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Exhibit 10.109b

                                 PROMISSORY NOTE

$17,500                                                             MAY 9, 2003

For  valuable  consideration,  the receipt and  sufficiency  of which are hereby
acknowledged,  the undersigned  Vertical Computer Systems,  Inc.  ("Promissor"),
promises to pay to the order of Lanny and Karen Kusaka ("Promissee"),  in lawful
money of the United States of America the principal amount of Seventeen Thousand
Five Hundred Dollars  ($17,500.00  U.S.) at the times and in the manner provided
herein.  Pursuant  to the  provisions  of the  loan  term  sheet,  of even  date
herewith,  the principal amount of $17,500 includes $15,000, which was loaned by
Promissee to Vertical, and a commitment fee of $2,500 to Promissee.

1. PAYMENT OF PRINCIPAL. Principal shall be paid as follows:

         a. The  principal,  and all  fees,  charges,  and other  amounts  owing
hereunder  and  then  unpaid  shall  be due and  payable  on June 9,  2003  (the
"Maturity  Date").  Promissor  shall pay all  amounts  owing  under this Note in
immediately  available  funds to Promissee at  Promissee's  address as set forth
herein,  or at such other  place as may be  specified  in writing by  Promissee.
Payments received after 6:00 p.m. (PST) on any banking day or at any time on any
Saturday, Sunday, or holiday shall be deemed received on the next banking day.

         b. In the event  Promissor  does not make full payment of the principal
by or on the Maturity  Date,  Promissor  shall pay an  additional  charge of two
hundred  fifty  dollars  ($250.00) for each day past the Maturity Date until the
principal has been paid in full.

3. DEFAULT;  REMEDIES.  Each of the following  occurrences and conditions  shall
constitute an Event of Default:

         a.  failure  of  Promissor  to pay as and when due any  money,  whether
principal, or otherwise, under this Note; or

         b.  failure  of  Promissor  to  perform  any  obligation  other than an
obligation to pay money, as and when performance of such obligation is due under
this Note or Loan Documents which failure  continues for fifteen (15) days after
notice thereof from Promissee to Promissor; or

         c.  Promissor's  making or at any time having made any  representation,
warranty  or  disclosure  to  Promissee  that  is or  was  materially  false  or
misleading on the date as of which made,  whether or not that  representation or
disclosure appears in the Loan Documents.

At any time following the  occurrence of any Event of Default,  or following the
occurrence  of any event as a  consequence  of which the  obligations  evidenced
hereby may be accelerated, then at the election of Promissee and notwithstanding
anything to the contrary  herein or  elsewhere,  the entire  amount of principal
then outstanding under this Note and all fees, charges,  and other amounts owing
and  then  unpaid  hereunder  shall  become  immediately  due and  payable,  and
Promissee  may  exercise  any and all  rights  that it may have  under  the Loan
Documents, at law, in equity, and otherwise.

5. ATTORNEYS'  FEES.  Promissor shall pay to Promissee upon demand all costs and
expenses incurred by Promissee in connection with determination,  protection, or
enforcement of any and all of Promissee's  rights  hereunder or under any of the
Loan Documents. Such costs and expenses shall be payable whether or not any suit
is instituted,  and the same shall include without  limitation  attorneys' fees,
expert witness fees, costs of  investigation,  and all of such costs incurred in
connection with any trial, appellate proceeding, or any case or proceeding under
Chapters 7, 11, or 13 of the Bankruptcy Code or any successor thereto.


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6. WAIVER OF NOTICE.  Promissor and each endorser,  guarantor and surety of this
Note  hereby  waive  diligence,  demand,  presentment  for  payment,  notice  of
discharge, notice of nonpayment, protest and notice of protest, and specifically
consent to and waive notice of any renewals or extensions of this Note,  whether
made to or in favor of Promissor or any other person or persons.  Promissor  and
each endorser,  guarantor and surety of this Note further waive and renounce all
rights  to the  benefits  of all  statutes  of  limitation  and any  moratorium,
appraisement,  by any federal exception and homestead now or hereafter  provided
or state law or statute,  including but not limited to exemptions provided by or
allowed under the Bankruptcy Code, both as to each of themselves  personally and
as to all of their property,  whether real or personal,  against the enforcement
and  collection  of the  obligations  evidenced  by  this  Note  and any and all
extensions, renewals and modifications thereof.

