Exhibit 10.74

THIS  SECURITY HAS NOT BEEN  REGISTERED  UNDER THE  SECURITIES  ACT OF 1933,  AS
AMENDED (THE "ACT"),  OR ANY STATE  SECURITIES  LAWS.  THE SALE TO THE HOLDER OF
THIS  SECURITY  OF THE SHARES OF COMMON  STOCK  ISSUABLE  UPON  EXERCISE OF THIS
SECURITY  ARE  NOT  COVERED  BY  A  REGISTRATION  STATEMENT  UNDER  THE  ACT  OR
REGISTRATION  UNDER STATE SECURITIES LAWS. THIS SECURITY HAS BEEN ACQUIRED,  AND
SUCH SHARES OF COMMON STOCK MUST BE ACQUIRED, FOR INVESTMENT ONLY AND MAY NOT BE
SOLD,  TRANSFERRED  OR  ASSIGNED IN THE  ABSENCE OF  REGISTRATION  OF THE RESALE
THEREOF  OR AN  OPINION  OF COUNSEL  REASONABLY  ACCEPTABLE  IN FORM,  SCOPE AND
SUBSTANCE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.

No.  49

Right to Purchase 600,000 Shares of Common Stock of Vertical  Computer  Systems,
Inc.




                         VERTICAL COMPUTER SYSTEMS, INC.

                  Common Stock Purchase Warrant (the "Warrant")


            VERTICAL  COMPUTER  SYSTEMS,   INC.,  a  Delaware  corporation  (the
"Company"),  hereby  certifies  that,  for  value  received,  Richard  Wade,  or
registered assigns (the "Holder"),  is entitled,  subject to the terms set forth
below,  to purchase  from the Company at any time or from time to time up to and
including  Three (3) years  after the date  hereof,  and before  5:00 p.m.,  Los
Angeles time, on December 19, 2004, Six Hundred  Thousand  (600,000)  fully paid
and  nonassessable  shares of Common  Stock,  $.00001 par value,  of the Company
(hereinafter  the  "Warrants") at an Exercise Price per share initially equal to
$0.10.  The number of such  shares of Common  Stock and the  Exercise  Price are
subject to adjustment as provided in this Warrant.

      1.  Conditions and Rights of Holder to Exercise Warrants.

          (a) If,  from time to time,  the Holder  acquires  any shares of stock
pursuant to this Common Stock Purchase Warrant, the Holder accepts and agrees to
the  terms  of the  Lock  Up  Agreement,  attached  hereto  as  Exhibit  A,  and
incorporated herein by this reference.

          (b) The Warrants shall vest in equal amounts on a monthly basis over a
three  (3) year  period so long as the  Holder  is  employed  by  company  or as
otherwise  set forth in the  employment  agreement  between  the Company and the
Holder, dated December 1, 2001.

<PAGE>
          (c) This Warrant may be  exercised by the Holder  hereof in full or in
part at any time or from time to time during the  exercise  period  specified in
the first paragraph  hereof,  by surrender of this Warrant and the  subscription
form annexed hereto (duly  executed) by such Holder to the Company and by making
payment,  in cash or by certified or official bank check payable to the order of
the Company or wire transfer to the Company's account or, with the prior written
consent of the Company,  through the surrender of previously  acquired shares of
Common  Stock at their fair  market  value on the  exercise  date or through the
execution of a  promissory  note  collateralized  by the shares  underlying  the
Warrant,  in the  amount  obtained  by  multiplying  (a) the number of shares of
Common  Stock  designated  by the  Holder  in the  subscription  form by (b) the
Exercise  Price  then in  effect.  On any  partial  exercise  the  Company  will
forthwith  issue and  deliver  to or upon the order of the  Holder  hereof a new
Warrant or Warrants of like tenor,  in the name of the Holder  hereof or as such
Holder  (upon  payment  by such  Holder of any  applicable  transfer  taxes) may
request,  providing  in the  aggregate  on the  face or  faces  thereof  for the
purchase  of the  number of shares of Common  Stock for which  such  Warrant  or
Warrants may still be exercised.

