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Exhibit 3.8

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                          CERTIFICATE OF DESIGNATION OF
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                         VERTICAL COMPUTER SYSTEMS, INC.

         Pursuant to Section 151 of the General  Corporation Law of the State of
Delaware, the undersigned duly authorized officers of Vertical Computer Systems,
Inc. (the "Corporation"), a corporation organized and existing under the General
Corporation Law of the State of Delaware, DO HEREBY CERTIFY:
         FIRST:  That,  pursuant to authority  expressly  vested in the Board of
Directors  of  said   corporation  by  the  provisions  of  its  Certificate  of
Incorporation  as amended,  said Board of Directors  duly adopted the  following
resolution:

         RESOLVED: that the Board of Directors,  pursuant to authority expressly
vested  in it by the  provisions  of the  Certificate  of  Incorporation  of the
Corporation,  hereby  authorizes  the  issue  from  time to time of a series  of
Preferred Stock of the Corporation and hereby fixes the designation, preferences
and relative,  participating,  optional or other rights, and the qualifications,
limitations  or  restrictions  of the series  thereof,  in addition to those set
forth in said Certificate of Incorporation, to be in their entirety as follows:

              SERIES "C" 4% CUMULATIVE CONVERTIBLE PREFERRED STOCK

         SECTION I. DESIGNATION AND NUMBER.  The series of Preferred Stock shall
be  designated  and known as "Series  "C" 4%  Cumulative  Convertible  Preferred
Stock." The number of shares constituting  Series "C" 4% Cumulative  Convertible
Preferred Stock  (hereinafter  referred to as the "Series "C" Preferred  Stock")
shall be Two Hundred  Thousand  (200,000).  For  purposes of this  Section,  all
equity securities of the corporation ranking as to dividends or distributions of
assets on liquidation,  dissolution or winding up of the corporation,  junior to
the Series "C"  Preferred  Stock,  including  the Common  Stock,  are  sometimes
hereinafter referred to as "Junior Securities."

         SECTION  2.  LIQUIDATION  RIGHTS.  In the  event  of any  voluntary  or
involuntary  liquidation,  dissolution  or  winding  up of  the  affairs  of the
corporation,  the holders of each share of the Series "C" Preferred  Stock shall
be entitled to receive, prior to and in preference to any distribution of any of
the  assets  or  surplus  funds of the  corporation  to the  holders  of  Junior
Securities, by reason of their ownership thereof, an amount equal to One Hundred
Dollars  ($100.00)  per share (the  "Liquidation  Value")  plus any  accrued but
unpaid dividends on the Series "C" Preferred Stock.

         All of the preferential amounts to be paid to the holders of the Series
"C" Preferred  Stock under this Section 2 shall be paid or set apart for payment
before the  payment  or setting  apart for  payment  of any amount  for,  or the
distribution  of any  assets  of the  corporation  to,  the  holders  of  Junior
Securities,  in connection  with such  liquidation,  dissolution  or winding up.
After the payment or the setting  apart for payment to the holders of the Series
"C" Preferred Stock of the preferential  amounts so payable to them, the holders
of Junior  Securities  shall be entitled to receive all remaining  assets of the
corporation  in  accordance  with  the  Certificate  of   Incorporation  of  the
corporation.  If the assets or surplus funds to be distributed to the holders of
the Series "C" Preferred  Stock are  insufficient  to permit the payment to such
holders of their full preferential  amount, the assets and surplus funds legally
available for distribution shall be distributed ratably among the holders of the
Series "C" Preferred  Stock in proportion to the full  preferential  amount each
such holder is otherwise entitled to receive.


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         SECTION 3. VOTING  RIGHTS.  Except as otherwise  provided  herein or by
law, the holders of Series "C"  Preferred  Stock shall not be entitled to notice
of any  stockholder's  meeting and shall not be entitled to vote,  together with
the holders of all other  voting  capital  stock of the Company,  including  the
holders of Common Stock,  upon any matter  submitted to the  stockholders  for a
vote.

