EXHIBIT 10.115(a)

                   SHORT FORM SETTLEMENT AGREEMENT AND RELEASE

      This Short Form  Settlement  Agreement  and Release  (Agreement)  is made,
entered  and  effective  on  December  4, 2003 among  Arglen  Acquisitions,  LLC
(Arglen),  Garry Gyselen (Gyselen),  and Barry Kolevzon  (Kolevzon),  on the one
hand, and Vertical Computer Systems, Inc. (Vertical),  NOW Solutions, LLC (NOW),
Richard  Wade  (Wade),  and  Luis  Valdetaro  (Valdetaro)  on  the  other  hand.
Hereinafter,  Arglen, Gyselen,  Kolevzon,  Vertical, NOW, Wade and Valdetaro are
sometimes collectively referred to as the Settling Parties.

                                    RECITALS

            A. The Settling  Parties have been engaged in several  disputes with
each other,  culminating  in one  arbitration  before the  American  Arbitration
Association  (Case  No.  72 117 510 02  MDSI),  and in  multiple  civil  actions
(lawsuits) pending in the Superior Court of the State of California (Case No. BS
077419) and the Supreme Court of the State of New York (Case No. 600644/2003).

            B. The  Settling  Parties  now wish to settle and  resolve all their
disputes and differences, and to release each other, on the terms and conditions
to be more particularly described in a more formal document or set of documents,
which shall be prepared  and  executed on or before the Closing  Date as defined
herein.  Notwithstanding the contemplation that a more formal document or set of
documents is to be prepared and executed,  in the event no such formal documents
are  prepared and  executed,  the  Settling  Parties  intend and agree that this
Agreement  is fully  valid and  enforceable,  including  enforcement  in the Los
Angeles Superior Court under California Code of Civil Procedure ss.664.6.

                                    AGREEMENT

      1. NOW shall pay Arglen the amount of TEN THOUSAND DOLLARS ($10,000) on or
before December 5, 2003.

      2.  Vertical  and NOW,  jointly  and  severally,  shall pay Arglen by wire
transfer into Arglen's designated account the amount of ONE MILLION FOUR HUNDRED
THOUSAND DOLLARS ($1,4000,000) in full and final settlement, in installments, as
follows:

            A. $800,000 cash at closing on January 6, 2004 (the Closing Date).


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            B.  $600,000  in  a  joint  and  several  secured  promissory  note,
providing for the  following  installment  payments:  $200,000 on April 6, 2004;
$100,000  on June 4, 2004;  and  $300,000 on  September  3, 2004.  The  security
interest shall be in all tangible and  intangible  assets of NOW, its successors
and  assigns.  The  secured  promissory  note and all  documents  related to the
security interest shall be prepared and executed on or before the Closing Date.

      3. The  security  interest  in the note will be  junior  to NOW's  present
indebtedness to WAMCO 31, Ltd. (WAMCO),  as assignee of Coast Business Credit or
its  successors  and  assigns.  Arglen  agrees that WAMCO will have the right to
require,  as a condition  to its consent to any  security  interest  provided to
Arglen herein,  that Arglen as the holder of the additional security interest or
lien sign an intercreditor  agreement on WAMCO's then standard form, acknowledge
that the security  interest is subordinate to the security  interest in favor of
WAMCO.  Arglen  will not take any action to  enforce  its  subordinate  security
interest so long as any  Obligations,  as defined in the Loan Documents  between
NOW and WAMCO, remain outstanding.

      4. In the event any  payment  under the  promissory  note is not made when
due, or five (5) calendar days after facsimile  transmission to Vertical and NOW
of written notice to cure, at the option of Arglen, the entire remaining amounts
due under the note will become immediately due and payable, with interest at the
statutory  rate, and all costs of collection,  including  reasonable  attorneys'
fees and costs  incurred,  will also be payable to Arglen by  Vertical  and NOW,
jointly and severally.

      5.  Effective  on the Closing  Date or another  mutually  agreeable  date,
Arglen  will  transfer  all of its right,  title and  interest  in and to NOW to
Vertical.

