Exhibit 10.72

                              EMPLOYMENT AGREEMENT

      THIS AGREEMENT (the "Agreement")  effective the first day of December 2001
entered into by and between  Richard Wade  ("Executive")  and Vertical  Computer
Systems,  Inc., a Delaware corporation ("the Company") or any of its affiliates,
with its  principal  place of  business  at 6336  Wilshire  Blvd.  Los  Angeles,
California 90048. This Agreement may be unilaterally transferred to an affiliate
of the Company, without economic detriment to the Employee.

                                   BACKGROUND

      A.  The  Company  has  been  established  for the  purpose  of  e-commerce
development and related Internet business operations;

      B. The Company desires to employ Executive as Chief Executive  Officer and
President and Executive desires to be so employed and;

      NOW,  THEREFORE,  the parties desire to  memorialize  herein the terms and
conditions of Executive's  employment.  In consideration of the mutual covenants
and promises  contained  herein and other good and valuable  consideration,  the
parties hereby  acknowledge  the receipt and  sufficiency  of which hereto,  the
parties agree as follows:

      1.  POSITION.
          --------

      Executive  shall serve as Chief  Executive  Officer and President upon the
terms set forth in this  Agreement.  Executive  shall have the  responsibilities
inherent  in this  position  and  shall  report to the  Board of  Directors  and
Executive  shall  perform  any  other  duties  reasonably  required  by Board of
Directors.

      2.  TERM OF EMPLOYMENT.
          ------------------

      Subject  to the  provisions  of this  Agreement,  the term of  Executive's
employment  under this  Agreement  shall  commence on December 1, 2001 and shall
continue up to  December31,  2004 (the "Initial  Term").  This  Agreement may be
renewed  for an  additional  two (2) year  term at  Executive's  option  and the
Board's  approval.  However,  the  Executive  shall have the option to renew the
agreement for two years provided the Company achieves a minimum profitability of
$5,000,000  in 2002 with a 50%  minimum  increase in net profit in 2003 and 2004
respectively  upon the good faith concurrence of the Board in the achievement of
the  performance  criteria  or  validation  of  "profitability"  by  independent
auditors.  Unless either party elects to terminate  this Agreement at the end of
the initial or any renewal term by giving the other party written notice of such
election at least  ninety (90) days before the  expiration  of the then  current
term, this Agreement shall be deemed to have been renewed for an additional term
of two (2 year  commencing  on the day after the  expiration of the then current
term.  Either party may elect not to renew this Agreement with or without cause,


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in which  case this  Section 2 shall  govern  Executive's  termination,  and not
Section  5. Upon  expiration  of this  Agreement  after  notice of  non-renewal,
Company shall provide Executive all compensation and benefits to which Executive
is entitled through the date of termination and thereafter  Company's obligation
hereunder shall cease.

      Notwithstanding  what is contained in this  agreement,  the Executive will
sign and abide by the employee handbook and all other company's policies.

      3.  COMPENSATION AND BONUS.
          ----------------------

          3.1 SALARY.  The Company  shall pay Executive an annual base salary of
THREE HUNDRED  THOUSAND  DOLLARS  ($300,000.00)  during the term of  Executive's
employment,  payable  in  accordance  with the  Company's  semi-monthly  payroll
disbursement cycle ("Base Compensation"). Executive's Base Compensation shall be
reviewed  and  increased  each year during the term of  Executive's  employment,
provided  that the Company's  performance  criteria are achieved as set forth by
the Board each year; and

          3.2 BONUS.  Executive shall receive an annual bonus One Hundred Twenty
(120) days after the end of the Company's  fiscal year from a pool equal to five
(5) percent of the  Company  taxable  income  from the federal tax return  filed
before  depreciation.  Executive's  share  of the  bonus  pool is  equal  to the
percentage of his annual base  compensation  to the total  combined  annual base
compensation of all executives of Company in bonus pool;

          3.3 WARRANTS.  Executive will receive 20,000,000  warrants at a strike
price of $0.10 and 600,000  non-dilutable  warrants  at a strike  price of $0.10
piggyback registration rights in the form attached. The Executive will be vested
monthly in equal  amounts  over three (3) years,  so long as  Executive  remains
employed by the Company or as otherwise set forth herein in this Agreement.


