AGREEMENT

            THIS  AGREEMENT  made as of the 13th day of February,  2006,  by and
among Tara Financial Services, Inc., a California corporation,  ("Lender"),  NOW
Solutions,  Inc.,  a Delaware  corporation,  (  "Borrower"),  Vertical  Computer
Systems,  Inc.,  a  Delaware  corporation,   ("Vertical"),   Robert  Farias,  an
individual, ("Farias"), and Robert Mokhtarian, an individual, ("Mokhtarian").

                              W I T N E S S E T H:

      WHEREAS,  Farias has the following loans currently outstanding to Borrower
and to Vertical:

            1. Promissory Note in the original principal amount of $84,000 dated
      June 1, 2001,  from  Enfacet,  Inc., a Texas  corporation,  as debtor,  to
      Robert Farias, as lender,  bearing interest at 8% per annum. This note was
      originally  unsecured.  The note was  amended by the  parties on March 27,
      2003 and again on February 13, 2004. The note is now secured by a Security
      Agreement  dated  February 13, 2004,  pledging a security  interest in all
      assets of Borrower. The current balance of this note is $137,841.28.

            2.  Promissory  Note in the  original  principal  amount of $280,000
      dated October 31, 2001, from Vertical, as Promissor,  to Robert Farias, as
      Promissee, bearing interest at the rate of 4% per annum, as amended by the
      parties on March 27, 2003 and again on  February  13,  2004.  This note is
      secured by an Asset Pledge Agreement dated October 31, 2001, from Vertical
      to Robert Farias,  pledging a security interest in that certain technology
      developed by Adhesive  Software and commonly known as "siteflash"  (herein
      the  "Siteflash  Technology").   The  current  balance  of  this  note  is
      $438,795.31;

            3.  Promissory  Note in the  original  principal  amount of $181,583
      dated  October  17,  2002,  from  Vertical  Computer  Systems,   Inc.,  as
      Promissor,  to Robert Farias,  as Promissee,  bearing  interest at 12% per
      annum. This note was amended on February 13, 2004. This note is secured by
      a pledge  by  Mountain  Reservoir  Corporation  of  10,450,000  shares  of
      Vertical common stock. The current balance of this note is $181,905.58.

            4.  Promissory  Note in the  original  principal  amount of $500,000
      dated February 13, 2004, from NOW Solutions,  L.L.C.  (now  Borrower),  as
      Promissor, to Robert Farias, as Promissee, bearing interest at the rate of
      10% per annum.  This note is secured by the assets of Borrower.  This note
      is also secured by a 5% royalty on sales by Borrower;  5-year  warrants to
      purchase  5,000,000  shares of Vertical  common  stock at $0.01 per share;
      5-year warrants to purchase  5,000,000  shares of Vertical common stock at
      $0.02 per share;  5-year warrants to purchase 5,000,000 shares of Vertical
      common stock at $0.03 per share;  and 5,000,000  shares of Vertical common
      stock. The current balance of this note is $359,559.90.


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02-13-06
<PAGE>

      The foregoing loans are collectively referred to as the "Farias Loans."

      WHEREAS,  Mokhtarian  has the following  loans  currently  outstanding  to
Vertical and to Enfacet:

            1.  Promissory  Note in the  original  principal  amount of $350,000
      dated August 15, 2001, from Enfacet, Inc., a Texas corporation, as debtor,
      to Robert  Mokhtarian,  as Lender,  bearing interest at 8% per annum. This
      note was  originally  unsecured.  The note was  amended by the  parties on
      February 13, 2004. The note is now secured by a Security  Agreement  dated
      February 13, 2004 pledging a security  interest in all assets of Borrower.
      The current balance of this note is $519,693.28.

            2. Promissory Note in the original principal amount of $90,000 dated
      June 26, 2003,  from  Vertical,  as Promissor,  to Robert  Mokhtarian,  as
      Promissee,  bearing  interest at 10% per annum.  This note was  originally
      unsecured.  The note was amended by the parties on February 13, 2004.  The
      note is now  secured by a  Security  Agreement  dated  February  13,  2004
      pledging  a  security  interest  in all assets of  Borrower.  The  current
      balance of this note is $115,663.16.

