EXHIBIT 10.61

                        VALDETARO 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  15,000,000  shares of Vertical  Computer Inc.
common  stock  owned  and   controlled  by  the   undersigned,   represented  by
certificate(s) no. 03953, 03954, 03955, 03956, 03957, 03958, 03959, and 03972.

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 Luiz Claudio Valdetaro
Galvao E Mello ("Valdetaro") and Mountain Reservoir  Corporation ("MRC") (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
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

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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


                                  PLEDGOR

                    AGREED:       Luiz Claudio Valdetaro Galvao E Mello


                                  ----------------------------------------------
                                  By: Luiz Claudio Valdetaro Galvao E Mello





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