      6.  Effective  on  the  Closing  Date,  and  except  for  the  obligations
specifically  undertaken  in this  Agreement,  Arglen,  for  itself  and for its
principals,  owners,  agents,  successors  and  assigns  (the  Arglen  Releasing
Parties), releases Vertical and NOW, and their respective principals, directors,
officers, owners, agents, successors and assigns including, without limiting the
generality of the foregoing  Wade and Valdetaro (the Arglen  Released  Parties),
from any and all claims and damages which the Arglen Releasing  Parties ever had
or claim to have had,  may now have or claim to have,  or may in the future have
or claim to have,  against the Arglen  Released  Parties,  from the beginning of
time to the date of this Agreement.

      7.  Effective  on  the  Closing  Date,  and  except  for  the  obligations
specifically undertaken in this Agreement, Gyselen and Kolevzon, for themselves,
their  successors  and assigns  (the Gyselen and  Kolevzon  Releasing  Parties),
release Vertical and NOW, and their respective principals,  directors, officers,
owners,  agents,   successors  and  assigns  including,   without  limiting  the


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generality  of the  foregoing  Wade and  Valdetaro  (the  Gyselen  and  Kolevzon
Released  Parties),  from any and all claims and  damages  which the Gyselen and
Kolevzon  Releasing Parties ever had or claim to have had, may now have or claim
to have,  or may in the future  have or claim to have,  against  the Gyselen and
Kolevzon  Released  Parties,  from  the  beginning  of time to the  date of this
Agreement.

      8.  Effective  on  the  Closing  Date,  and  except  for  the  obligations
specifically undertaken in this Agreement,  Vertical and NOW, for themselves and
for their respective  principals,  owners,  agents,  successors and assigns (the
Vertical and NOW Releasing Parties), release Arglen and its principals,  owners,
agents, successors and assigns, including without limiting the generality of the
foregoing Gyselen and Kolevzon (the Vertical and NOW Released Parties), from any
and all claims and damages which the Vertical and NOW Releasing Parties ever had
or claim to have had,  may now have or claim to have,  or may in the future have
or claim to have,  against  the  Vertical  and NOW  Released  Parties,  from the
beginning of time to the date of this Agreement.

      9.  Effective  on  the  Closing  Date,  and  except  for  the  obligations
specifically  undertaken in this Agreement,  Wade and Valdetaro,  for themselves
and for their successors and assigns (the Wade and Valdetaro Releasing Parties),
release  Arglen and its  principals,  owners,  agents,  successors  and assigns,
including  without limiting the generality of the foregoing Gyselen and Kolevzon
(the Wade and Valdetaro Released  Parties),  from any and all claims and damages
which the Wade and  Valdetaro  Releasing  Parties ever had or claim to have had,
may now  have or  claim to  have,  or may in the  future  have or claim to have,
against the Vertical and NOW Released Parties, from the beginning of time to the
date of this Agreement.

      10. To reinforce the foregoing  releases,  the Settling  Parties waive the
protections of California  Code of Civil  Procedure ss. 1542,  which provides as
follows,  and  acknowledge  that  they  have  been  advised  by  counsel  of the
consequences of that waiver:

      A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR
      DOES NOT KNOW OR  SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF
      EXECUTING  THE  RELEASE,  WHICH  IF  KNOWN  BY HIM  MUST  HAVE
      MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.

      11. The Settling Parties covenant not to sue or otherwise  proceed against
each other (except to enforce this Agreement or the more formal  document or set
of documents),  and will  immediately  dismiss with prejudice all  arbitrations,
civil actions and all other proceedings against each other.


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      12.  Vertical and NOW,  jointly and  severally,  will  indemnify  and hold
Arglen and its principals,  owners,  agents,  successors and assigns,  including
without limiting the generality of the foregoing Gyselen and Kolevzon,  harmless
from and against any and all income tax liabilities arising from, related to, or
connected with the  undistributed  income or profit allocated or to be allocated
to Arglen  from NOW  during  the time  Arglen  was a member of NOW  through  the
Closing Date.