      The foregoing loans are collectively  called the "Mokhtarian  Loans";  the
Farias Loans and the Mokhtarian Loans are  collectively,  called the "Old Debt."
The  foregoing   security   interests  pledged  to  Farias  and  Mokhtarian  are
collectively called the "Old Security."

      WHEREAS,  the Borrower has requested that Farias and Mokhtarian cancel the
Old Debt and related Old Security agreements and replace them with the following
notes between Borrower and Lender:

            1. A Secured Term Promissory Note in the original  principal  amount
      of $359,559.90  from Borrower to Lender dated  February 13, 2006,  bearing
      interest  at 12% per  annum.  This  loan  will be  secured  by a  Security
      Agreement  from  Borrower  to Lender  pledging a security  interest in all
      assets of Borrower.

            2. A Secured Term Promissory Note in the original  principal  amount
      of $438,795.31  from Vertical to Lender dated  February 13, 2006,  bearing
      interest  at 12% per annum.  This loan will be secured by an Asset  Pledge
      Agreement  from  Vertical  to Lender  pledging a security  interest in the
      Siteflash Technology.

            3. A Secured Term Promissory Note in the original  principal  amount
      of $955,103.30  from Borrower to Lender dated  February 13, 2006,  bearing
      interest  at 12% per  annum.  This  loan  will be  secured  by a  Security
      Agreement  from  Borrower  to Lender  pledging a security  interest in all
      assets of Borrower.


                                     - 2 -
02-13-06
<PAGE>

      The foregoing  notes are  collectively  referred to as the "New Notes" and
"New Security.".

      WHEREAS,  Farias  and  Mokhtarian  have  agreed to cancel the Old Debt and
Lender  agrees to replace the Old Debt with the New Notes,  subject to the terms
and conditions hereof.

      WHEREAS,  Farias and Mokhtarian have agreed to cancel the Old Security and
Lender agrees to replace the Old Security with the New Security,  subject to the
terms and conditions hereof.

      NOW,  THEREFORE,  in  consideration of the mutual covenants and agreements
herein contained, it is mutually covenanted and agreed as follows:

                                   AGREEMENT:

      1. Recitals.  Each of the Recitals above is agreed and  acknowledged to be
true and  correct  and is fully  incorporated  herein  as  though  fully set out
herein.

      2. Cancellation of Old Debt. Farias and Mokhtarian agree to cancel the Old
Debt currently outstanding as described above.

      3. Release of  Security.  Farias and  Mokhtarian  agree to release the Old
Security pledged as collateral and corresponding liens for the Old Debt.

      4.  Execution of New Notes.  Borrower  and  Vertical  agree to execute the
foregoing New Notes payable to Lender pursuant to the terms as stated therein.

      5.  Execution of New Security  Agreements.  Borrower and Vertical agree to
execute the New Security Agreements as set forth above as collateral for the New
Notes.

      6.  Time.  Time is of the  essence  in the  performance  of the  covenants
contained herein.

      7. Headings.  The section  headings hereof are inserted for convenience of
reference  only  and  shall in no way  alter,  amend,  define  or be used in the
construction or interpretation of the text of such section.

      8. Further assurances. Each of the Parties shall from time to time execute
such  documents  and  perform  such acts and  things as the  other  Parties  may
reasonably  require  to cancel the Old Debt and  related  security  and  perfect
Lender's  security  interest as collateral for the New Notes, in accordance with
the provisions of this Agreement, and to give any Party the full benefit of this
Agreement.


                                     - 3 -
02-13-06
<PAGE>

      9. Binding  Effect.  All of the terms,  covenants  and  conditions  herein
contained  shall inure to the benefit of and be binding upon the parties hereto,
their successors and assigns.

