section 4.03  LIMITATION ON RIGHT AND POWER TO EXERCISE.  Any provision
in this
Debenture or any other  document to the contrary  not  withstanding,  the Holder
shall not have the right or power to convert this  Debenture  into Common Stock,
either in whole or in part,  and any attempt to do so shall be void,  if,  after
having given effect to such  conversion,  the Holder shall be or shall be deemed
to be the beneficial  owner of ten percent (10%) or more of the then outstanding
Common Stock within the meaning or for the purposes of Section 13(d) or 13(g) of
the Securities  Exchange Act of 1934, as amended (the "EXCHANGE ACT"), or as the
term "BENEFICIAL OWNER" is defined in Rule 13d-3 of the Act.

         Section 4.04  TERMINATION OF CONVERSION  RIGHTS.  The Holder's right to
convert the
Debenture  into the  Common  Stock  in  accordance  with  paragraph  4.01  shall
terminate on the date that is the five (5) year anniversary from the date hereof
and this Debenture shall be  automatically  converted on that date in accordance
with the formula set forth in Section 4.01 hereof, and the appropriate shares of
Common Stock and amount of interest shall be issued to the Holder.

                                   ARTICLE V.

         Section 5.01 ANTI-DILUTION.  In the event that the Company shall at any
time subdivide the  outstanding  shares of Common Stock,  or shall issue a stock
dividend  on the  outstanding  Common  Stock,  the  Conversion  Price in  effect
immediately  prior to such subdivision or the issuance of such dividend shall be
proportionately  decreased,  and in the event that the Company shall at any time
combine the outstanding  shares of Common Stock,  the Conversion Price in effect
immediately  prior  to such  combination  shall  be  proportionately  increased,
effective at the close of business on the date of such subdivision,  dividend or
combination as the case may be.

         Section  5.02  CONSENT OF HOLDER TO SELL COMMON  STOCK.  Except for the
Equity Line of Credit dated the date hereof with Cornell Capital Partners,  L.P.
so long as any of the  principal of or interest on this Note remains  unpaid and
unconverted,  the Company  shall not,  without the prior  consent of the Holder,
issue or sell (i) any Common Stock without  consideration or for a consideration
per share less than its fair market value  determined  immediately  prior to its
issuance, or (ii) issue or sell any warrant,  option, right, contract,  call, or
other  security or instrument  granting the holder  thereof the right to acquire
Common Stock without  consideration  or for a consideration  per share less than
such  Common  Stock's  fair market  value  determined  immediately  prior to its
issuance.

                                       4
 <PAGE>
                                  ARTICLE VI.

         Section 6.01 NOTICE.  Notices regarding this Debenture shall be sent to
the  parties  at the  following  addresses,  unless a party  notifies  the other
parties, in writing, of a change of address:

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
                               201 South Biscayne Boulevard - Suite 2000
                               Miami, FL 33131
                               Attention:   Clayton E. Parker, Esq.
                               Telephone:   (305) 539-3300
                               Facsimile:   (305) 358-7095

If to Holder:                  ____________________________________________
                               ____________________________________________
                               ____________________________________________
                               ____________________________________________



         Section 6.02 GOVERNING  LAW. This Debenture  shall be deemed to be made
under and shall be  construed  in  accordance  with the laws of the State of New
York without giving effect to the  principals of conflict of laws thereof.  Each
of the parties consents to the  jurisdiction of the U.S.  District Court sitting
in the  Southern  District  of the State of New York or the state  courts of the
State of New York sitting in Manhattan in  connection  with any dispute  arising
under this Debenture and hereby waives,  to the maximum extent permitted by law,
any  objection,  including  any objection  based on FORUM NON  CONVENIENS to the
bringing of any such proceeding in such jurisdictions.

         Section 6.03  SEVERABILITY.  The invalidity of any of the provisions of
this  Debenture  shall  not  invalidate  or  otherwise  affect  any of the other
provisions of this Debenture, which shall remain in full force and effect.

         Section 6.04 ENTIRE AGREEMENT AND AMENDMENTS. This Debenture represents
the entire  agreement  between  the parties  hereto with  respect to the subject
matter  hereof  and there are no  representations,  warranties  or  commitments,
except as set forth herein.  This Debenture may be amended only by an instrument
in writing executed by the parties hereto.

         Section 6.05  COUNTERPARTS.  This Debenture may be executed in multiple
counterparts,  each of which  shall be an  original,  but all of which  shall be
deemed to constitute on instrument.

                                       5
<PAGE>

         IN WITNESS  WHEREOF,  with the intent to be legally bound  hereby,  the
Company as executed this Debenture as of the date first written above.

                                       VERTICAL COMPUTER SYSTEMS, INC.

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





                                       6
<PAGE>




                                   EXHIBIT "A"
                                   -----------

                              NOTICE OF CONVERSION
                              --------------------

           (TO BE EXECUTED BY THE HOLDER IN ORDER TO CONVERT THE NOTE)



TO:

         The undersigned hereby irrevocably elects to convert $ ________________
of the  principal  amount of the  above  Note  into  Shares  of Common  Stock of
Vertical Computer Systems,  Inc., according to the conditions stated therein, as
of the Conversion Date written below.



CONVERSION DATE:                ____________________________________________

APPLICABLE CONVERSION PRICE:    ____________________________________________

SIGNATURE:                      ____________________________________________

NAME:                           ____________________________________________

ADDRESS:                        ____________________________________________










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