-2-
VCSYNOW NOTE.FINAL-2
                                                               EXHIBIT 10.115(b)


                                 PROMISSORY NOTE
                          SECURED BY SECURITY AGREEMENT

$600,000                                                 Los Angeles, California
                                                               February 13, 2004

      FOR VALUE RECEIVED,  the undersigned,  VERTICAL COMPUTER SYSTEMS, INC. and
NOW SOLUTIONS,  LLC,  JOINTLY AND SEVERALLY  (Makers),  promise to pay to ARGLEN
ACQUISITIONS,  LLC (Payee), or order, the sum of SIX HUNDRED THOUSAND AND 00/100
DOLLARS ($600,000), in the following three installment payments:

      1. On or before  April 6, 2004,  Makers  shall pay the sum of TWO  HUNDRED
THOUSAND DOLLARS ($200,000) to Payee.

      2. On or before  June 4, 2004,  Borrower  shall pay the sum of ONE HUNDRED
THOUSAND DOLLARS ($100,000) to Payee.

      3. On or before  September  3, 2004,  Borrower  shall pay the sum of THREE
HUNDRED THOUSAND DOLLARS ($300,000) to Payee.

All payments on this  Promissory Note Secured by Security  Agreement  (Note) are
payable to Payee,  in lawful  money of the  United  States of  America,  by wire
transfer in accordance with the wire transfer  instructions herein set forth, or
in such other manner or at such other place as Payee,  or other  holder  hereof,
shall hereafter notify Makers in writing.  Payee's wire transfer information and
instructions are:

      For the Account of Arglen Acquisitions LLC
      Account No. 134 1018841 65
      Bank Routing Number ABA # 021-000021
      JPMorgan Chase Bank, 401 Madison Avenue, New York, New York 10017
      Telephone Number (212) 661-0607; Bank Contact, Ms. Pavlova Shah

      All or any portion of the principal or interest due under this Note may at
any time or times be prepaid without premium or penalty.

      Makers hereby waive presentment,  protest,  demand, notice of dishonor and
of  nonpayment.  Makers  hereby  further  waive any and all  rights  of  setoff,
recoupment and  counterclaim  with respect to principal and interest due on this
Note,  including rights of setoff,  recoupment and counterclaim  with respect to
this Note which arose from or are based on claims,  transactions or events which
occurred on or before the date of this Note.

      This Note shall be governed by and  construed  under the laws of the State
of California.  Makers hereby submit to personal  jurisdiction  and venue in the
State of California, County of Los Angeles, for the enforcement of Makers' joint
and several obligations under this Note.

      This Note is secured by that certain  Security  Agreement  executed by NOW
Solutions, LLC, as Debtor, and Payee, as Secured Party.


                                      -1-
<PAGE>


      In addition to the rights,  powers and remedies given in this Note,  Payee
may, at any time, and from time to time,  exercise any and all rights and powers
and  pursue any and all  remedies  now or  hereafter  given by law or in equity,
including,  but not limited to, any rights and remedies granted by California or
federal case,  statutory or regulatory law. The failure to exercise any right or
remedy  given  Payee in this Note,  or by law or  equity,  shall not waive or be
deemed a waiver of that right or remedy  unless  Payee has so agreed,  expressly
and in writing, and the failure to so exercise any right or remedy, if any event
of default shall occur,  shall not preclude  Payee from  exercising any right or
remedy  given  in  this  Note,  or by law or  equity,  in  case  of one or  more
subsequent  events of  defaults.  The written  waiver by Payee of any default by
Makers  hereunder  shall not  constitute a continuing  waiver or a waiver of any
other events of default or of the same default on any future occasion.  No power
or remedy herein conferred is exclusive of or shall prejudice any other power or
remedy of Payee given by law. No course of dealing  between the Makers and Payee
and no delay on the part of Payee in exercising its rights under this Note shall
operate as a waiver of the rights of Payee.  No covenant or other  provision  of
this Note or any event of default in  connection  herewith may be waived,  other
than by a written  instrument  signed by the parties so waiving such covenant or
other provisions of this Note or event of default;  provided,  however,  that no
such waiver shall extend to or impair any obligation not expressly  waived,  nor
impair any right  otherwise  consequent on such covenant,  provision or event of
default.