          3.4  SERVICE  WITH THE  COMPANY.  During  the term of this  Agreement,
Executive shall perform such reasonable  employment  duties,  commensurate  with
Executive's  position,  as the  Board of  Directors,  shall,  from time to time,
assign to Executive;

          3.5   PERFORMANCE  OF  DUTIES.   Executive  shall  serve  the  Company
faithfully  and to the  best of his  ability  and  devote  full  business  time,
attention,  skill  and  effort  exclusively  to the  performance  of the  duties
described  in  this  Agreement.   Executive  shall  comply  with  all  policies,
procedures  and budgets  established  by the Company in the  performance  of his
duties and  responsibilities.  During the Period of Employment,  (i) Executive's
working time, energy, skill and best efforts shall be devoted to the performance
of Executive's duties hereunder in a manner which will faithfully and diligently
further the business and interests of Company; and (ii) Executive shall not

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accept any other  employment,  or engage,  directly or indirectly,  in any other
business,  commercial,  or  professional  activity  (whether  or  not  providing
compensation)  that is or may be competitive  with Company or any Affiliate that
might  create a conflict  of  interest  with  Company or any  Affiliate  or that
otherwise  might  interfere  with the  business  of  Company  or any  Affiliate.
Executive may engage in charitable,  civic,  fraternal,  professional  and trade
association  activities  that  do  not  interfere  materially  with  Executive's
obligations to Company;

          3.6  VACATION AND SICK LEAVE.  Executive  will be entitled to Four (4)
weeks of vacation and sick leave equal to six (6) days per year.  Vacation  time
and sick leave shall not be  accumulated  after the end of any year.  Sick leave
shall accumulate at the rate of one half day per month;

          3.7 EXPENSES.  The Company shall reimburse  Executive for all expenses
incurred in connection  with his duties on behalf of the Company,  provided that
Executive shall keep, and present to the Company,  records and receipts relating
to  reimbursable  expenses  incurred by her. Such records and receipts  shall be
maintained and presented in a format,  and with such regularity,  as the Company
reasonably  may require in order to  substantiate  the Company's  right to claim
income tax deductions for such expenses.  Without limiting the generality of the
foregoing, Executive shall be entitled to reimbursement for any business-related
travel, business-related  entertainment,  whether at his residence or otherwise,
or other  costs and  customary  business  expenses  reasonably  incident  to the
performance  of his duties on behalf of the Company.  Executive will be entitled
to reimbursement of all reasonable,  customary business expenses incurred by his
in the performance of his duties.

          3.8  BENEFITS.  Executive  will  be  entitled  to  participate  in the
employee  benefit plans or programs of the Company,  including  medical and life
insurance and profit  sharing,  to the fullest extent  possible,  subject to the
rules and regulations  applicable hereto and to standard eligibility and vesting
requirements  of any  coverage and shall be  furnished  with other  services and
perquisites appropriate to his position.  Without limiting the generality of the
foregoing, Executive shall be entitled to the following benefits:

               (a) Comprehensive  medical  insurance for Executive,  his spouse,
and his dependent children with TWENTY PERCENT (20%) deductibles;

               (b) Dental insurance for Executive,  Executive's  spouse, and his
dependent children;

               (c) Group term life  insurance  with death  benefits equal to one
hundred percent (100%) of base salary;

               (d) Annual physical examination;

               (e) Long-term disability.


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      4.  TERMINATION.
          -----------

          4.1  DUE TO DISABILITY

               (a) If Executive  becomes unable to perform the duties  specified
hereunder  due to partial or total  disability or  incapacity  resulting  from a
mental or physical illness, injury or any other cause, Company will continue the
payment of  Executive's  base  salary at its then  current  rate for a period of
TWENTY-SIX  (26) weeks  following the date  Executive is first unable to perform
such duties due to such disability or incapacity. Thereafter, Company shall have
no obligation for base salary, bonus or other compensation payments to Executive
during the continuance of such  disability or incapacity.  Company will continue
to provide benefits to Executive so long as Executive remains employed;