         SECTION 4.  DIVIDEND  RIGHTS.  The holders of the Series "C"  Preferred
Stock  shall be  entitled  to  receive,  when and as  declared  by the  Board of
Directors  out of the  funds of the  corporation  legally  available  therefore,
cumulative  cash  dividends  at the  annual  rate  of four  percent  (4%) of the
Liquidation  Value,  payable quarterly on the first day of April,  July, October
and January in each year beginning July 1, 2001. The initial dividend paid after
the date of original  issuance of any shares of the Series "C"  Preferred  Stock
shall accrue from such date of issuance on a pro rata basis.  Dividends  payable
for any period  less than a full  quarter  shall be  computed  on the basis of a
360-day  year with 12 equal  months of 30 days.  Dividends  shall be  payable to
holders of record,  as they appear on the stock books of the Corporation on such
record dates as may be declared by the Board of  Directors,  not more than sixty
(60)  days nor less  than ten (10)  days  preceding  the  payment  dates of such
dividends.  If the  dividend  on the Series "C"  Preferred  Stock is not paid in
full,  the aggregate  deficiency  shall be cumulative and shall be fully paid or
set apart for payment  before any  dividends  shall be paid or set apart for, or
any other  distributions  paid, or any payments made on account of the purchase,
redemption  or  retirement  of,  Junior  Securities  other than,  in the case of
dividends  or   distributions,   dividends  or  distributions   paid  in  Junior
Securities.  No full  dividends  shall be declared by the Board of  Directors or
paid or set apart for payment by the  corporation  on any Junior  Securities for
any period unless full cumulative dividends have been or  contemporaneously  are
declared and paid or declared and a sum set apart sufficient for such payment on
the Series "C" Preferred Stock for all dividend  payment periods  terminating on
or prior  to the date of  payment  of such  full  dividends  on the  Series  "C"
Preferred Stock shall not bear interest.

         NOTWITHSTANDING,  ANY DIVIDENDS PAYABLE PURSUANT TO THIS SECTION 4 MAY,
AT THE ELECTION OF THE BOARD OF DIRECTORS, BE PAID, ALL OR IN PART, IN SHARES OF
THE CORPORATION'S  COMMON STOCK. EACH SUCH SHARE OF COMMON STOCK SHALL BE VALUED
AT THE CLOSING SALE PRICE ON THE RECORD DATE OF THE  CORPORATION'S  COMMON STOCK
ON ANY EXCHANGE OR OVER THE COUNTER MARKET ON WHICH THE COMMON STOCK TRADES.  IF
THE  COMMON  STOCK IS NOT LISTED ON ANY  EXCHANGE  OR THERE IS NO MARKET FOR THE
COMMON  STOCK,   THEN  THE  VALUE  SET  BY  THE  BOARD  OF  DIRECTORS  SHALL  BE
DETERMINATIVE.

         SECTION 5.  COVENANTS.  So long as fifty percent (50%) of the shares of
the Series "C"  Preferred  Stock  authorized  hereby  shall be  outstanding  (as
adjusted  for all  subdivision  and  combinations,  the  corporation  shall not,
without first obtaining the affirmative vote or written consent of not less than
fifty-one  percent (51%) of such outstanding  shares of the Series "C" Preferred
Stock:

         (a) amend or repeal  any  provision  of, or add any  provision  to, the
corporation's  Certificate of Incorporation or Bylaws if such action would alter
or change the preferences,  rights, privileges or powers of, or the restrictions
provided for the benefit of the Series "C" Preferred  Stock;  provided that, the
authorization  of Junior  Securities  shall not be deemed to alter or change the
preferences, rights, privileges or powers of, or the restriction provided for

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the benefit of the Series "C" Preferred Stock;

         (b)  reclassify  any Common Stock into shares having any  preference or
priority of the Series "C" Preferred Stock;

         (c) pay or declare any cash dividend on any Junior  Securities or apply
any of its assets to the redemption,  retirement,  purchase or other acquisition
directly  or  indirectly,  through  subsidiaries  or  otherwise,  of any  Junior
Securities  or  any  rights,  options,   warrants  to  purchase,  or  securities
convertible  into,  Junior  Securities  except for the  acquisition of shares of
Common  Stock or options to  purchase  shares of Common  Stock from  officers or
employees of, or consultants  to, the  corporation in accordance  with any stock
option or other agreement entered into by the corporation;

         (d) create or issue any securities of the corporation which have equity
features and which rank senior to the Series "C" Preferred Stock upon payment of
dividends or upon liquidation or other distribution of assets;

         (e)  increase  the  authorized  number  of  shares  of the  Series  "C"
Preferred Stock;

         SECTION 6.  CONVERSION  INTO COMMON STOCK.  The holder of any shares of
Series  "C"  Preferred  Stock  shall  have  conversion  rights as  follows  (the
"Conversion Rights"):

(a) RIGHT TO CONVERT.  Ninety (90) days after issuance, each share of Series "C"
Preferred  Stock shall be  convertible,  without  the payment of any  additional
consideration  by the holder  thereof  and at the option of the holder  thereof,
into four hundred (400) fully paid and  nonassessable  shares of common stock of
the Company, subject to adjustment as outlined below.