7. NOTICES.  All notices  required  hereunder or  pertaining  hereto shall be in
writing  and shall be deemed  delivered  and  effective  upon the earlier of (i)
actual  receipt,  or (ii) the date of  delivery or refusal of the  addressee  to
accept  delivery  if such  notice is sent by express  courier  service or United
States mail, postage prepaid, certified or registered, return receipt requested,
in either case to the applicable address as follows:

To Promissee:     Lanny and Karen Kusaka
                  c/o Donn Morey
                  6167 Bristol Parkway
                  Culver City, CA 90230

To Promissor:     Vertical Computer Systems, Inc.
                  6336 Wilshire Boulevard
                  Los Angeles, CA 90048
                  Attn: President

Notwithstanding  the  foregoing,  any  notice  under or  pertaining  to the Loan
Documents or the  obligations  secured thereby given and effective in accordance
with  applicable  law shall be effective for purposes  hereof.  Either party may
change  the  address  at which it is to  receive  notices  hereunder  to another
business  address within the United States (but not a post office box or similar
mail  receptacle)  by giving  notice of such  change of  address  in  accordance
herewith.

9. EXERCISE OF RIGHTS. No single or partial exercise of any of Lenders rights or
powers  under this Note or any of the other Loan  Documents  shall  preclude any
other or further  exercise  thereof or the exercise of any other right or power.
Each and all rights  and  remedies  of  Promissee  hereunder  and under the Loan
Documents are  cumulative  and in addition to each and all other such rights and
remedies.  No exercise  of any right or remedy  shall  preclude  exercise of any
other right or remedy.

10. NO WAIVER. No failure of Promissee to insist upon strict  performance of any
obligation  of Promissor  or to exercise any right or remedy  hereunder or under
the Loan  Documents,  whether before or after any default,  shall  constitute or
give rise to a waiver thereof,  and no waiver of any default shall  constitute a
waiver of any future default or of any other  default.  No failure to accelerate
the debt evidenced  hereby by reason of default  hereunder or otherwise,  and no
acceptance  of any past due payment  hereunder or  acceptance of any amount less
than the  amount  then  due,  and no other  indulgence  that may be  granted  by
Promissee  from time to time shall (a)  preclude  the exercise of any right that
Promissee may have at law, in equity, by contract or agreement or otherwise,  or
(b) constitute or give rise to (i) a waiver of such right of acceleration or any
other  right,  or (ii) a novation  of this Note or a  reinstatement  of the debt
evidenced  hereby,  or (iii) any  waiver  of  Promissee's  rights to demand  and
receive from Promissor full and prompt payment and  performance  thereafter,  to
impose late charges retroactively,  or to declare a default.  Promissor and each
endorser,  guarantor, and surety of this Note hereby expressly waive the benefit
of any statute or rule of law or equity which would produce any result  contrary
to or otherwise in conflict with any of the foregoing.



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11.  ASSIGNMENT;  SUCCESSORS  AND  ASSIGNS.  Promissee  may assign or  otherwise
transfer  all or any part of its interest  herein.  Promptly  following  written
notice  of such  assignment  or other  transfer,  duly  executed  by  Promissee,
Promissor shall render full and complete  performance  hereunder as and when due
to the  transferee so designated  by  Promissee.  Promissor  shall not assign or
transfer all or any of its interests or obligations hereunder, and any attempted
or purported  assignment or transfer by Promissor  shall be void and of no force
or effect.  Subject to the foregoing,  the terms of this Note shall apply to, be
binding  upon,  and  inure  to the  benefit  of ail  parties  hereto  and  their
successors and assigns.

12.  MODIFICATION.  This Note shall not be  modified,  amended,  or  terminated,
except by written  agreement  duly executed and delivered by both  Promissee and
Promissor.

13.  CONFLICTS.  In the event of any conflict between any provision of this Note
and any provision of the Loan  Documents,  which conflict  cannot  reasonably be
resolved  in such a way as to give effect to all  provisions  herein and therein
contained, this Note shall govern.

14. SEVERABILITY.  If any provision of this Note or any payments pursuant to the
terms hereof shall be invalid or unenforceable  to any extent,  the remainder of
this Note and any other  payments  hereunder  shall not be affected  thereby and
shall be enforceable to the greatest extent permitted by law.

15.  GOVERNING  Law.  This Note shall be governed by and construed in accordance
with the laws of the State of California.

         IN WITNESS  WHEREOF,  Promissor has executed and delivered this Note as
of the date first written above.

                                         VERTICAL COMPUTER SYSTEMS, INC.



                                          By __________________________
                                                   Richard Wade, President


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