               (b) If  Executive  is  unable to  perform  the  duties  specified
hereunder  due to partial or total  disability or  incapacity  resulting  from a
mental or physical  illness,  injury or any other cause for a period of TEN (10)
consecutive  weeks or for a  cumulative  period of SEVENTY  (70)  business  days
during any FIVE (5) month period  ("Disability"),  then, to the extent permitted
by law, Company shall have the right to terminate this Agreement thereafter,  in
which event Company shall have no further  obligations or liabilities  hereunder
after the date of such termination  except Executive will be deemed disabled and
eligible for the payments  outlined in paragraph 4.1 (a).  EXECUTIVE  REPRESENTS
THAT TO THE BEST OF HIS KNOWLEDGE HE HAS NO MEDICAL  CONDITION  THAT COULD CAUSE
PARTIAL OR TOTAL  DISABILITY  THAT WOULD RENDER HER UNABLE TO PERFORM THE DUTIES
SPECIFIED IN THIS AGREEMENT  OTHERWISE THE BENEFITS IN PARAGRAPH 4.1(a) SHALL BE
NULL AND VOID.

          4.2  DUE TO DEATH.  If Executive dies during the period of employment,
Executive's  employment  with  Company  shall  terminate  as of  the  end of the
calendar  month in which the death  occurs.  Company shall have no obligation to
Executive  or  Executive's  estate  for  Base  Compensation  or  other  form  of
compensation  or  benefit  other  than  amounts  accrued  through  the  date  of
Executive's  death,  except as  otherwise  required  by law or by benefit  plans
provided at Company expense.

      In  the  event  of  the  termination  of  Executive's  employment  due  to
Executive's death or Disability, Executive or Executive's legal representatives,
as the case may be, shall be entitled to:

               (a) In the case of  death,  unpaid  Base  Compensation  earned or
accrued through  Executive's date of death and continued Base  Compensation at a
rate in  effect at the time of death,  for a period  of (3) three  months  after
which Executive's death occurs, or the end of the employment term, which ever is
the lesser amount.

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               (b) Any performance or special incentive bonus earned but not yet
paid;

               (c) A pro rata performance bonus for the year in which employment
terminates  due to death or Disability  based on the  performance of Company for
the year during which such termination occurs or, if performance results are not
available,  based on the performance bonus paid to Executive for the prior year;
and

               (d) Any other  compensation  and  benefits to which  Executive or
Executive's  legal  representatives  may be  entitled  under  applicable  plans,
programs  and  agreements  of Company to the  extent  permitted  under the terms
thereof,  including,  without limitation,  life insurance as provided in Section
3.8 above.

          4.3  FOR  CAUSE.   Company  may   terminate   Executive's   employment
relationship  with  Company  for "cause" by action of at least a majority of the
Company's Board of Directors, at a meeting duly called and held upon at least 30
days written notice to the Executive specifying the particulars of the action or
inaction  alleged to constitute  "cause" and at which meeting  Executive and his
counsel were entitled to be present and given adequate opportunity to be heard..

               (a) For purposes of this Agreement,  termination of employment of
Executive  by the  Company  for  "cause"  means  termination  for the  following
reasons: (i) frequent and unjustifiable absenteeism, other than solely by reason
of his  illness or  physical or mental  disability;  (ii)  failing to follow the
reasonable  instructions  of the Chairman;  (iii) proven  dishonesty  materially
injurious to the Company or to its business, operations, assets or condition (an
"Adverse Effect"); or gross violation of Company policy or procedure after being
warned, notified, or Executive's  acknowledged,  gross or willful misconduct, or
willful  neglect to act, which  misconduct or neglect is committed or omitted by
Executive in bad faith and had an Adverse Effect; or (iv) a failure by Executive
to comply with any material  provision of this  Agreement,  which failure is not
cured (if  capable of cure)  within 30 days after  receipt of written  notice of
such  non-compliance by Executive.  Action or inaction by Executive shall not be
considered  "willful" unless done or omitted by him intentionally or not in good
faith and without  reasonable belief that his action or inaction was in the best
interest of the Company, and shall not include failure to act by reason of total
or partial incapacity due to physical or mental illness.