      13.  Vertical and NOW,  jointly and  severally,  will  indemnify  and hold
Arglen and its principals,  owners,  agents,  successors and assigns,  including
without limiting the generality of the foregoing Gyselen and Kolevzon,  harmless
from and  against  any and all  claims of, or  liabilities  to,  Donald  Hateley
arising from, related to or connected with Hatley's finder's fee or broker's fee
concerning the acquisition of NOW.

      14.  Vertical  and  NOW  represent  and  warrant  that  they  are  not  in
negotiations or discussions  related to or connected with the sale,  transfer or
other disposition of NOW, a majority interest in its ownership, or substantially
all of its assets,  and understand and acknowledge the Arglen is relying on this
representation in entering into this Agreement.

      15. Arglen  represents  and warrants that it is the owner of, has and will
transfer to Vertical on the Closing Date good, clear and marketable title to and
possession  of  Arglen's  Membership  Interests  in  NOW,  as set  forth  in the
Operating  Agreement  of  NOW  (Operating  Agreement),  free  and  clear  of all
agreements, claims, security interests, liens, encumbrances and hypothecations.

      16. Arglen,  Gyselen and Kolevzon  represent and warrant that, to the best
of their present knowledge, recollection and belief, neither they or any of them
have made any agreement for the sale, transfer or acquisition of any interest in
the  ownership  of NOW,  except as may have  been  approved  by NOW's  Executive
Committee, to any officer or employee of NOW.

      17. A.  Effective on or before the Closing Date,  the Warrants (as defined
below) held by Arglen or Gyselen,  whether  vested or not, will be canceled and,
concurrently  with the  cancellation of said warrants,  Vertical shall issue and
deliver to Arglen TWENTY MILLION (20,000,000) new shares (the New Shares) of 144
common stock of Vertical.  Vertical will file for registration of the New Shares
no later  than 180 days of the  Closing  Date as part of  Vertical's  next  SB-2
filling;  if no SB-2  filing is made within said  period,  Vertical  will make a
special  filing for the  registration  of the New Shares  within 180 days of the
Closing Date. If Vertical does not file within said period,  Vertical will issue
and deliver to Arglen an additional  FIVE MILLION shares of freely traded stock,
in which event all 25 million  shares will be freely  tradeable by no later than
December 31, 2004.  The New Shares are subject to a leak-out  provision  whereby
the sale of any  Vertical  stock  will be  limited  to no more  than 150% of the
average daily volume for the proceeding three (3) months for each week.


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            B. "Warrants"  shall mean those certain warrants for the purchase of
certain  shares of  Vertical's  common stock,  identified as "Vertical  Computer
Systems,  Inc.,  Common Stock Purchase  Warrant,"  numbers 11  (30,763,943);  12
(25,000,000); and 13 (25,000,000), each dated March 5, 2001.

      18. Except as provided in this  Agreement,  for a period of two years from
the  date  of  this   Agreement,   Arglen,   Gyselen  and  Kolevzon,   or  their
representatives,   principals,   agents  or  advisors,  will  not,  directly  or
indirectly,  in any manner: (a) acquire,  agree to acquire, or make any proposal
to acquire (by  purchase or  otherwise)  any  securities  (or direct or indirect
rights to acquire any securities),  indebtedness,  assets,  property or contract
rights, of, against or respecting Vertical,; (b) make, or in any way participate
in, any  "solicitation" of "proxies" (as such terms are used in the rules of the
Securities and Exchange  Commission) to vote, or seek to advise or influence any
person or entity with respect to the voting of, any securities of Vertical;  (c)
make any public announcement with respect to, or submit a proposal for, or offer
of (with or without  conditions) any extraordinary  transaction with Vertical or
any of its  securities,  assets,  indebtedness or contract  rights,  except in a
Permitted  Transaction that does not violate this Agreement or that is agreed to
by  Vertical;  (d) form,  join in or  participate  in any way in a  "group"  (as
defined in Section 13(d)(3) of the Securities  Exchange Act of 1934, as amended)
in  connection  with any of the  foregoing  actions;  or (e)  assist,  advise or
encourage any other persons in connection with any of the foregoing actions.