      2.  DELIVERY  OF  STOCK  CERTIFICATES,  ETC.,  ON  EXERCISE.  As  soon  as
practicable  after the  exercise of this  Warrant,  and in any event within five
business days thereafter,  the Company at its expense  (including the payment by
it of any  applicable  issue or stamp taxes) will cause to be issued in the name
of and delivered to the Holder  hereof,  or as such Holder (upon payment by such
Holder  of  any  applicable   transfer  taxes)  may  direct,  a  certificate  or
certificates  for the  number of fully paid and  nonassessable  shares of Common
Stock  to  which  such  Holder  shall  be  entitled  on such  exercise,  in such
denominations  as  may be  requested  by  such  Holder,  plus,  in  lieu  of any
fractional share to which such Holder would otherwise be entitled, cash equal to
such  fraction  multiplied  by the then  current  fair market  value of one full
share, together with any other stock or other securities any property (including
cash,  where  applicable)  to which such Holder is entitled  upon such  exercise
pursuant to Section 1 or otherwise.

      3.  DILUTION.
          --------

          a.  DIVIDENDS,  ETC.  If the  Company  shall pay to the holders of its
Common Stock a dividend in shares of Common Stock or in  securities  convertible
into Common Stock, the Exercise Price in effect  immediately prior to the record
date fixed for the determination of the holders of Common Stock entitled to such
dividend  shall  be  proportionately  decreased,  effective  at the  opening  of
business on the next following full business day.

          b.  SPLITS,  COMBINATIONS,   ETC.  If  the  Company  shall  split  the
outstanding  shares  of its  Common  Stock  into a  greater  number of shares or
combine the  outstanding  shares into a smaller  number,  the Exercise  Price in
effect  immediately prior to such action shall be  proportionately  decreased in
the case of a split or increased in the case of a combination,  effective at the
opening of business on the full business day next  following the day such action
becomes effective.  Notwithstanding the foregoing, in the event that the Company

<PAGE>

shall approve a so-called  reverse stock split, the number of Warrants shall not
be decreased but the initial exercise price per share shall be multiplied by the
inverse of the stock split. By way of example only, if the Company  approves a 4
to 1 reverse stock split,  the Holder would retain the right to purchase 600,000
common shares  underlying  the Warrants at a purchase price per share four times
the original purchase price per share.


      4.  PROTECTION  IN  CASE  OR   RECLASSIFICATION,   ETC.  In  case  of  any
reclassification  or change of the terms of the outstanding  shares of the class
of Common Stock  issuable upon the exercise of this Warrant,  then upon exercise
of this Warrant (other than a change  relating to par value, or as a result of a
subdivision or  combination),  or in case of any  consolidation or merger of the
Company with or into another  company  (other than a merger in which the Company
is the continuing  company or which does not result in any  reclassification  or
change of outstanding shares of Common Stock of the class issuable upon exercise
of this Warrant, other than a split or combination of shares), or in case of any
sale or conveyance to any other person or entity of all or substantially  all of
the assets of the Company,  the Company shall use its best efforts to execute an
agreement  providing  that the  holder  of this  Warrant  shall  have the  right
thereafter  to exercise  this Warrant for the kind and amount of shares of stock
and other securities and property receivable upon such reclassification, change,
dividend, distribution, consolidation, merger, sale or conveyance by a holder of
the number of shares of Common Stock of the Company for which this Warrant might
have  been  exercised  immediately  prior  to  such  reclassification,   change,
dividend, distribution,  consolidation, merger, sale or conveyance. This Section
4 shall apply to successive  reclassifications  and changes of and dividends and
distributions  on  shares  of Common  Stock  and to  successive  consolidations,
mergers,  sales  or  conveyances.  Notice  of the  execution  of  any  agreement
pertaining   to   such   reclassification,   change,   dividend,   distribution,
consolidation,  merger,  sale or conveyance shall be given to the holder of this
Warrant as soon as practicable  and in any event not less than ten (10) business
days before any such transaction is consummated.

      5.  RESERVATION  OF STOCK,  ETC.,  ISSUABLE ON EXERCISE OF  WARRANTS.  The
Company will at all times  reserve and keep  available,  solely for issuance and
delivery on the exercise of this  Warrant,  all shares of Common Stock from time
to time issuable on the exercise of this Warrant.

      6.  REGISTER OF WARRANTS.  The Company  shall  maintain,  at the principal
office of the Company (or such other office as it may designate by notice to the
Holder  hereof),  a  register  in which the  Company  shall  record the name and
address of the person in whose name this Warrant has been issued, as well as the
name and address of each successor and prior owner of such Warrant.  The Company
shall  be  entitled  to treat  the  person  in whose  name  this  Warrant  is so
registered as the sole and absolute owner of this Warrant for all purposes.