               (b)  Company  shall  have no  obligation  to  Executive  for Base
Compensation  or other form of  compensation  or  benefits,  except as otherwise
required by law, other than (i) amounts accrued through the date of termination,
and  (ii)  reimbursement  of  appropriately   documented  expenses  incurred  by
Executive  before the  termination of  employment,  to the extent that Executive
would  have been  entitled  to such  reimbursement  but for the  termination  of
employment.

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          4.4  TERMINATION OF EMPLOYMENT BY THE EXECUTIVE

               (a) The Executive may  terminate his  employment  for Good Reason
and receive the payments and benefits specified in Section 4.4 (a)(iii)(B)). For
purposes of this  Agreement,  "Good Reason" will exist if any one or more of the
following occur:

                   (i)  Failure by the  Company to honor any of its  obligations
under this Agreement,  including,  without  limitation,  its  obligations  under
Sections 1 and 3.4  (Employment  Capacity  and Duties),  Section 3.5  (Executive
Performance  Covenants),  Sections  3.1,  3.2, 3.3  (Compensation),  Section 3.7
(Reimbursement   of  Expenses).   Sections  3.6  and  3.8  (Employee   Benefits,
Vacations),  Section 11  (Indemnification)  and  Section  12.3  (Successors  and
Assigns); or

                   (ii)  Any  purported   termination  by  the  Company  of  the
Executive's  employment that is not effected pursuant to a Notice of Termination
satisfying  the  requirements  of Section  4.3 above and,  for  purposes of this
Agreement, no such purported termination shall be effective.

                   (iii) (A) If there is a Change in Control of the  Company (as
defined  below)  and  the  employment  of  the  Executive  is   concurrently  or
subsequently  terminated (i) by the Company without Cause,  (ii) by service of a
Notice of Termination or (iii) by the resignation of the Employee because he has
reasonably   determined   in  good   faith   that   his   titles,   authorities,
responsibilities,  salary,  bonus opportunities or benefits have been materially
diminished,  or that a material  adverse  change in his working  conditions  has
occurred or the Company has breached this  Agreement,  then  Executive  shall be
entitled to the "Benefits"  described in (B). For the purpose of this Agreement,
a Change in Control of the Company has occurred  when:  (x) any person  (defined
for the  purposes  of this  Section  to mean any person  within  the  meaning of
Section  13(d) of the  Securities  Exchange Act of 1934 (the  "Exchange  Act")),
other than the Company,  or an employee benefit plan established by the Board of
Directors of the  Company,  acquires,  directly or  indirectly,  the  beneficial
ownership  (determined  under Rule 13d-3 of the  regulations  promulgated by the
Securities and Exchange  Commission  under Section 13(d) of the Exchange Act) of
securities  issued by the Company  having  twenty  percent  (20%) or more of the
voting  power of all of the  voting  securities  issued  by the  Company  in the
election of directors at the meeting of the holders of voting  securities  to be
held for such purpose; or (y) a majority of the directors elected at any meeting
of the  holders of voting  securities  of the  Company  are persons who were not
nominated  for such  election by the Board of Directors of the Company or a duly
constituted  committee of the Board of Directors of the Company having authority
in such matters;  or (z) the Company  merges or  consolidates  with or transfers
substantially all of its assets to another person.

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                         (B)  Benefits.  If during the term of this  Agreement a
Change of  Control"  occurs  (as  defined  above)  then the  Executive  shall be
entitled to receive the following:  (i) salary and vacation  accrued through the
date of the Change in Control plus an amount equal to three years of Executive's
salary then in effect,  payable  immediately  upon  Change in  Control,  (ii) an
amount equal to three times target bonus for the fiscal year in which the Change
in Control occurs (as well as any unpaid bonus from the prior fiscal year),  all
payable  immediately  upon  Change in  Control,  (iii)  acceleration  in full of
vesting of all outstanding  stock options,  Tarps and other equity  arrangements
subject to vesting and held by Executive  (and in this regard , all such options
and other exercisable rights held by Executive shall remain exercisable one year
following  the date of the Change in Control),  (iv) (A)  continuation  of group
health and insurance  benefits at the  Company's  cost pursuant to the Company's
standard  programs as in effect from time to time (or at the Company's  election
substantially  similar  benefits  as in  effect  at  the  Termination  Date  (if
applicable),  through a third party carrier) for  executive,  his spouse and any
children, for three years following date of Change in Control (even if executive
ceases employment), and (B) thereafter, to the extent COBRA shall be applicable,
continuation  of health  benefits for such persons at  Executive's  cost,  for a
period  of 18  months  or such  longer  period  as may be  applicable  under the
Company's policies then in effect,  provided the Executive makes the appropriate
election  and  payments,  and (v) no other  compensation  ,  severance  or other
benefits.

