Exhibit 10.64

                                SERVICE AGREEMENT
                                -----------------

This  agreement  (the  "Service  Agreement"),  dated  October 31, 2001 is by and
between Vertical  Computer  Systems,  Inc., 6336 Wilshire Blvd, Los Angeles,  CA
90048,  ("Vertical")  and Robert Farias,  a Texas  resident,  513 Sunrise Trail,
Dripping Springs, Texas 78620,("Farias").

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.

The parties hereby agree as follows:

1. Farias shall facilitate the sale and transfer of the Property to Vertical and
shall cooperate with Vertical as reasonably necessary with respect thereto.

2. Subject to the terms and conditions contained herein, Vertical will execute a
Promissory Note,  attached hereto as Exhibit A, and the Asset Pledge  Agreement,
attached  hereto  as  Exhibit  B, each of which is  incorporated  herein by this
reference.  Farias  acknowledges  and  agrees  that the  terms  of this  Service
Agreement,  including,  without limitation,  the indemnity  provisions contained
herein,  and the  effectiveness  of the  Promissory  Note and the  Asset  Pledge
Agreement  are  expressly  conditioned  upon (a) the  effective  transfer of all
right,  title and interest in and to the Property  free and clear of any and all
license,  claims or  encumbrances by Paradigm to Vertical no later than November
7, 2001,  pursuant  to the terms of the Asset  Purchase  Agreement,  and (b) the
effective  termination of any financial obligation by Enfacet,  Inc. to Adhesive
Software,  or Paradigm,  as the case may be. In the event that all right, title,
and  interest in and to the  Property is not  transferred  to Vertical  free and
clear of any and all  license,  claims or  encumbrances  by  November  7,  2001,
Vertical's  obligations  pursuant to this Service  Agreement and the  Promissory
Note and the Asset Pledge  Agreement  shall be null and void and Vertical  shall
have no obligations with respect thereto.

3. Both parties  acknowledge  and agree that the monies paid to Farias are to be
paid to the IRS for a payroll  penalty  concerning  Adhesive  Software for which
Farias may be liable.  In the event that Farias  negotiates  a lower amount than
$280,000 with the IRS pursuant to any settlement agreement,  Vertical and Farias
agree to cancel the current  Promissory  Note and execute a new promissory  note
consistent with the terms of such settlement,  including without limitation, the
total amount due to the IRS and any installment plan. Any amounts paid to Farias
pursuant to the  Promissory  Note shall be  credited  and /or applied to any new
promissory note executed by the parties pursuant to this paragraph.

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4. Furthermore, Farias acknowledges and agrees that in the event that the monies
paid pursuant to the Promissory Note are not paid in settlement of the IRS debt,
that the  Asset  Pledge  Agreement  shall be  deemed  void and  ineffective  and
Vertical  shall  have all  right,  title and  interest  in and to the  Siteflash
Technology and Farias shall have no interest of any kind whatsoever with respect
thereto.

5. Subject to the terms and conditions set forth in Paragraph 2 above,  Vertical
shall  indemnify,  defend and hold  Farias,  harmless  against  loss,  damage or
expense  incurred by Farias as a result of any claims,  actions,  or  proceeding
brought by the IRS arising from Farias's share of the claims involving  Adhesive
Software  as such claims  relate to Enfacet,  Inc. up to an amount not to exceed
Two Hundred Thousand Eighty Thousand dollars ($280,000.00),  provided,  however,
that (i) Farias shall give  Vertical  prompt  written  notice of any such claim,
demand,  suit or action;  (ii)  Farias  fully  cooperates  with said  defense by
complying  with  Vertical's  reasonable  instructions  and requests to Farias in
connection  with said defense;  and (iii)  Vertical shall have sole and absolute
control of the defense of such claim, suit, demand, or action and the settlement
or compromise  thereof.  Vertical will  indemnify  Farias against his reasonable
attorney's  fees and costs  awarded in  respect of any such  claims and any suit
raising any such claims in addition to $280,000.00.

6. 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 addressed to to Robert Farias at 3436 Verdugo Road,  Suite 250,  Glendale,
CA 91208.

7. The parties will execute and deliver such other and further  instruments  and
documents as are or may become  necessary or convenient to effectuate  and carry
out the  rights,  responsibilities,  and  obligations  created  by this  Service
Agreement,  including,  without  limitation  UCC-1 and United  States Patent and
Trademark Office documents.

8. If any  material  provision  of the Service  Agreement  is  determined  to be
invalid, inoperative,  unenforceable or illegal by operation of law, regulation,
judgment or otherwise,  then such  provision will be deemed to be superseded and
the Service Agreement modified with a provision which most nearly corresponds to
the intent of the parties and is valid, enforceable and legal.

9. This  Service  Agreement  does not  constitute  and may not be  construed  as
creating or  constituting  a partnership  or joint venture  between the parties.
Neither  party may  obligate  or bind the other  party in any manner  whatsoever
except as expressly provided herein.

10. This Service Agreement shall be governed by and construed in accordance with
the laws of the State of California and subject to the jurisdiction and venue of
the  state and  federal  courts of the  county  of Los  Angeles  in the state of
California .

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11. If any action at law or in equity is brought  to  enforce or  interpret  the
provisions  of this  Agreement,  the  prevailing  party in such action  shall be
entitled to reasonable attorneys' fees, court costs and expenses.

12. This Service  Agreement  constitutes the sole  understanding  of the parties
about the subject  matter  hereof and may not be amended or  modified  except in
writing  signed by  authorized  representatives  of each of the  parties  to the
Service Agreement.



ACCEPTED TO AND AGREED:


_____________________________
      Richard Wade, President
      Vertical Computer Systems, Inc.



_____________________________
      Robert Farias


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