VERTICAL COMPUTER SYSTEMS, INC.

                           RESTRICTED STOCK AGREEMENT

                                  CONFIDENTIAL

      THIS RESTRICTED STOCK AGREEMENT (the "Agreement") is made and entered into
on  ____________,  20__,  by and between,  [NAME OF  INDIVIDUAL],  an individual
residing at [ADDRESS OF  INDIVIDUAL]  (the  "Employee")  and  Vertical  Computer
Systems,  Inc., a Delaware corporation,  located at 201 Main Street, Suite 1175,
Fort Worth, TX 76102 ("Vertical").

                              W I T N E S S E T H:
                              - - - - - - - - - -

      WHEREAS,  Vertical  desires to provide  the  Employee  an  incentive  with
respect to the Employee's employment [with its subsidiary,  Now Solutions,  Inc.
and their subsidiaries ("Now Solutions")], and to promote the growth and success
of Vertical  and  [its/Now  Solutions  and their]  subsidiaries  by awarding the
Employee a restricted stock award pursuant to the terms of this Agreement.

      NOW,  THEREFORE,  for and in  consideration  of the  mutual  promises  and
covenants  and the  considerations  as set forth  herein,  the parties do hereby
agree as follows:

                                    ARTICLE 1
                                 AWARD OF SHARES

1.1. Grant.  For and in consideration of services to be rendered by the Employee
to [Vertical/Now Solutions] and other valuable consideration, Vertical agrees to
grant and  issue  and does  hereby  grant  and  issue to the  Employee,  and the
Employee agrees to accept and does hereby accept from Vertical,  effective as of
the date of this  Agreement  (the  "Date of  Grant") a  restricted  stock  award
consisting of ________________ shares of common stock in Vertical (the "Shares")
pursuant to the terms and conditions and subject to the restrictions hereinafter
set forth.

1.2  Confidentiality.  As a condition of the grant of Shares in this  Agreement,
Employee  shall  keep  the  terms of this  Agreement  and the  award  of  Shares
confidential.  Employee  shall not disclose  the terms of this  Agreement or the
award of shares to any third party,  including  any  employees of Vertical,  Now
Solutions  or  any  their  subsidiaries  and  affiliates.   Notwithstanding  the
foregoing,  Employee may disclose or discuss the terms of this  Agreement to (a)
the President or CEO of Vertical,  (b) the Chief Financial  Officer of Vertical,
(c) Vertical's  independent auditors, (d) Employee's accountant for tax purposes
or to its personal legal counsel,  provided such  individuals or entities agrees
to keep the terms of this Agreement and the award of the Shares confidential, or
(e) to the  extent  required  by  applicable  law;  provided,  however,  that if
Employee is  required  in any legal  proceeding,  regulatory  proceeding  or any
similar  process to disclose any part of the terms of this  Agreement,  Employee
shall give prompt  notice of such request to Vertical so that  Vertical may seek
an appropriate protective action.

1.3  Vesting of Shares.  The Shares  that have  become  vested  pursuant to this
Section 1.2 are herein  referred to as the "Vested  Shares" and all Shares which
are not vested are herein referred to as the "Unvested Shares."

      (a) Subject to the  restrictions  and  conditions in this  Agreement,  the
Shares shall vest in accordance with the following schedule:


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                  (1) First installment.  ________________________  of the total
Shares on the 1st anniversary of the Date as of the Date of Grant, provided that
the Employee is employed by  [Vertical/Now  Solutions] or providing  services to
[Vertical/Now Solutions] on the 1st anniversary of the Date of Grant.

                  (2) Second  installment.  An  ________________________  of the
total Shares on the second (2nd) anniversary of the Date of Grant, provided that
the Employee is still employed by [Vertical/Now Solutions] or providing services
to [Vertical/Now Solutions] on such second (2nd) anniversary.

                  (3) Third installment. An additional  ________________________
of the  total  Shares  on the  third  (3rd)  anniversary  of the Date of  Grant,
provided  that the Employee is still  employed by  [Vertical/Now  Solutions]  or
providing services to [Vertical/Now Solutions] on such third (3rd) anniversary.

