EXHIBIT 10.55

                         MOUNTAIN RESERVIOR CORPORATION
                             STOCK PLEDGE AGREEMENT




                                                         Date: December 14, 2001

TO:  BRIGHTON OPPORTUNITY FUND, L.P.



Pledge of Stock

         To  induce  you,  the  Brighton  Opportunity  Fund,  L.P.  (hereinafter
"Brighton" or "You") to make a loan of U.S. $425,000.00 (the "Loan") to Vertical
Computer Systems, Inc., a Delaware corporation (the "Company"),  as evidenced by
the Promissory  Note by and between  Company and you (the "Note") in that amount
dated  the  date of this  Stock  Pledge  Agreement  (the  "Agreement"),  bearing
interest  at the rate of twelve  percent  (12%) per annum,  and  payable to your
order on January 31, 2002 (the "Note",  which term will  include any  amendments
thereto and  substitutions  therefor),  and in consideration of your making said
loan,  and to  secure  payment  of all  amounts  owing  under  the Note and this
Agreement and performance of all of Company's other  obligations  under the Note
and under this Agreement,  the undersigned ("Pledgor") hereby pledges to you and
grant you a security  interest in  36,303,932  shares of Vertical  Computer Inc.
common  stock  owned  and   controlled  by  the   undersigned,   represented  by
certificates no. 03572, 03574, 03575, and 03576.

Definition of Collateral; Method of Selling Collateral and Repayment of Loan

         The term  "Collateral"  means (i) the shares of stock pledged under the
foregoing  paragraph  (collectively  called the  "Stock") by Mountain  Reservoir
Corporation  ("MRC") and Luiz  Claudio  Valdetaro  Galvao E Mello  ("Valdetaro")
(each a  "Pledgor"),  and (ii) any cash,  securities  or other  property paid or
otherwise  distributed  on, with respect to, or in exchange for any  Collateral.
Upon default  under the Note,  you may, at any time  thereafter,  sell the stock
pursuant to the terms contained  herein.  The method of repayment of the Loan in
the event of a default is to be as follows:

         (a) Each Pledgor shall deposit their respective Stock pledged hereunder
into a trust account controlled and maintained by Brighton ( "Brighton").

         (b) In the event of default,  Brighton reserves the right to resell the
Stock into the market until the principal and interest has been paid pursuant to
the terms set forth  herein.  Both parties agree that there shall be no transfer
of ownership in the Stock until  Brighton  shall sell the stock  pursuant to the
following terms:

             (1)  Brighton   shall   sell  the  Stock  of   Valdetaro   and  MRC
                  proportionately, at a ratio of 1 share of Valdetaro's Stock to
                  2.5  shares  of  MRC's  Stock  (the  "Agreed  Proportion")  in
                  increments  of 10,000  shares and the stock shall be sold into
                  the  public  in an  orderly  and  nondisruptive  manner.  Both
                  parties agree that Brighton shall have the right to sell up to
                  10% of the daily  volume  unless  otherwise  agreed  to. In no
                  event  shall the Stock be  "shorted"  as such term is commonly
                  understood.  Vertical  shall have the  express  right,  at any
                  time,  to pay any  outstanding  amounts owed to you and,  upon
                  such  payment,  Brighton  shall  return  any  remaining  Stock
                  immediately to the Pledgor;


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             (2)  Under no circumstances  shall Brighton sell more Stock than is
                  reasonably necessary to pay the then outstanding amount;

             (3)  Within two (2) days,  Brighton shall deliver notice to Pledgor
                  and the  Company,  upon the  completion  of any sales of Stock
                  sufficient to pay the then outstanding amount;

             (4)  Upon full payment of all monies owed under the Note,  Brighton
                  shall deliver any Stock unsold within five (5) business  days,
                  to each  Pledgor in the Agreed  Proportion.  Any funds held by
                  Brighton  and  not  otherwise  distributed  to  you  shall  be
                  delivered   within  five  (5)  business   days,  at  Company's
                  instruction, to Company.

Warranties

         Pledgor hereby warrants to you that:

         a.  The Company is duly  incorporated  and validly  existing  under the
             laws of the State of Delaware;

         b.  We have  taken all  necessary  corporate  action to  authorize  the
             execution, delivery and performance of this Agreement and the Note,
             which constitute our legally binding obligations;

         c.  Pledgor is the sole owner of the Stock;

         d.  The Stock is validly issued, is fully paid and non-assessable,  and
             is not subject to any claim, restriction, lien or other encumbrance
             except as provided in this Agreement; and

         e.  Pledgor  may  pledge  and grant a  security  interest  in the Stock
             without  obtaining the approval of any other  person,  corporation,
             partnership, or other entity, or any governmental authority,

         You hereby represent to Pledgor that:

         a.  The  stock  shall  be  sold  into  the  public  in an  orderly  and
             nondisruptive manner and.

         b.  In no event shall the Stock be  "shorted"  as such term is commonly
             understood.

