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Exhibit 10.102

                                February 1, 2003


Vasu Vijayaraghavan
President
Enfacet, Inc.
3109 Wyndmere Drive
Richardson, TX 75082

         RE:      CONVERSION OF "C" STOCK

Dear Vasu:

         This agreement  shall amend the terms of the Stock Purchase  Agreement,
executed on of August 21, 2001 and amended on August 24, 2001,  between Vertical
Computer Systems,  Inc. ("Vertical") and Enfacet, Inc. ("Enfacet") in connection
with the  30,000  shares of  Vertical  Computer  Systems  Preferred  Series  "C"
Convertible Stock ("Vertical Preferred C Stock").

      Whereas Vertical issued the Vertical Preferred C Stock to Enfacet and
currently owns 100% of Enfacet,

         Whereas,  the parties wish to resolve any outstanding issues concerning
the Vertical Preferred C Stock.

The parties hereby agree as follows:

1. The 15,000 shares of Vertical Preferred C Stock set aside for employees shall
be cancelled and Vertical,  subject to the terms of this agreement,  shall issue
within 120 days of the date of this Agreement, 3,000,0000 shares of common stock
(the "Stock") to the following individuals:

         a.  Chuck Kensicki                 750,000
         b.  Justin Davis                   300,000
         c.  Catherine Vu                   150,000
         d.  Kirubakaran Veerappan          150,000
         e.  Divyatej Raghu                 150,000
         f.  Leroy Molock                   600,000
         g.  Vasu Vijay                     900,000

Both parties  acknowledge  and agree that Vertical  shall have not obligation to
issue the above common stock to any  individual  listed above,  unless and until
the  individual  agrees to accept  the  stock  and  execute a waiver  concerning
Enfacet and this agreement.

If  Vertical  fails to issue  the Stock  within  120 days as  agreed,  then this
amendment is rendered null and void.


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2. Vertical may elect to issue 3,000,000 shares of Vertical common stock in lieu
of the 7500 shares of Vertical  Preferred C Stock. Both parties  acknowledge and
agree that  Vertical's  obligation to issue these shares is subject to the terms
of McAuley's employment agreement.

3. With respect to the 15,000  shares of Vertical  Preferred  Series C Stock set
aside for additional  funding or similar  purposes,  Vertical may dispose of the
stock in its best business judgment.

4.  Both  parties  acknowledge  and agree  that no  dividends  for the  Vertical
Preferred  C Stock  shall  accrue  and to the  extent  that any  dividends  have
accrued,  Enfacet  waives the right to collect any dividends and all accrued and
future dividends shall be cancelled.  In the event Vertical  actually issues any
shares from the 30,000  Vertical  Preferred C Stock to McAuley or a third party,
dividends will accrue from the date of transfer and/or issuance.

The SPA, as amended shall not otherwise be modified. By executing a copy of this
letter, you hereby indicated you  acknowledgement and agreement to the terms set
forth herein.




                                   Sincerely,


                                   VERTICAL COMPUTER SYSTEMS, INC.


                                   By:      ___________________________
                                            Richard Wade, President/CEO


ACKNOWLEDGED, ACCEPTED AND AGREED:


ENFACET, INC.


By:      ________________________
         Vasu Vijayaraghavan, President

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