         Each  share of Series  "C"  Preferred  Stock is  convertible  into FOUR
HUNDRED  (400) shares of the Company's  common  stock.  In the event the Company
shall,  at any time prior to the expiration date of this conversion and prior to
the  exercise  thereof:  (i) declare or pay to the holders of the common stock a
dividend  payable in any kind of shares of stock of the Company;  or (ii) change
or divide or otherwise  reclassify its common stock into the same or a different
number of shares  with or  without  par  value,  or into  shares of any class or
classes;  or (iii)  consolidate  or merge with,  or transfer  its property as an
entirety or substantially as an entirety to, any other  corporation;  then, upon
subsequent  exercise of this  conversion,  the holder thereof shall receive,  in
addition to or in substitution  for the shares of common stock to which he would
otherwise be entitled upon such exercise, such additional shares of stock of the
Company,  or such reclassified shares of stock of the Company, or such shares of
the securities or property of the Company  resulting from such  consolidation or
merger  or  transfer,  which he would  have  been  entitled  to  receive  had he
exercised this conversion prior to the happening of any of the foregoing events.

         (b) MECHANICS OF CONVERSION.  Holders of Series "C" Preferred Stock may
exercise their  conversion  rights at any time ninety (90) days after  issuance.
Before any holder of Series "C" Preferred Stock shall be entitled to convert the
same into full shares of common stock,  he shall  surrender the  certificate  or
certificates therefore, duly endorsed, at the office of the corporation or of

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any transfer  agent for the Series "C" Preferred  Stock,  and shall give written
notice to the  corporation at such office that he elects to convert the same and
shall state  therein  his name or the name or names of his  nominees in which he
wishes the certificate or certificates for shares of common stock to be issued.

         (c) The corporation shall, as soon as practicable thereafter, issue and
deliver at such office to such holder of Series "C" Preferred  Stock,  or to his
nominee or nominees,  a certificate or certificates  for the number of shares of
common stock to which he shall be entitled as  aforesaid,  together with cash in
payment of any accrued  unpaid  dividends on the shares of Series "C"  Preferred
Stock  converted   through  the  date  of  conversion,   and  a  certificate  or
certificates  for such Series "C"  Preferred  Stock as were  represented  by the
certificates  surrendered and not converted.  Such conversion shall be deemed to
have  been  immediately  prior  to the  close  of  business  on the date of such
surrender  of the  shares of Common  Stock  issuable  upon  conversion  shall be
treated  for all  purposes  as the record  holder or  holders of such  shares of
Common stock on such date.

         (d) NO  IMPAIRMENT.  The  corporation  will not,  by  amendment  of its
Certificate of Incorporation or through any reorganization,  transfer of assets,
consolidation,  merger,  dissolution,  issue or sale of  securities or any other
voluntary action, avoid or seek to avoid the observance or performance of any of
the terms to be observed or performed  hereunder by the  corporation but will at
all times in good faith assist in the carrying out of all the provisions of this
Section  6 and in the  taking  of  all  such  action  as  may  be  necessary  or
appropriate  in order to protect  the  conversion  rights of the  holders of the
Series "C" Preferred Stock against impairment.

         (e)  NOTICES  OF  RECORD  DATE.  In  the  event  of any  taking  by the
corporation  of a record  of the  holders  of any  class of  securities  for the
purpose of  determining  the  holders  thereof  who are  entitled to receive any
dividend (other than a cash dividend which is the same as cash dividends paid in
previous  quarters) or other  distribution,  the corporation  shall mail to each
holder of Series  "C"  Preferred  Stock at least ten (10) days prior to the date
specified herein, a notice specifying the date on which any such record is to be
taken for the purpose of such dividend or distribution.

         (f) COMMON  STOCK  RESERVED.  The  corporation  shall  reserve and keep
available out of its authorized but unissued  Common Stock such number of shares
of Common Stock as shall from time to time be sufficient to effect conversion of
the Series "C" Preferred Stock.

         IN WITNESS  WHEREOF,  the officers named below acting for and on behalf
of  the  corporation,  have  subscribed  their  names  to  this  Certificate  of
Designation this 13th day of August, 2001.



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VERTICAL COMPUTER SYSTEMS, INC.
A DELAWARE CORPORATION


BY: ________________________________________
         RICHARD WADE, PRESIDENT

BY: ________________________________________
         WILLIAM MILLS, SECRETARY

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