               (b) Additional  Payments by the Company.  If it is determined (as
hereafter  provided) that any payment or  distribution  by the Company to or for
the  benefit  of  Executive,   whether  paid  or  payable  or   distributed   or
distributable  pursuant to the terms of this Agreement or otherwise  pursuant to
or by reason of any other  agreement,  policy,  plan,  program,  or arrangement,
including  without  limitation any stock option,  stocck  appreciation  right or
similar right or the lapse or termination  of any  restriction on or the vesting
or  exercisability  of any of the  foregoing (a "Payment "), would be subject to
the excise tax imposed by section 4999 of the Code (or any successor  provisions
thereto) or to any  similar tax imposed by state or local law , or any  interest
or penalties  with respect to such excise tax (such tax or taxes,  together with
any such interest and penalties,  are hereafter  collectively referred to as the
"Excise Tax"), then Executive will be entitled to receive an additional  payment
or payments (a  "Gross-Up  Payment")  in an amount such that,  after  payment by
Executive of all taxes (including any interest or penalties imposed with respect
to such taxes),  including  any Excise Tax,  imposed upon the Gross-up  Payment,
Executive  retains  an amount of the  Gross-Up  Payment  equal to the Excise Tax
imposed upon the Payments

               (c) The Executive  shall have the right  voluntarily to terminate
his  employment  other than for Good Reason  prior to the  Scheduled  Employment
Termination  Date, and if the Executive  shall so terminate his  employment,  he
shall be entitled  only to payment of the amounts  which would be payable  under
Section 4.3 had he been terminated for Cause.

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          4.5  TERMINATION OBLIGATIONS.
               -----------------------

               (a) All tangible Company  Property shall be returned  promptly to
Company upon termination of the Period of Employment;

               (b) All benefits to which  Executive is otherwise  entitled shall
cease upon Executive's  termination,  unless  explicitly  continued either under
this Agreement or under any specific written policy or benefit plan of Company;

               (c) Upon termination of the Period of Employment, Executive shall
be deemed to have  resigned  from all offices and  directorships  then held with
Company or any Affiliate.

               (d) Executive's obligations under this Section 4.5 on Termination
Obligations,  Section  5 on  Confidentiality  and  Non-Disclosure,  Section 7 on
Inventions,  and Section 8 on Arbitration  shall survive the  termination of the
Period of Employment and the expiration or termination of this Agreement; and

               (e)  Following  any  termination  of the  Period  of  Employment,
Executive  shall  cooperate  fully  with  Company  in all  matters  relating  to
completing pending work on behalf of Company and the orderly transfer of work to
other employees of Company. Executive shall also cooperate in the defense of any
action  brought by any third party  against  Company  that relates in any way to
Executive's acts or omissions while employed by Company.

      5.  CONFIDENTIALITY AND NON-DISCLOSURE.
          ----------------------------------

          Executive  agrees  to abide by the  terms of the  Confidentiality  and
Non-Disclosure  Agreement  appended  hereto as Exhibit A and to comply with such
confidentiality,  non-disclosure,  and proprietary  information  policies now in
effect by the Company or as may be established in the future.

      6.  COMPANY PROPERTY.
          ----------------

          All  products,   records,  designs,  patents,  plans,  data,  manuals,
brochures,  memoranda,  devices, lists and other property delivered to Executive
by or on behalf of the Company, all confidential  information including, but not
limited to,  lists of  potential  customers,  prices,  and similar  confidential
materials or information respecting the business affairs of the Company, such as
hardware  manufacturers,  software  developers,  networks,  strategic  partners,
business  practices  regarding  technology  and  schedules,  legal  actions  and
personnel  information,  and all records  compiled by Executive which pertain to
the business of the Company,  and all rights, title and interest now existing or
that may exist in the future in and to any intellectual  property rights created
by Executive for the Company,  in performing  his duties during the term of this
Agreement shall be and remain the property of the Company.  Executive  agrees to

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execute and deliver at a future date any  further  documents  that the  Company,
determines  may be necessary or desirable to perfect the Company's  ownership in
any intellectual or other property rights.