Prohibition on Transfer of Collateral

         Pledgor agrees that Pledgor will not sell, transfer, assign or encumber
any of its rights in any of the  Collateral  or grant any rights in or to any of
the Collateral except pursuant to this Agreement.


Further Assurances

         Pledgor will, at its expense, take or cause to be taken such action and
execute  and  deliver or cause to be  executed  and  delivered  such  additional
agreements and documents as you may request in connection with this Agreement or
any of  the  Collateral  or to  perfect  your  security  interest  in any of the
Collateral,  including, without limitation, delivering any Collateral to you and
executing and filing financing and other statements under the Uniform Commercial
Code in effect in any state;  and Pledgor hereby  authorize you to sign any such

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agreement  or document or  statement  on  Pledgor's  behalf and to file any such
statement with or without Pledgor's signature. In the event that you utilize the
Collateral to secure the Note and Company  subsequently pays you all monies then
due under the Note,  you will take or cause to be taken such  action and execute
and deliver or cause to be executed and delivered such additional agreements and
documents as Pledgor may request in connection with this Agreement or any of the
Collateral, including, without limitation, delivering or causing the delivery of
any remaining  Collateral to Pledgor;  and you hereby authorize  Pledgor to sign
any such  agreement or document or statement on your behalf and to file any such
statement with or without your signature.

Default

         Upon a default  under  any of the  provisions  of the  Note,  or if any
warranty by us hereunder  is  incorrect,  or if Pledgor  fails to perform any of
Pledgor's  obligations  under  this  Agreement  (any such  default  or breach of
warranty or failure being herein called "a default under this  Agreement"),  you
may, without notice,  take such action as you deem advisable with respect to the
Collateral,  including,  without  limitation,  selling any of the  Collateral at
public or private sale on such terms as you deem  appropriate;  and you are also
authorized  as Pledgor's  attorney-in-fact  to endorse or  otherwise  effect the
transfer of any of the Collateral. At any such sale you may be the purchaser.

Remedies; Order of Pursuit

         You shall not be  required to resort to or pursue any of your rights or
remedies  under or with respect to any other  agreement or any other  collateral
before  pursuing any of your rights or remedies  under this  Agreement.  You may
pursue your rights and remedies in such order as you determine, and the exercise
by you of any right or remedy will not preclude your  exercising any other right
or remedy.

Delay; Waiver

         The failure or delay by you in exercising any of your rights  hereunder
or with  respect to the Note or any other  collateral  securing  the Note in any
instance shall not  constitute a waiver  thereof in that or any other  instance.
You may waive your rights only by an instrument in writing signed by you.

Where to Make Payments

         All payments under this Agreement  shall be made in lawful  currency of
the United States of America in  immediately  available  funds at the address as
provided  in the Note,  or in such other  manner or at such  other  place as you
shall designate in writing.

Governing Law; Agent for Service of Process

         This Agreement and your rights and our  obligations  hereunder shall be
governed by and construed in accordance with the law of the State of California.
Pledgor  agrees  that any  legal  action  or  proceeding  with  respect  to this
Agreement or any of the  Collateral may be brought in the courts of the State of
California  and of the United  States having  jurisdiction  in the County of Los
Angeles and State of California  and for the purpose of any such legal action or
proceeding,  Pledgor hereby submits to the  non-exclusive  jurisdiction  of such
courts  and agree not to raise and waive any  objection  Pledgor  may have based
upon  personal  jurisdiction  or the  venue  of any  such  court  or  forum  non
conveniens.  Pledgor  agrees  not to bring any action or other  proceeding  with
respect to this Agreement or any of our obligations  under this Agreement in any
other  court  unless such  courts of the State of  California  and of the United
States determine that they do not have jurisdiction in the matter.  For purposes
of any proceeding involving this Agreement,  Pledgor hereby irrevocably appoints
Gary L. Blum, Esq., 3278 Wilshire Blvd., #603, Los Angeles,  CA 90010, our agent
to receive service of process for us and on our behalf.

         Pledgor  will at all times  maintain  an agent to  receive  service  of
process in California,  on its behalf with respect to this Agreement, and in the


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event that, for any reason,  the agent named above or any successor  agent shall
no longer  serve as its agent to  receive  service  of  process  in  California,
Pledgor shall promptly appoint a successor and advise you thereof.


Amendment

         This Agreement may only be amended by an instrument in writing signed
by you and us.


                                          Very truly yours,

                                          PLEDGEE

                                           Brighton Opportunity Fund, LP

                                          --------------------------------------
                                           By: David Firestone, General Partner



                           AGREED:          Mountain Reservoir Corporation


                                          --------------------------------------
                                           By: Frank Mento, President

                                           PLEDGOR