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"  Preferred  Stock
                  having a par  value of $.001  per  share;  375,000  shares  of
                  Series "B"  Preferred  Stock  having a par value  of$.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."

                        The  Board  of  Directors  is   authorized   subject  to
                  limitations  prescribed  by law  and  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.

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      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:  /s/ Richard Wade
                                            ----------------------------
                                            Richard Wade, President