      7.  INVENTIONS.
          ----------

          7.1 Subject to the  limitations  of California  LABOR CODE ss. 2870, a
copy of which is  attached  as  Exhibit B,  "Inventions"  shall mean any and all
writings, original works or authorship,  inventions, ideas, trademarks,  service
marks,  patents,  copyrights,   know-how,   improvements,   processes,  designs,
formulas,  discoveries,  technology,  computer hardware or software,  procedures
and/or  techniques  which  Executive  may make,  conceive,  discover,  reduce to
practice or develop,  either solely or jointly with any other person or persons,
at any time during the Period of Employment, whether or not during working hours
and  whether or not at the  request or upon the  suggestion  of  Company,  which
relate to or are useful in connection with any business now or hereafter carried
on or  contemplated  by Company,  including  developments  or  expansions of its
present fields of operations;

          7.2 Executive  shall make full disclosure to Company of all Inventions
and shall do  everything  necessary  or  desirable  to vest the  absolute  title
thereto in Company.  Executive  shall write and prepare all  specifications  and
procedures regarding such inventions,  improvements,  processes,  procedures and
techniques  and otherwise aid and assist Company so that Company can prepare and
present  applications  for copyright or Letters  Patent  therefor and can secure
such  copyright  or  Letters  Patent  wherever  possible,  as well as  reissues,
renewals,  and  extensions  thereof,  and can obtain  the  record  title to such
copyright  or  patents  so that  Company  shall be the sole and  absolute  owner
thereof  in all  countries  in which it may desire to have  copyright  or patent
protection.  Executive  shall  not be  entitled  to any  additional  or  special
compensation or reimbursement regarding any Invention;

          7.3 All  Inventions  shall  be the  sole  and  exclusive  property  of
Company.  Executive  agrees  to,  and  hereby  does,  assign to  Company  all of
Executive's right, title, and interest  (throughout the United States and in all
foreign countries), free and clear of all liens and encumbrances, in and to each
Invention.

          7.4 CONTINUING  OBLIGATIONS.  The rights and  obligations of Executive
and  Company  set  forth  in this  Section  shall  survive  the  termination  of
Executive's employment and the expiration of this Agreement.

      8.  ARBITRATION.
          -----------

          8.1 ARBITRABLE  CLAIMS.  To the fullest  extent  permitted by law, all
disputes  between  Executive  (and his  attorneys,  successors  and assigns) and
Company  (and its  Affiliates,  shareholders,  directors,  officers,  employees,
agents,  successors,  attorneys and assigns) of any kind whatsoever,  including,
without  limitation,  all disputes  arising  under this  Agreement  ("Arbitrable
Claims"), shall be resolved by arbitration. All persons and entities specified

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in the preceding sentence (other than Company and Executive) shall be considered
third-party  beneficiaries of the rights and obligations created by this Section
on  Arbitration.  Arbitrable  Claims  shall  include,  but are not  limited  to,
contract  (express  or  implied)  and tort  claims of all kinds,  as well as all
claims  based on any  federal,  state  or  local  law,  statute  or  regulation,
excepting  only  claims  under   applicable   workers'   compensation   law  and
unemployment  insurance  claims.  By way of example and not in limitation of the
foregoing, Arbitrable Claims shall include any claims arising under Title VII of
the Civil Rights Act of 1964,  the Age  Discrimination  in  Employment  Act, the
Americans with  Disabilities  Act and the California Fair Employment and Housing
Act;

