10.114(d)

                         30% OWNERSHIP PLEDGE AGREEMENT


                                                         Date: February 13, 2004

TO: Robert Farias

PLEDGE OF OWNERSHIP

      To induce you Robert Farias  (hereinafter  "You"), to provide the loan Now
Solutions  $500,000,  to us as evidenced by the  $500,000  promissory  note (the
"Note") by and between Now  Solutions,  LLC, ("Now  Solutions")  and you in that
amount  dated the date of this  Agreement  (hereinafter  the  "Ownership  Pledge
Agreement"),  and  payable  to your order  pursuant  to the  schedule  set forth
therein  (the  "Note",  which  term will  include  any  amendments  thereto  and
substitutions  therefor), , and to secure payment of all amounts owing under the
Note and this  Ownership  Pledge  Agreement and  performance of all of our other
obligations  under the Note and  under  this  Ownership  Pledge  Agreement,  the
undersigned,  Vertical Computer Systems,  Inc. (the "Company") hereby pledges to
you and pledges to you a thirty percent (30%) of that the Company's  subsidiary,
Now Solutions, LLC ("Now Solutions") .

DEFINITION OF COLLATERAL;

      The term  "Collateral"  means (i) a thirty  percent (30%)  interest in Now
Solutions.  Upon default under this Ownership Pledge  Agreement,  you may at any
time transfer the Collateral into your name or the name of your nominee.

WARRANTIES

      We hereby warrant 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  Ownership  Pledge
            Agreement  and  the  Note,  which  constitute  our  legally  binding
            obligations;

PROHIBITION ON TRANSFER OF COLLATERAL

      We agree that we will not sell,  transfer,  assign or encumber  any of our
rights  in  any  of the  Collateral  or  grant  any  rights  in or to any of the
Collateral except pursuant to this Ownership Pledge  Agreement.  Notwithstanding
the foregoing, you acknowledge and agree that, provided we are not in Default of
this  Agreement,  we shall have the express  right (a) in our sole and  absolute
discretion, to commercially exploit the Now Solutions, in any manner, or refrain
therefrom and to enter into any contracts with respect thereto;  (b) to collect,
receive, and retain any revenues derived from our commercial exploitation of the
Now Solutions for our own benefit.


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DEFAULT

      After  pursuing your rights under the Security  Agreement  (the  "Security
Agreement"),  dated  February 13, 2004,  between Now  Solutions and yourself and
upon a default under any of the  provisions of the Note or if any warranty by us
hereunder is incorrect,  you may,  with ten (10)  business days written  notice,
take such action as you deem advisable with respect to the Collateral.

REMEDIES; ORDER OF PURSUIT

      You expressly  acknowledge and agree that your rights to proceed under the
terms of this  agreement  will not be  effective  until you have  exhausted  all
remedies  under the  Security  Agreement.  Except as set forth herein and in the
Security Agreement, 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 Ownership
Pledge  Agreement.  You may pursue your rights and remedies under this agreement
in such order as you  determine,  and the exercise by you of any right or remedy
under this  agreement  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 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.

EXPENSES

      We agree to pay on demand (a) all expenses (including, without limitation,
legal fees and disbursements) incurred by you in connection with the negotiation
and  preparation of this Ownership  Pledge  Agreement and the perfection of your
security  interest in any of the  Collateral,  and (b) all expenses of enforcing
the provisions of this Ownership Pledge Agreement and your rights against any of
the  Collateral,  including,  without  limitation,  expenses  and  fees of legal
counsel, court costs and the cost of appellate proceedings.

WHERE TO MAKE PAYMENTS

      All payments under this Ownership Pledge 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.

NOTICES

      Unless otherwise specified,  all notices or other communications  required
herein  must be in writing  and will be deemed to have been duly  served if hand
delivered,  sent by first class mail  postage  prepaid and  properly  addressed,
return  receipt  requested,  or sent by  overnight  delivery.  Notices  shall be
delivered  to the  address  of each  party as set  forth  above or as  otherwise
designated by the  respective  party,  as the case may be. All notices to Farias
shall be addressed to Robert Farias at 3436 Verdugo Road,  Suite 250,  Glendale,
CA 91208.


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AMENDMENT

      This  Ownership  Pledge  Agreement may only be amended by an instrument in
writing signed by you and us.

The parties hereby agree to the terms of this ownership  pledge agreement on the
date first set forth above.

ACCEPTED AND AGREED:

PLEDGEE                                     PLEDGOR




---------------------                       ---------------------
Robert Farias                               Richard Wade
                                            President/CEO
                                            Vertical Computer Systems, Inc.


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