      7. EXCHANGE OF WARRANT.  This Warrant is exchangeable,  upon the surrender
hereof by the Holder  hereof at the office or agency of the Company  referred to


<PAGE>

in Section 6, for one or more new  Warrants  of like tenor  representing  in the
aggregate the right to subscribe for and purchase the number of shares of Common
Stock which may be subscribed for purchase hereunder,  each of such new Warrants
to represent  the right to subscribe  for and purchase  such number of shares as
shall be designated by said Holder hereof at the time of such surrender.

      8. REPLACEMENT OF WARRANT. On receipt of evidence reasonably  satisfactory
to the Company of the loss,  theft,  destruction  or  mutilation of this Warrant
and, in the case of any such loss,  theft or  destruction  of this  Warrant,  on
delivery of an indemnity agreement or security  reasonably  satisfactory in form
and amount to the Company or, in the case of any such  mutilation,  on surrender
and  cancellation  of this Warrant,  the Company at its expense will execute and
deliver, in lieu thereof, a new Warrant of like tenor.

      9.  WARRANT  AGENT.  The Company  will act as the  exercise  agent for the
purpose of issuing  Common  Stock on the  exercise of this  Warrant  pursuant to
Section 1. The Company  may, by written  notice to the Holder,  appoint an agent
having an office in the United  States of  America,  for the  purpose of issuing
Common Stock on the exercise of this  Warrant  pursuant to Section 1,  redeeming
this Warrant  pursuant to Section 2, exchanging this Warrant pursuant to Section
7, and replacing  this Warrant  pursuant to Section 8, or any of the  foregoing,
and thereafter any such issuance,  exchange or replacement,  as the case may be,
shall be made at such office by such agent.

      10. NO RIGHTS OR  LIABILITIES  AS A  STOCKHOLDER.  This Warrant  shall not
entitle the Holder  hereof to any voting rights or other rights as a stockholder
of the Company, until properly exercised.

      11. Notices, etc. All notices and other communications from the Company to
the registered  Holder of this Warrant shall be mailed by first class  certified
mail, postage prepaid, at such address as may have been furnished to the Company
in  writing  by such  Holder  or at the  address  shown  for such  Holder on the
register of Warrants referred to in Section 7.

      12.  Miscellaneous.  This  Warrant  and any terms  hereof may be  changed,
waived,  discharged or terminated only by an instrument in writing signed by the
party against which enforcement or such change, waiver, discharge or termination
is sought.  This Warrant shall be construed and enforced in accordance  with and
governed by the  internal  laws of the State of  Delaware.  The headings in this
Warrant are for  purposes of  reference  only,  and shall not limit or otherwise
affect  any of the terms  hereof.  The  invalidity  or  unenforceability  of any
provision  hereof shall in no way affect the validity or  enforceability  of any
other provision.

      13. "Piggy-Back" Registration.

          a. Grant of Right. The Holder of this Warrant shall have the right for
a period of five years from the date of grant of this  Warrant to include all or
any part of this Warrant and the shares of Common Stock  underlying this Warrant
(collectively,  the  "Registrable  Securities")  as part of any  registration of


<PAGE>

securities  filed by the Company  (other than in  connection  with a transaction
contemplated by Rule 145(a) promulgated under the Act); provided,  however, that
if,  in  the  written   opinion  of  the  Company's   managing   underwriter  or
underwriters,  if any,  for such  offering  determines  that  marketing  factors
require a limitation  of the number of shares to be  underwritten,  the managing
underwriter  in  its  sole  discretion  may  limit  the  number  of  Registrable
Securities  to be  included  in the  registration,  or may  exclude  Registrable
Securities  entirely from such registration.  In such case, the Company shall so
advise Holder whose Registrable  Securities  otherwise would be included in such
registration  and  underwritten  offering shall be allocated among other selling
shareholders requesting registration in proportion, as nearly as practicable, to
the respective amounts of Registrable  Securities held by Holder and registrable
shares  each of such  other  selling  shareholders  at the date of filing of the
Registration Statement. If Holder disapproves of the terms and conditions of the
underwritten  offering,  Holder may withdraw  therefrom by written notice to the
Company and the managing underwriter(s).  Any Registrable Securities excluded or
withdrawn  from  such  underwritten   offering  shall  be  withdrawn  from  such
registration.