          8.2 PROCEDURE. Arbitration of Arbitrable Claims shall be in accordance
with the  National  Rules  for the  Resolution  of  Employment  Disputes  of the
American  Arbitration  Association,  as amended  ("AAA  Employment  Rules"),  as
augmented in this Agreement.  Arbitration  shall be initiated as provided by the
AAA Employment Rules,  although the written notice to the other party initiating
arbitration  shall also  include a statement  of the  claim(s)  asserted and the
facts upon which the claim(s) are based.  Arbitration shall be final and binding
upon the parties and shall be the exclusive  remedy for all  Arbitrable  Claims.
Either  party may bring an action  in court to  compel  arbitration  under  this
Agreement and to enforce an arbitration  award.  Otherwise,  neither party shall
initiate or prosecute any lawsuit or administrative action in any way related to
any Arbitrable Claim.  Notwithstanding  the foregoing,  either party may, at its
option, seek injunctive relief pursuant to section 1281.8 of the California Code
of Civil  Procedure.  All  arbitration  hearings under this  Agreement  shall be
conducted in Los Angeles,  California.  THE PARTIES HEREBY WAIVE ANY RIGHTS THEY
MAY HAVE TO TRIAL BY JURY IN REGARD TO  ARBITRABLE  CLAIMS,  INCLUDING,  WITHOUT
LIMITATION, ANY RIGHT TO TRIAL BY JURY AS TO THE MAKING, EXISTENCE,  VALIDITY OR
ENFORCEABILITY OF THE AGREEMENT TO ARBITRATE;

          8.3 ARBITRATOR  SELECTION AND  AUTHORITY.  A single  arbitrator  shall
decide  all  disputes  involving  Arbitrable  Claims.  The  arbitrator  shall be
selected  by mutual  agreement  of the  parties  within  thirty (30) days of the
effective date of the notice  initiating the arbitration.  If the parties cannot
agree on an  arbitrator,  then the  complaining  party shall  notify the AAA and
request  selection of an arbitrator in accordance with the AAA Employment Rules.
The arbitrator shall have authority to award equitable  relief,  damages,  costs
and fees to the same extent that,  but not greater than, a court would have. The
fees of the arbitrator shall be split between both parties equally,  unless this
would  render  this  Section  of  Arbitration  unenforceable,  in which case the
arbitrator  shall  apportion  said fees so as to  preserve  enforceability.  The
arbitrator  shall have  exclusive  authority to resolve all  Arbitrable  Claims,
including,  but not limited to, whether any  particular  claim is arbitrable and
whether all or any part of this Agreement is void or unenforceable;

          8.4 CONTINUING  OBLIGATIONS.  The rights and  obligations of Executive
and  Company  set  forth  in this  Section  on  Arbitration  shall  survive  the
termination of Executive's employment and the expiration of this Agreement.

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<PAGE>

      9.  PRIOR  AGREEMENTS;  CONFLICTS OF  INTEREST.  Executive  represents  to
Company: (a) that there are no restrictions,  agreements or understandings, oral
or written,  to which  Executive is a party or by which  Executive is bound that
prevent or make unlawful Executive's execution or performance of this Agreement;
(b)  none  of  the   information   supplied  by  Executive  to  Company  or  any
representative  of Company or placement  agency in connection  with  Executive's
employment by Company misstated a material fact or omitted information necessary
to make the information  supplied not materially  misleading;  and (c) Executive
does not have any business or other relationship that creates a conflict between
the interests of Executive and the Company.


      10. NON-COMPETITION.  During  the term of this Agreement  Executive  shall
not:

          10.1 Start employment with, offer consulting services to, or otherwise
become involved in, advise or participate on behalf of any other company, entity
or individual, in the field of the Company; and

          10.2  Individually  or through any agent,  for herself or on behalf of
any other person or entity (i) solicit employees of the Company,  to entice them
to leave the  Company;  or (ii)  solicit or induce and third party now or at any
time during the term of this Agreement who is providing services to the Company,
through  license,  contract,  partnership,  or  otherwise to terminate or reduce
their relationships with the Company.

      11. INDEMNIFICATION.  As an employee, officer and director of the Company,
the Executive  shall be indemnified  against all  liabilities,  damages,  fines,
costs  and  expenses  by the  Company  in  accordance  with the  indemnification
provisions of the Company's  Certificate  of  Incorporation  as in effect on the
date hereof,  and otherwise to the fullest extent to which  employees,  officers
and  directors  of a  corporation  organized  under the laws of Delaware  may be
indemnified  pursuant to Delaware General  Corporations  Law, as the same may be
amended  from  time to time (or any  subsequent  statute  of  similar  tenor and
effect), subject to the terms and conditions of such statute.