      (b) In the event the Employee's services terminate as set forth below, the
Shares will vest as follows:

                  (1) If the Employee is unable to perform the Employee's duties
in  connection  with the  Employee's  employment  due to 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"),  or due to death,  a  pro-rata  number of Shares  applied to the
applicable installment(s) will vest for a period of twelve (12) months after the
date of termination of Employee's  services or the date of termination  due to a
Disability.

                  (2)  If  the   Employee  is   terminated   without   cause  by
[Vertical/[Vertical/Now  Solutions]], a pro-rata portion of the number of Shares
applied to the  applicable  installment(s)  will vest  through a period  that is
sixty (60) days after the date of termination of employment.

1.4 Term;  Forfeiture.  Upon any  forfeiture,  all rights of the  Employee  with
respect to the forfeited Unvested Shares shall cease and terminate,  without any
further  obligation on the part of Vertical and ownership of the Unvested Shares
shall be transferred back to Vertical. Any Unvested Shares shall be forfeited on
the first to occur of the following:

      (a) 5 p.m. on the date which is twelve (12) months  following  the date of
the  Employee's  termination  of employment by  [Vertical/Now  Solutions] due to
death or Disability.

      (b) 5 p.m. on the date of the  Employee's  termination  of  employment  by
[Vertical/Now Solutions] for Cause;

      (c) 5 p.m. on the date which is sixty (60) days  following the  Employee's
termination  of employment  for any reason other than death  Disability,  or for
Cause.

      (d) 5 p.m. on the date which is the date of the Employee's  termination of
employment in the case where the Employee resigns.

For  purposes  of  this  Section  1.3,  "Cause"  shall  mean  (i)  frequent  and
unjustifiable absenteeism, other than solely by reason of the Employee's illness
or  physical  or  mental  disability;  (ii)  insubordination  or the  Employee's
continued  violation  of the  Employee's  obligation  to perform  the duties and
responsibilities normally required of the Employee's position, which are willful
or grossly negligent,  after the Employee has been given written notice from the
Employee's  supervisor  describing the  Employee's  violations and has failed to
cure or commence to cure such violations  within thirty (30) days; (iii) failing
to follow the reasonable  instructions of the Employee's supervisor;  and (iv) a
willful act of  embezzlement  or  dishonesty  which is  materially  injurious to
Vertical or Now Solutions or any affiliate of Vertical or Now Solutions.


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1.5 Shares Held by the  Custodian.  The Employee  hereby  authorizes and directs
Vertical to deliver any  certificates  issued by Vertical to evidence the Shares
to the President of Vertical (the "Custodian") to be held by the Custodian until
the Shares become Vested Shares.  the Employee hereby  irrevocably  appoints the
Custodian, and any successor thereto, as the true and lawful attorney-in-fact of
the Employee  with full power and  authority  to execute any  transfer  power or
other  instrument  necessary to transfer  the Shares to  Vertical,  in the name,
place and  stead of the  Employee,  if the  Shares  do not vest as  provided  in
Section 1.2 above.

1.6 No Rights to  Distributions.  The  Employee  shall  not be  entitled  to any
dividends paid or declared on Unvested Shares for which the record date is prior
to the vesting of the Shares as provided in Section 1.2 above.

                                    ARTICLE 2
                             RESTRICTIONS ON SHARES

2.1.  Restrictions  on Unvested  Shares.  No portion of the Restricted  Stock or
rights  granted  hereunder  may  be  sold,  transferred,  assigned,  pledged  or
otherwise  encumbered  or disposed of by the  Employee  for any reason or in any
manner,  including  by will or intestacy  until such  portion of the  Restricted
Stock  becomes  vested in  accordance  with Section 1.2 of this  Agreement.  The
period of time between the date hereof and the date all Restricted Stock becomes
vested is referred to herein as the "Restriction  Period." Unvested Shares shall
not be transferable by the Employee.

2.2.  Restrictions  on Vested  Shares.  Vested  Shares  shall be  subject to the
provisions, including all restrictions on transfer, set forth in this Agreement,
including without limitation,  any restrictive legends as set forth on the share
certificate, and any State or Federal regulations, including Rule 144.