      19. All  information,  instruments,  documents and details  concerning the
negotiation  of the sale  transaction  contemplated  herein  relating to Arglen,
Vertical and NOW are strictly confidential,  and the Settling Parties shall not,
nor  will  they,  or any  of  them,  allow  any of  their  respective  officers,
directors,  managing  members,  employees,  or agents to  disclose  any  matters
relating to the business of Arglen,  Vertical or NOW, as to this Agreement,  its
negotiation,  terms,  provisions  or  conditions,  except  as may be  reasonably
necessary to effectuate the  transactions  contemplated  hereby,  or as shall be
necessary  to disclose to  attorneys  or  accountants  employed by the  Settling
Parties;  provided  however,  Vertical shall not be prohibited  from making such
regulatory  filings regarding its proposed  acquisition of Arglen's right, title
and interest in NOW, including, without limitation,  details as to price, terms,
and the like, as is required by law or from making such other disclosures as are
reasonably  necessary  or  appropriate  pursuant  to  the  Operating  Agreement.
Notwithstanding  the foregoing,  Vertical shall use its best efforts to disclose
the minimum  information  as may be required  by law,  concerning  details as to
price, terms and the like in any regulatory filing.

      20.  Vertical and Arglen shall  cooperate with each other to carry out the
purposes  and  intent of this  Agreement,  including,  without  limitation,  the
execution of and delivery to the appropriate  party of all further documents and


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instruments,  and  the  approval  of  all  resolutions  or  actions,  as  may be
reasonably  necessary  or  appropriate,   without  limitation  pursuant  to  the
Operating Agreement, to accomplish the same.

      21.  Each of the  Settling  Parties  shall  bear  their own fees and costs
incurred in connection  with their disputes and  differences to the date of this
Agreement  including,  without  limitation,  the  arbitration  and civil actions
identified  above;  provided,  however,  that,  in the event any of the Settling
Parties  incurs  attorneys'  fees or costs to enforce this Agreement or the more
formal  document  or  set  of  documents  to  be  prepared  and  executed,   the
non-prevailing  party in such a proceeding  shall pay the  prevailing  party the
reasonable attorneys' fees and costs incurred by the prevailing party.

      22. Each of the Settling Parties acknowledges and represents that each has
not  assigned  to any  person or  entity  any right or  obligation  which  would
preclude or prevent each of them from performing all of their respective  duties
and obligations  under the terms and conditions of this  Agreement.  Each of the
Settling  Parties further  represents and warrants that each individual  signing
this  Agreement on their  respective  behalf and on behalf of any entity has the
right,  power,  legal  capacity,  and  authority  to do so,  and that no further
approval  or consent  of any  person,  spouse,  officer,  shareholder,  board of
directors, or other entity is necessary.

      23. This  Agreement and all other  agreements  and  documents  executed in
connection herewith constitute the entire agreement between the Settling Parties
with respect to the subject of this Agreement,  and no amendment,  alteration or
modification  of this  Agreement  shall be valid or  enforceable  unless in each
instance such  amendment,  alteration or  modification is expressed in a written
instrument duly executed by the Settling Parties.

      24. This Agreement may be executed in any number of counterparts and, when
all executed  counterparts  are joined  together,  each such joined  counterpart
shall  be  deemed  to be an  original  instrument.  This  Agreement  may also be
executed  by  facsimile  signatures,  which  shall  be  deemed  to  be  original
signatures.


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      25. This Agreement is binding on the Settling Parties and their respective
successors and assigns.


ARGLEN ACQUISITIONS, LLC                 VERTICAL COMPUTER SYSTEMS, INC.

                                         By_________________________________
By_________________________________               Authorized Officer
         Authorized Officer

                                         NOW SOLUTIONS, LLC


                                         By_________________________________
                                                  Authorized Officer


                                         -----------------------------------
---------------------------------                 Richard Wade
         Garry Gyselen

                                         -----------------------------------
---------------------------------                 Luis Valdetaro
         Barry Kolevzon


APPROVED AS TO FORM:


HAMBURG, KARIC, EDWARDS &                WOLMAN, BABITT & KING, L.L.P.
  MARTIN LLP


By_________________________________      By_________________________________
         STEVEN S. KARIC                          DEREK A. WOLMAN



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