SECURED TERM PROMISSORY NOTE
                         VERTICAL COMPUTER SYSTEMS, INC.

US $438,795.31                                                 February 13, 2006

      FOR VALUE RECEIVED,  the undersigned,  Vertical Computer Systems,  Inc., a
Delaware corporation,  ("Debtor"),  hereby covenants and promises to pay to Tara
Financial Services, Inc., a California corporation, ("Payee"), the principal sum
of FOUR HUNDRED  THIRTY-EIGHT  THOUSAND  SEVEN  HUNDRED  NINETY-FIVE  AND 31/100
DOLLARS, ($438,795.31), together with interest thereon at a rate equal to twelve
percent (12%) per annum, compounded annually, which shall be payable as follows:

      (a)   principal  and  interest  are  due  and  payable  in  equal  monthly
            installments  of FIVE THOUSAND SEVEN HUNDRED  SIXTY-THREE AND 22/100
            ($5,763.22),  on the first  day of each  month,  beginning  March 1,
            2006, and continuing through September 1, 2006;

      (b)   beginning on October 1, 2006, and continuing through December, 2006,
            interest only is due and payable monthly as it accrues;

      (c)   beginning  on January 1, 2007,  the  unpaid  principal  balance  and
            interest are due and payable in equal monthly  installments  of FIVE
            THOUSAND  SEVEN  HUNDRED  SIXTY-THREE  AND 22/100  ($5,763.22),  and
            continuing until February 1, 2018 (the "Maturity Date"),  upon which
            date all outstanding principal and interest shall be due and payable
            in full.

      All payments shall be made at 3436 Verdugo Road, Suite 250,  Glendale,  CA
91208, or at such other place as the holder of this Note may designate by notice
to the Debtor.

      Payments  shall be applied first to accrued  interest and the remainder to
reduction of the Principal Amount.

Debtor and Payee covenant and agree as follows:

      1. Prepayment.  This Note may, at the option of the Debtor, be prepaid, in
whole  or in  part,  at any  time  through  the due  date of the  final  payment
hereunder, in order of maturity. Any such prepayment shall be without penalty or
premium but shall include the payment of accrued interest, if any, on the amount
prepaid to and including the date of prepayment.  The Maturity Date shall remain
the same and a new amortization  schedule shall be prepared upon Payee's receipt
of any prepayment amount.

      2.  Payee's  Right of  Acceleration.  Upon the  occurrence  of an Event of
Default,  as said term is  defined in  Section 3 herein,  the  entire  remaining
principal balance and other fees and charges with respect to this Note shall, at
Payee's option, become immediately due and payable.


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      3.  Default  and  Payee's  Rights Upon  Default.  If any payment  required
hereunder  is not made when  due,  same  shall  constitute  an event of  default
("Event of Default").  If any Event of Default  occurs,  then from the date such
Event of Default  occurs until it is cured or waived in writing,  in addition to
any agreed upon charges,  the then  outstanding  principal  balance of this Note
shall  thereafter  bear  interest at a rate of eighteen  (18%) percent per annum
(the  "Default  Rate")  computed on the basis of a year of three  hundred  sixty
(360) days and actual days elapsed unless collection from the Debtor of interest
at such rate would be  contrary  to  applicable  law, in which event such amount
shall bear  interest at the highest rate which may be collected  from the Debtor
under applicable law.

      4. Savings  Clause.  Interest on the debt  evidenced by this Note will not
exceed the maximum rate or amount of nonusurious interest that may be contracted
for, taken, reserved,  charged, or received under law. Any interest in excess of
that  maximum  amount  will be  credited  on the  Principal  Amount  or;  if the
Principal  Amount has been paid,  refunded.  On any  acceleration or required or
permitted prepayment,  any excess interest will be canceled  automatically as of
the acceleration or prepayment or, if the excess interest has already been paid,
credited  on the  Principal  Amount or, if the  Principal  Amount has been paid,
refunded.  This provision overrides any conflicting  provisions in this Note and
all other instruments concerning the debt.

      5. General Provisions.

            5.1 If this Note is not paid when due, or upon the  occurrence of an
Event of Default,  the Debtor  further  promises to pay all costs of collection,
foreclosure fees, reasonable attorneys' fees and expert witness fees incurred by
the Payee, whether or not suit is filed hereon.

            5.2  The  undersigned  hereby  consents  to any  and  all  renewals,
replacements  and/or  extensions of time for payment of this Note before,  at or
after  maturity.

            5.3 No delay or  omission  on the part of the  Payee of this Note in
exercising any right shall operate as a waiver thereof or of any other right.