          b. Lock Up. Holder hereby agrees that, if requested by the Company and
the managing  underwriter(s),  it will enter into a customary  form of "lock-up"
agreement with the Company and the managing  underwriter(s)  with respect to any
Registrable  Securities then held by Holder,  which agreement shall contain such
Registrable  Securities  than those  contained in any other such agreements then
entered  into  by  the  Company  and  the  managing  underwriter(s)  with  other
comparable holders of the Company's Common Stock.

          c. Terms.  The Company  shall bear all fees and expenses  attendant to
registering the Reigstrable Securities, including any filing fees payable to the
National  Association of Securities  Dealers,  Inc. (NASD), but the Holder shall
pay any and all  underwriting  commissions and the expenses of any legal counsel
selected  by the  Holder  to  represent  it in  connection  with the sale of the
Registrable  Securities.  In the  event  of such a  proposed  registration,  the
Company shall furnish the then Holder of outstanding Registrable Securities with
prompt written notice prior to the proposed date of filing of such  registration
statement.  Such  notice  to the  Holder  shall  continue  to be given  for each
registration  statement  filed  by the  Company  until  such  time as all of the
Registrable  Securities  have  been  sold  by  the  Holder.  The  Holder  of the
Registrable  Securities  shall  exercise the  "piggy-back"  rights  provided for
herein by giving  written  notice,  within  twenty  days of the  receipt  of the
Company's  notice of its  intention to file a  registration  statement.  Nothing
contained in this Warrant shall be construed as requiring any Holder to exercise
this Warrant or any part thereof prior to the initial filing of any registration
statement  or the  effectiveness  thereof.  The Company  shall have the right to
terminate  or withdraw  any  registration  initiated  by the Company  under this
Section 5 prior to the effectiveness of such registration  whether or not Holder
has elected to include Registrable Securities in such registration.


<PAGE>


IN WITNESS WHEREOF,  Vertical Computer  Systems,  Inc. has caused this Warrant
to be executed on its behalf by one of its officers thereunto duly authorized.

Dated:   December 19, 2001          VERTICAL COMPUTER SYSTEMS, INC.



                                       By:
                                          ------------------------------
                                           William Mills, Secretary



<PAGE>
                              FORM OF SUBSCRIPTION

                          COMMON STOCK PURCHASE WARRANT
                       OF VERTICAL COMPUTER SYSTEMS, INC.

(To be signed only on exercise of Warrant)

TO:   VERTICAL COMPUTER SYSTEMS, INC.
      6336 Wilshire Boulevard
      Los Angeles, California 90048

      1. The  undersigned  Holder of the  attached  original,  executed  Warrant
hereby elects to exercise its purchase  right under such Warrant with respect to
________ shares of Common Stock, as defined in the Warrant, of Vertical Systems,
Inc., a Delaware corporation (the "Company").

      2. The  undersigned  Holder  pays the  aggregate  purchase  price for such
shares of Common Stock (i) by lawful money of the United  States or the enclosed
certified or official bank check  payable in United States  dollars to the order
of the Company in the amount of $       , or (ii) by wire  transfer  of United
States funds to the account  of  the Company  in  the amount of $       , which
transfer has been made before or simultaneously  with the  delivery of this Form
of  Subscriptionpursuant to the instructions of the Company.

      3. Please  issue a stock  certificate  or  certificates  representing  the
appropriate  number of shares of Common Stock in the name of the  undersigned or
in such other names as is specified below:

            Name:
                       -------------------------------

            Address:
                       -------------------------------


                       -------------------------------



Dated:
                     ---------------

                        (Signature  must  conform  to name of  Holder as
                        specified on the face of the Warrant)


                        -------------------------------


                        -------------------------------


                        -------------------------------

<PAGE>


                                    EXHIBIT A

                                LOCK-UP AGREEMENT

      The undersigned individual hereby agrees, for a period of twenty-four (24)
months from  December  19, 2001 (the  "LOCK-UP  PERIOD"),  not to offer to sell,
contract to sell,  or  otherwise  sell,  dispose of,  loan,  pledge or grant any
rights with respect to  (collectively,  a "DISPOSITION")  any shares of VERTICAL
COMPUTER SYSTEMS, INC.  ("Company"),  Common Stock ("Common Stock"), any options
or warrants to purchase any shares of Common Stock or any securities convertible
into or exchangeable  for shares of Common Stock  (collectively,  "SECURITIES"),
now owned or hereafter  acquired directly by the undersigned  individual or with
respect to which undersigned  individual has or hereafter  acquires the power of
disposition pursuant to the warrant,  dated,  December 19, 2001 (the "Warrant"),
otherwise than:

