**ASSET
      PLEDGE AGREEMENT**


Date:
      October 31, 2001


TO
      :  _____ ___________




**Pledge
      of Asset**





To
      induce
      you _____ ___________ ,
      a Texas
      resident, _____ ___________ (hereinafter
      “You”), to provide the services to facilitate
      the sale of that certain property of Adhesive Software, Inc. pursuant
      to the Service Agreement, dated, October 31, 2001, to us as evidenced by our Promissory
      Note by and between VERTICAL COMPUTER SYSTEMS, INC., a Delaware corporation
      (“Company”) and you in that amount dated the date of this Agreement (hereinafter
      the “Asset Pledge Agreement”), and payable to your order pursuant to the
      schedule set forth therein (the "Note", which term will include any amendments
      thereto and substitutions therefor), and in consideration of your services
      in
      facilitating the sale of that certain property of Adhesive Property pursuant
      to
      the Services Agreement, and to secure payment of all amounts owing under the
      Note and this Asset Pledge Agreement and performance of all of our other
      obligations under the Note and under this Asset Pledge Agreement, the
      undersigned hereby pledge to you and grant you a security interest in that
      certain technology developed by Adhesive Software and known as “siteflash”
(hereinafter the “Siteflash Technology”) .





**Definition
      of Collateral;**





The
      term
      "Collateral" means (i) the Siteflash Technology, 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 this Asset Pledge Agreement,
      you
      may at any time transfer the Collateral into your name or the name of your
      nominee.





**Warranties**





We
      hereby
      warrant 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 Asset Pledge Agreement and the Note,
                which constitute our legally binding
                obligations;





**Prohibition
      on Transfer of Collateral**





We
      agree
      that we will not sell, transfer, assign or encumber any of our rights in any
      of
      the Collateral or grant any rights in or to any of the Collateral except
      pursuant to this Asset Pledge Agreement. Notwithstanding the foregoing, you
      acknowledge and agree that, provided we are not in Default of this Agreement,
      we
      shall have the express right (a) in our sole and absolute discretion, to
      commercially exploit the Siteflash Technology, in any manner, or refrain
      therefrom and to enter into any contracts with respect thereto; (b) to collect,
      receive, and retain any revenues derived from our commercial exploitation of
      the
      Siteflash Technology for our own benefit.




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**Further
      Assurances**





We
      will,
      at our 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 Asset Pledge 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 we hereby authorize you to sign any such agreement
      or
      document or statement on our behalf and to file any such statement with or
      without our signature.




**Default**





Upon
      a
      default under any of the provisions of the Note, or if any warranty by us
      hereunder is incorrect, or if we fail to perform any of our obligations under
      this Agreement (any such default or breach of warranty or failure being herein
      called "a default under this Asset Pledge 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 our 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 Asset Pledge 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.





**Expenses**





We
      agree
      to pay on demand (a) all expenses (including, without limitation, legal fees
      and
      disbursements) incurred by you in connection with the negotiation and
      preparation of this Asset Pledge Agreement and the perfection of your security
      interest in any of the Collateral, and (b) all expenses of enforcing the
      provisions of this Asset Pledge Agreement and your rights against any of the
      Collateral, including, without limitation, expenses and fees of legal counsel,
      court costs and the cost of appellate proceedings.





**Where
      to Make Payments**





All
      payments under this Asset Pledge 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.







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**Notices**





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 be addressed
      to Robert Farias at _____ ___________ _____ ___________ .





**Governing
      Law; Agent for Service of Process**





This
      Asset Pledge Agreement and your rights and our obligations hereunder shall
      be
      governed by and construed in accordance with the law of the State of California.
      You and we agree that any legal action or proceeding with respect to this Asset
      Pledge 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, shall be subject to the exclusive jurisdiction of such
      courts. For purposes of any proceeding involving this Asset Pledge Agreement,
      we
      hereby irrevocably appoint _____ ___________ _____ ___________ ,
      our
      agent to receive service of process for us and on our behalf.





We
      will
      at all times maintain an agent to receive service of process in California,
      on
      our behalf with respect to this Asset Pledge Agreement, and in the event that,
      for any reason, the agent named above or any successor agent shall no longer
      serve as our agent to receive service of process in California, we shall
      promptly appoint a successor and advise you thereof.





**Amendment**





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





Very
                truly yours,PLEDGEE**ROBERT FARIAS**ByPLEDGORAGREED:**VERTICAL COMPUTER SYSTEMS,
              INC.**By: Richard Wade, President




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