      10.  Notices.  All notices,  demands,  requests  and other  communications
pursuant to this  Agreement  shall be deemed to have been properly  given,  when
made in writing,  and  delivered  personally,  or three (3) business  days after
receipt,  when sent either  through the United States Postal  Service  postpaid,
registered or certified mail with return receipt requested, or overnight courier
delivery (such as Federal Express at the expense of the  Participant)  addressed
to the Participant to receive such notice at the following  address,  or at such
other address as may hereafter be specified by written notice given as set forth
in this Section 10:

If to Lender:            Tara Financial Services, Inc., a California corporation
                         3436 Verdugo Road
                         Glendale, California 91208
                         818.209.5591

If to Borrower:          NOW Solutions, Inc., a Delaware corporation
                         201 Main Street
                         Suite 1175
                         Fort Worth, Texas 76102
                         Phone: 817.348.8717

If to Vertical:          Vertical Computer Systems, Inc., a Delaware corporation
                         201 Main Street
                         Suite 1175
                         Fort Worth, Texas 76102
                         Phone: 817.348.8717

If to Enfacet:           Enfacet, Inc., a Texas corporation
                         201 Main Street
                         Suite 1175
                         Fort Worth, Texas 76102
                         Phone: 817.348.8717

If to Farias:            Robert Farias
                         3436 Verdugo Road
                         Glendale, California 91208
                         818.500.0800

If to Mokhtarian:        Robert Mokhtarian
                         3436 Verdugo Road
                         Glendale, California 92108
                         818.500.0800


                                     - 4 -
02-13-06
<PAGE>

      11.  Applicable  Law. This Agreement  shall be governed by the Laws of the
State of California.

      12. Multiple Counterparts. This Agreement may be executed in any number of
counterparts,  all of which taken  together  shall  constitute  one and the same
Agreement,  and any of the parties  hereto may execute this Agreement by signing
any such counterpart.

      13.  Construction.  Whenever the context hereof so requires,  reference to
the singular shall include the plural and likewise, the plural shall include the
singular;  words  denoting  gender  shall be  construed  to mean the  masculine,
feminine or neuter, as appropriate;  and specific  enumeration shall not exclude
the general, but shall be construed as cumulative of the general recitation.

      14.  Severability.  If any clause or  provision  of this  Agreement  is or
should ever be held to be illegal, invalid or unenforceable under any present or
future law  applicable  to the terms hereof,  then and in that event,  it is the
intention of the parties hereto that the remainder of this  Agreement  shall not
be affected  thereby,  and that in lieu of each such clause or provision of this
Agreement that is illegal,  invalid or  unenforceable,  such clause or provision
shall be judicially  construed and interpreted to be as similar in substance and
content to such illegal,  invalid or unenforceable  clause or provision,  as the
context thereof would reasonably  suggest,  so as to thereafter be legal,  valid
and enforceable.

      15. ENTIRE  AGREEMENT.  THIS  AGREEMENT AND THE OTHER  DOCUMENTS,  IF ANY,
HEREIN  REQUIRED TO BE EXECUTED  REPRESENT  THE FINAL  AGREEMENT  OR  AGREEMENTS
BETWEEN THE PARTIES AS TO THE SUBJECT MATTER HEREOF AND THEREOF,  AND MAY NOT BE
CONTRADICTED  BY  EVIDENCE  OF  PRIOR,   CONTEMPORANEOUS,   OR  SUBSEQUENT  ORAL
AGREEMENTS OF THE PARTIES.  THERE ARE NO UNWRITTEN ORAL  AGREEMENTS  BETWEEN THE
PARTIES.  THIS  INSTRUMENT  MAY BE  AMENDED  ONLY BY AN  INSTRUMENT  IN  WRITING
EXECUTED BY THE PARTIES HERETO.

                       [Signatures follow on next pages.]


                                     - 5 -
02-13-06
<PAGE>

      IN WITNESS WHEREOF,  each of the undersigned,  being duly authorized,  has
executed this  Agreement on behalf of the  respective  Parties as of the day and
year first above written.

LENDER:                             Tara Financial Services, Inc.,
                                    a California corporation


                                    By: _________________________
                                        Robert Mokhtarian
                                        President


BORROWER:                           NOW Solutions, Inc.
                                    a Delaware corporation


                                    By: ______________________
                                        Richard Wade,
                                        Chairman


VERTICAL:                           Vertical Computer Systems, Inc.
                                    a Delaware corporation


                                    By: ______________________
                                        Richard Wade,
                                        President


ENFACET:                            Enfacet, Inc.
                                    a Texas corporation


                                    By: _____________________
                                         Luiz C. Valdetaro,
                                         President


                                     - 6 -
02-13-06
<PAGE>

FARIAS:


                                    ------------------------
                                    Robert Farias


MOKHTARIAN:


                                    -------------------------
                                    Robert Mokhtarian


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