      (i)   as a bona fide gift or gifts,  provided the donee or donees  thereof
            agree to be bound by these Lock-Up provisions;

      (ii)  as a  distribution  to  limited  partners  or  shareholders  of  the
            undersigned, provided that the distributees thereof agree in writing
            to be bound by the terms of these Lock-Up provisions;

      (iii) in a brokerage  transaction,  for all persons holding shares subject
            to these Lock-Up Provisions,  of no more on any trading day than (a)
            3,750 shares  (which  amount is calculated by dividing the number of
            shares,  600,000 shares  currently held by the undersigned  employee
            pursuant to the Warrant by the number of trading  days in a 24 month
            period [480 days], and multiplying that resultant by three),  and no
            more during any calendar  month than (b) 25,000 shares (which amount
            is  calculated  by dividing  the 600,000  shares  currently  held by
            undersigned  individual  by 24 months);  however,  in the event that
            these shares are subject to a stock split or a reverse  stock split,
            the  restrictions  set  forth in this  paragraph  shall be  adjusted
            proportionately; or

      (iv)  with the prior written consent of the Company.

The  foregoing  restriction  is  expressly  agreed to preclude the holder of the
Securities from engaging in any hedging or other  transaction  which is designed
to or reasonably  expected to lead to or result in a  Disposition  of Securities
during the  Lock-Up  Period,  even if such  Securities  would be  disposed of by
someone other than the undersigned individual.  Such prohibited hedging or other
transactions  would include  without  limitation  any short sale (whether or not
against the box) or any purchase,  sale or grant of any right (including without
limitation  any put or call  option)  with  respect  to any  Securities  or with
respect to any security  (other than a broad-based  market basket or index) that
includes,  relates  to or  derives  any  significant  part of its value from the
Securities.

      The undersigned individual hereby agrees and consents: (i) to the entry of
stop  transfer  instructions  with the  Company's  transfer  agent  against  the
transfer of the Securities  held by the  undersigned  except in compliance  with
this Agreement,  and (ii) to furnish the Company brokerage account statements or
trade confirmations which evidence compliance with this Agreement.


Dated:      December 19, 2001
                                                --------------------------
                                                Richard Wade


<PAGE>

                        EXPLANATION OF LOCK-UP PROVISIONS

The Company is requesting all employees,  advisors and other  pertinent  parties
(collectively "Insiders") to execute the attached Lock-Up Provisions Document in
order to protect the  Company's  share price on its trading  market  (NASDAQ OTC
Bulletin Board) from being unduly depressed by sales transactions by insiders.

The provisions  are designed to allow  Insider-shareholders  to sell  reasonable
amounts of Company  shares  without  disrupting  the market for Company  shares.
Obviously,  if a significant number of shares are sold within a relatively short
period of time, the effect is to lower the Company's  market price. It is in the
best interest of the Company and all of its  shareholders  to assist in creating
an "orderly" market, where sales will not, in general,  significantly impact the
Company's share price. It is very difficult, indeed, to sustain the market price
of the Company's shares,  let alone increase the market price after an ill-timed
sell-off of Company shares by Insiders or others.

The attached provisions allow an Insider to sell shares (i.e., those ELIGIBLE to
be sold in the stock  market) in equal monthly  amounts over a 24-month  period.
The provisions  further limit any  single-day  sale equal to 3 times the average
"permitted daily sale" of 1/20th of the permitted  monthly amount.  FOR EXAMPLE:
an Insider holding 1,000,000 shares eligible for sale would be permitted to sell
up to a total of 41,667 shares per month (1,000,000  shares/24 months),  limited
to an average daily sale of 2,083 shares (41,667  shares/20  days).  The highest
permitted daily sale in any month would be 6,250 shares (2,083 shares x 3).

Note that the provisions allow an Insider to sell more shares than are permitted
under the  formulae  with written  Company  permission  in order to  accommodate
emergency and hardship situations.