      It shall be an "Event of  Default"  under this Note if Makers  fail to pay
when due any amounts payable under this Note.

      Upon the occurrence of an Event of Default, which remains uncured for five
(5)  calendar  days after  Payee has  notified  Makers in  writing by  facsimile
transmission  of said  failure  to pay,  at the  option  of  Payee,  the  entire
remaining  amount of principal owing under this Note,  together with interest at
the statutory  rate of 10% per annum,  shall,  without  further  notice,  become
immediately  due  and  payable.   Makers'  facsimile  numbers  are  512-692-1836
(Vertical Computer Systems, Inc.) and 817-335-7667 (NOW Solutions,  LLC). A copy
of such notice shall also be provided to counsel for Makers,  Derek A. Wolman of
Wolman, Babitt & King, L.L.P., whose facsimile number is 212-867-3784.

      No change, amendment, modification, cancellation or discharge of this Note
shall be valid  unless the party to be charged  therewith  shall have  consented
thereto in writing. This Note may be assigned or endorsed in whole or in part by
Payee.

      If any provision of this Note is held by a court of law to be in violation
of any law or policy,  and if such court should  declare such  provision of this
Note to be illegal,  invalid,  unlawful,  void,  voidable,  or  unenforceable as
written, then such provision shall be given full force and effect to the fullest
possible extent that it was legal, valid and enforceable,  that the remainder of
this Note  shall be  construed  as if such  illegal,  invalid,  unlawful,  void,
voidable or  unenforceable  provision  was not  contained  herein,  and that the
rights,  obligations  and  interest of Makers and Payee  shall  continue in full
force and effect.


                                      -2-
<PAGE>


      All covenants and agreements herein shall bind each of Makers'  respective
successors and assigns, and all such covenants and agreements shall inure to the
benefit of Payee and its nominees, successors and assigns.

      No  extension of time for the payment of this Note or any  installment  of
this Note made by agreement with any person now or hereafter  liable for payment
of this Note shall operate to release,  discharge,  modify, change or affect the
original joint and several  liability of Makers under this Note, either in whole
or in part.

      Makers   unconditionally  waive,  except  as  may  be  expressly  provided
elsewhere in this Note, any defense to the  enforcement of this Note based on an
election of remedies by Payee,  including,  without limitation,  any election of
remedies which destroys or otherwise  impairs any subrogation  rights Makers may
have for  reimbursement.  By accepting  payment of any sums secured hereby after
their due date,  Payee does not waive Payee's  rights to require  prompt payment
when due of all other  sums so  secured  or  evidenced  hereby,  or to declare a
default for failure to timely pay such sums.

      PAYEE AND MAKERS  HEREBY  WAIVE THE RIGHT TO ANY JURY TRIAL IN ANY ACTION,
CROSS-COMPLAINT,  COUNTERCLAIM,  OR OTHER PROCEEDING BASED UPON, ARISING OUT OF,
OR IN ANY WAY  RELATING  TO (1) THIS  NOTE,  OR (2) ANY OTHER  PRESENT OR FUTURE
INSTRUMENT  OR AGREEMENT  BETWEEN PAYEE AND MAKERS WITH RESPECT TO THIS NOTE, OR
(3) ANY  CONDUCT,  ACTS  OR  OMISSIONS  OF  PAYEE  OR  MAKERS,  OR ANY OF  THEIR
RESPECTIVE DIRECTORS,  OFFICERS, MEMBERS,  EMPLOYEES,  AGENTS, ATTORNEYS, OR ANY
OTHER PERSONS  AFFILIATED WITH PAYEE OR MAKERS,  OR ANY OF THEM, WITH RESPECT TO
THIS NOTE.

      Should any payment  under this Note not be made when due, or cured  within
the period of time for cure, Makers shall pay to Payee the reasonable attorneys'
fees and costs of collection incurred by Payee.

      Executed as of the day and year first above stated.


VERTICAL COMPUTER SYSTEMS, INC.            NOW SOLUTIONS, LLC,
A Delaware corporation                     a Delaware limited liability company


By_________________________________        By_________________________________
         Authorized Officer                         Authorized Officer








                                      -3-