                                    ARTICLE 3
                               GENERAL PROVISIONS

3.1. Legends. Any certificate representing the Shares shall be endorsed with the
following  legend or a legend with similar language as determined by Vertical in
its sole and absolute  discretion.  the Employee  shall not make any transfer of
the Shares without first complying with the  restrictions on transfer  described
in such legend:

                             TRANSFER IS RESTRICTED

THE SHARES  REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN AGREEMENT  BETWEEN
THE  CORPORATION  AND THE REGISTERED  HOLDER,  A COPY OF WHICH IS ON FILE AT THE
PRINCIPAL  OFFICE OF THIS  CORPORATION  AND HAVE NOT BEEN  REGISTERED  UNDER THE
SECURITIES  ACT OF 1933, AS AMENDED AND MAY NOT BE SOLD OR  TRANSFERRED  WITHOUT
REGISTRATION UNDER SAID ACT OR AN EXEMPTION THEREFROM.

The Employee agrees that Vertical may also endorse any other legends required by
applicable  federal  or state  securities  law.  Vertical  need not  register  a
transfer of the Shares and may also instruct its transfer  agent, if any, not to
register  the  transfer of the Shares  unless the  conditions  specified  in the
foregoing legends are satisfied.


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3.2 Employee  Shareholder  Rights.  During the Restriction  Period, the Employee
shall have all the rights of a shareholder  with respect to the Restricted Stock
except for the right to transfer the Restricted Stock, as set forth in Article 2
of this  Agreement.  Accordingly,  the Employee shall have the right to vote the
Restricted  Stock and to receive any cash dividends paid to or made with respect
to the Restricted Stock,  provided,  however,  that dividends paid, if any, with
respect  to that  Restricted  Stock  which  has not  vested  at the  time of the
dividend  payment  shall be held in the custody of Vertical and shall be subject
to the same restrictions that apply to the corresponding Restricted Stock.

3.3 Changes in Stock.

      (a) Except as set forth in  subsection  (b), in the event that as a result
of (i)  any  stock  dividend,  forward  stock  split,  or  other  change  in the
Restricted  Stock, or (ii) any merger or sale of all or substantially all of the
assets or other  acquisition  of Vertical and by virtue of any such change,  the
Employee  shall  in the  Employee's  capacity  as owner of  unvested  shares  of
Restricted  Stock which have been awarded to the Employee (the "Prior Stock") be
entitled to new or additional  or different  shares or  securities,  such new or
additional or different shares or securities shall thereupon be considered to be
unvested  Restricted  Stock and shall be  subject to all of the  conditions  and
restrictions  which  were  applicable  to  the  Prior  Stock  pursuant  to  this
Agreement.

      (b) In the event  Vertical  shall  combine the  outstanding  shares into a
smaller  number of shares in connection  with a reverse  stock split,  the Prior
Shares shall be proportionately decreased,  effective at the opening of business
on the full business day next following the day such action becomes effective.

3.4  Employee  Representation.  The  Employee  expressly  acknowledges  that the
Employee has not been induced to enter into this Agreement by the expectation of
employment or continued employment with New Solutions,  Inc. nor with any of its
subsidiaries (including New Solutions (Canada) Inc).

3.5. No Employment  Rights Created.  The award of Shares  hereunder shall not be
construed as granting Employee right to continue or extend Employee's employment
(if any)  with  [Vertical/Now  Solutions]  or as  interfering  with the right of
[Vertical/Now  Solutions]' to terminate the employment of Employee.  The parties
agree  that  [neither  Now  Solutions  nor ]  Vertical  shall  have  no  further
obligations to Employee relating to the grant of stock except as stated herein.

3.6 Notices. Notices and all other communications contemplated by this Agreement
shall be in writing and shall be deemed to have been duly given when  personally
delivered  or when mailed by overnight  courier,  U.S.  registered  or certified
mail, return receipt requested and postage prepaid. In the case of the Employee,
mailed  notices  shall be  addressed  to the  Employee  at the address set forth
above.  In the  case of  Vertical,  mailed  notices  shall be  addressed  to its
corporate  headquarters,  and all notices  shall be directed to the attention of
the  President.  Each  notice,  request,  claim,  demand or other  communication
delivered  or sent in the manner  described  above shall be deemed  sufficiently
delivered  or sent at such time as it is delivered  to the  addressee  (with the
return  receipt  deemed  exclusive  evidence of such receipt) or at such time as
delivery is refused by the addressee.


