3.5 Certificate of Amendment of Certificate of Incorporation (2000)

                            CERTIFICATE OF AMENDMENT
                                       OF
                          CERTIFICATE OF INCORPORATION
                                       OF

                         VERTICAL COMPUTER SYSTEMS, INC.

      Vertical Computer Systems, Inc., a corporation organized and existing
under and by virtue of the Delaware General Corporation Law,

      DOES HEREBY CERTIFY:

      FIRST: That pursuant to the recommendation of the Board of Directors of
Vertical Computer Systems, Inc., the following resolution amending the
Certificate of Incorporation of said corporation has been adopted by the vote of
stockholders of said corporation holding a majority of the outstanding stock
entitled to vote thereon. The resolution setting forth the amendment is as
follows;

RESOLVED,   that Article IV of the Certificate of Incorporation shall be amended
            to read in its entirety as follows:

                  "The aggregate number of shares which the Corporation shall
            have the authority to issue is: 1,000,000,000 shares of Common Stock
            having a par value of $.0000l per share ("Common Stock"'); 1,000,000
            shares of Series "A" Pref~rred Stock having a par value of $.00l per
            share; 375,000 shares of Series "B" Preferred Stock having a par
            value of$.00 I per share; 375,000 shares of Series "C" Preferred
            Stock having a par value of $.00l per share and 300,000 shares of
            Series "I)" Preferred Stock having a par value of $.001 per share
            (collectively "Preferred Stock"). Upon the filing of this
            Certificate of Amendment, all issued and outstanding Common Stock as
            of this Amendment's filing date, shall be subject to a forward split
            of twenty for one."
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                  The Board of Directors is authorized subject to limitations
            prescribed by law arid the provisions of this Article Fourth, to
            provide by resolution or resolutions for the issuance of the shares
            of Preferred Stock in one or more series, and by filing a
            certificate pursuant to the applicable laws of Delaware, to
            establish from time to time the number of shares included in any
            such series, and to fix the designation, powers, preferences and
            rights of the shares of any such series and the qualifications,
            limitations or restrictions thereof

      SECOND: That these resolutions have been adopted by written consent of
stockholders holding a majority of the outstanding stock entitled to vote
thereon in accordance with Section 228 of the General Corporation Law of the
State of Delaware.

      THIRD: That said amendment was duly adopted in accordance with the
provisions of the General Corporation Law of the State of Delaware.

      IN WITNESS WHEREOF, said Vertical Computer Systems, Inc., has caused this
certificate to be signed by its President, this 7th day of February, 2000.

                                    VERTICAL COMPUTER SYSTEMS, INC.


                                    By: ___________________________
                                        Richard Wade, President