      12. BINDING AGREEMENT; SUCCESSORS.
          ------------------------------

          12.1 This  Agreement  shall be  binding  upon and  shall  inure to the
benefit of the Company and its successors and assigns. The Company shall require
any successor (whether direct or indirect, by purchase, merger, consolidation or
otherwise)  to all or  substantially  all of the business  and/or  assets of the
Company, by agreement to assume expressly and agree to perform this agreement in
the same manner and to the same  extent  that the  Company  would be required to
perform  it if no  such  succession  had  taken  place.  For  purposes  of  this
Agreement,  " Company"  shall mean the Company as  hereinbefore  defined and any
successor to its business and/or assets as aforesaid.

          12.2 This  Agreement  shall be  binding  upon and  shall  inure to the
benefit  of  the  Executive's  personal  or  legal  representatives,  executors,
administrators, successors, heirs, distributees, beneficiaries, devises and


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<PAGE>

legatees.  If the  Executive  should die while any  amounts  are  payable to him
hereunder,  all such amounts, unless otherwise provided herein, shall be paid in
accordance with the terms of this Agreement to the Executive's devisee. Legatee,
beneficiary  or  other  designee  or,  if  there  be no  such  designee,  to the
Executive's estate.

          12.3 Except as otherwise set forth in this Section 12, this  Agreement
is  personal  in nature and neither of the  parties  hereto  shall,  without the
consent  of the other,  assign,  or  transfer  this  Agreement  or any rights or
obligations hereunder.  Without limiting the foregoing, the Executive's right to
receive payments  hereunder shall not be assignable or transferable,  whether by
pledge,  creation of a security interest or otherwise,  other than a transfer by
his will or trust or by the laws of descent or distribution, and in the event of
any  attempted  assignment  or transfer  contrary to this  paragraph the company
shall  have no  liability  to pay any  amount so  attempted  to be  assigned  or
transferred.

      13. MISCELLANEOUS PROVISIONS.
          ------------------------

          13.1 AUTHORITY.  Each party hereto represents and warrants that it has
full power and  authority  to enter  into this  Agreement  and to  perform  this
Agreement in accordance with its terms.

          13.2 GOVERNING LAW. This Agreement shall be construed, interpreted and
enforced in accordance with the laws of the State of California.

          13.3 CAPTIONS.  The captions of the sections of this Agreement are for
convenience of reference only and in no way define, limit or affect the scope or
substance of any section of this Agreement.

          13.4  SEVERABILITY.  In the event that any provision of this Agreement
shall be invalid, illegal or otherwise unenforceable, the validity, legality and
enforceability  of the  remaining  provisions  shall  in no way be  affected  or
impaired thereby.

          13.5 AMENDMENT. This Agreement may be amended only in writing executed
by the parties hereto.

          13.6 ATTORNEY'S  FEES. In the event of a dispute the prevailing  party
shall be entitled to be reimbursed for its legal fees by the other party.

          13.7 SPECIAL COSTS.  Notwithstanding Section 12.6, if a dispute arises
regarding a termination of the Executive or the interpretation or enforcement of
this  Agreement,  subsequent to a Change in Control or for Good Reason,  all the
reasonable legal fees and expenses incurred by the Executive and any arbitration
costs in contesting  any such  termination or obtaining or enforcing all or part
of any right or benefit provided for in this Agreement or in otherwise  pursuing
all or part of his claim will be paid by the Company,  unless prohibited by law.
The Company  further agrees to pay  pre-judgment  interest on any money judgment

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<PAGE>

obtained by Executive calculated at the prime interest rate reported in the Wall
Street  Journal  in effect  from time to time from the date that  payment to him
should have been made under this Agreement.

          13.8  FINALITY OF  AGREEMENT.  This  Agreement,  when  executed by the
parties,  supersedes  all other  agreements  of the parties  with respect to the
matters discussed.

      IN WITNESS WHEREOF,  the parties have executed this Agreement effective as
of the day and year first set forth above.


                                   "EXECUTIVE"



                                   -------------------------------------------
                                          Richard Wade


                                    "VERTICAL COMPUTER SYSTEMS, INC."


                                    By:
                                        --------------------------------------
                                          William Mills - Director & Secretary



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