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3.7 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.

3.8 Governing Law. Without  reference to its conflict of laws  provisions,  this
Agreement  shall be construed,  interpreted  and enforced in accordance with the
laws of the State of Texas and the Federal and State  courts of Texas shall have
exclusive jurisdiction with respect to any dispute arising herein subject to any
local legislation which may apply to the Employee's employment in which case the
said legislation shall apply only with reference to the matter governed therein,
and shall not in any other way affect the  governing law of the Agreement or the
provisions  hereof.  The parties  irrevocably  waive any objection to such venue
based on forum  nonconveniens or similar principle with respect to the exclusive
jurisdiction of the Federal and State courts of Texas.

3.9  Successors  and  Assigns.  The rights,  duties and  obligations  of a party
hereunder  may not be assigned,  delegated or assumed  without the prior written
consent of the other party,  and any such  assignment  shall be void and without
effect, provided that Vertical may assign this Agreement to any successor entity
or  acquiring  entity of  Vertical  if the  context  so  requires,  without  the
Employee's  consent,  and such assignment  shall not constitute a termination of
the Employee's employment hereunder. Nothing herein shall cause a termination of
this Agreement upon the acquisition, reorganization, or merger of Vertical. This
Agreement  shall be binding  upon and shall  inure to the benefit of the parties
hereto and each party's  respective  successors  or permitted  assigns.  Nothing
herein  shall be  construed  to confer  upon any person  not a party  hereto any
right, remedy or claim under or by reason of this Agreement.

3.10 Headings and Pronouns.  The headings 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.  All  pronouns  and any
variations thereof shall be deemed to refer to the masculine,  feminine, neuter,
singular or plural as the  identity of the  entities or persons  referred to any
require.

3.11 Waiver.  No waiver of any breach of any term or provision of this Agreement
shall be  construed  to be, or shall  be, a waiver  of any other  breach of this
Agreement. No waiver shall be binding unless recognized in writing and signed by
the President or the Board.

3.12 Counterparts.  This Agreement may be executed in several counterparts, each
of which shall be an original,  but all of which together  shall  constitute one
and the same  agreement.  It is not necessary that each party hereto execute the
same counterpart.

3.13 Severability. If any provision of this Agreement shall be determined, under
applicable law, to be overly broad in duration,  substantive scope or otherwise,
such  provision  shall be deemed  narrowed to the  broadest  terms  permitted by
applicable  law and shall be enforced as so narrowed.  If any  provision of this
Agreement is nevertheless held invalid, void, or enforceable for any reason, the
remaining  provisions will nevertheless  continue in full force and effect as if
the invalid,  void, or unenforceable  provision had never been contained in this
Agreement  and  the  validity,  legality  and  enforceability  of the  remaining
provisions  shall  remain  in full  force  and  effect  and  shall  in no way be
affected, impaired or invalidated..

3.14  Amendment.  This Agreement may be amended only in writing  executed by the
Employee and an authorized representative of Vertical.


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3.15  Finality of  Agreement.  This  Agreement,  when  executed by the  parties,
supersedes all other  understandings  and agreements of the parties with respect
to the matters set forth herein.

3.16 Independent  Counsel. The Employee represents and warrants to Vertical that
the  Employee  was  advised to consult  with  independent  legal  counsel of the
Employee's own choosing  concerning this Agreement and that Executive has either
done so or has had a reasonable  opportunity to do so and has chosen not to seek
independent legal counsel.

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

                                       VERTICAL COMPUTER SYSTEMS, INC.



                                       By:
                                           --------------------------------
                                           [NAME OF AUTHORIZED AGENT]
                                           [TITLE OF AUTHORIZED AGENT]


Accepted and agreed:

Employee


By:
    ---------------------------------
Name: [NAME OF EMPLOYEE]


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