            5.4 No waiver by the Payee of this Note upon any one occasion  shall
be  effective  unless in writing nor shall it be construed as a bar or waiver of
any right or remedy on any future occasion.

            5.5 All the terms of this Note  shall be  binding  upon and incur to
the benefit of and be  enforceable  by the parties  hereto and their  respective
heirs, representatives, successors and assigns, whether or not so expressed.

            5.6 Time is of the essence for the performance by the undersigned of
the obligations set forth in this Note.

            5.7  Should  any  one or  more of the  provisions  of  this  Note be
determined  illegal or  unenforceable,  all other provisions shall  nevertheless
remain effective.

            5.8 This Note cannot be  changed,  modified,  amended or  terminated
orally.


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            5.9 This Note  shall be  governed  by,  construed  and  enforced  in
accordance  with the laws of the State of  California  without  reference to the
principles of conflicts of laws thereof.

            5.10 The Debtor  shall have  forty-five  (45) days to cure a payment
default after notice of default thereof sent to Debtor by or on behalf of Payee.

            5.11  Principal  of, and  interest on, this Note shall be payable in
lawful money of the United States of America. If a payment hereunder becomes due
and payable on a Saturday,  Sunday or legal holiday,  the due date thereof shall
be extended to the next  succeeding  business day, and interest shall not accrue
until such next succeeding business day.

            5.12 ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO ANY DISPUTE WILL
BE TRIED IN A COURT OF COMPETENT  JURISDICTION BY A JUDGE WITHOUT A JURY. DEBTOR
WAIVES  ANY  RIGHT  TO A JURY  TRIAL  IN  ANY  SUCH  ACTION  OR  PROCEEDING  AND
ACKNOWLEDGES  THAT YOUR ACCEPTANCE OF THIS NOTE  CONSTITUTES  YOUR WAIVER OF ANY
RIGHT TO A JURY TRIAL IN ANY SUCH ACTION OR PROCEEDING.

            5.13 The  jurisdiction,  venue and choice of law provision set forth
herein will survive the termination of this Note.

         6. Security  Agreement.  This Note is secured by a security interest in
certain collateral as identified in that certain Asset Pledge Agreement, between
Debtor and Payee,  dated as of February 13, 2006 (as the same has been  amended,
revised,  or  amended  and  restated  from  time  to  time,  the  "Asset  Pledge
Agreement").  All of the terms and conditions of the Asset Pledge  Agreement are
incorporated  herein and made a part hereof.  Nothing  herein shall be deemed to
limit any of the terms, provisions, conditions,  representations,  stipulations,
or  agreements  contained in the Asset Pledge  Agreement or any other present or
future document,  instrument or agreement, between the Debtor and Payee, and all
of Payee's rights and remedies hereunder and thereunder are cumulative.

      7. Debtor and all guarantors, endorsers and sureties consent that Payee at
any time may extend  the time of payment of all or any part of the  indebtedness
secured hereby, or may grant any other indulgences.

      8. Except as otherwise stated herein,  all notices,  responses,  requests,
documents and service of legal process will be  sufficiently  given or served if
mailed or delivered  via  certified  mail,  return  receipt  requested,  or by a
nationally  recognized  overnight  delivery  service:  (a) to Debtor at 201 Main
Street,  Ste. 1175,  Fort Worth,  Texas 76102;  and (b) to Payee at 3436 Verdugo
Road,  Suite 250,  Glendale,  CA 91208, or such other address as the parties may
specify from time to time in the manner  required  for notice set forth  herein.
Notices shall be effective:  (a) if given by certified  mail, on the fifth (5th)
day after deposit in the mail with postage prepaid,  addressed as aforesaid; and
(b) if given by a  nationally  recognized  overnight  delivery  service,  on the
business day following  deposit with such service,  addressed as aforesaid  with
receipt of delivery.


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THIS NOTE CONTAINS A JURY WAIVER.

DEBTOR:

Vertical Computer Systems, Inc.
a Delaware corporation

By:
   --------------------------------------------------
   Richard Wade,
   President


STATE OF CALIFORNIA    ss.
                       ss.
COUNTY OF ___________  ss.

      On the 13 day of February in the year 2006, before me, the undersigned,  a
Notary Public in and for said State, personally appeared Richard Wade, President
of Vertical Computer Systems, Inc., a Delaware corporation,  personally known to
me or proved to me on the basis of  satisfactory  evidence to be the  individual
whose name is subscribed to the within instrument and acknowledged to me that he
executed the same in his capacity,  and that by his signature on the instrument,
the  individual,  or the  person  upon  behalf  of which the  individual  acted,
executed the instrument.

                                                        ________________________
                                                        Notary Public in and for
                                                        the State of California


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