Exhibit 10.1 (a)

Berche Promissory Note

                                 PROMISSORY NOTE

$180,000.00                                                      August 13, 2001

      For valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the undersigned VERTICAL COMPUTER SYSTEMS, INC., a Nevada
corporation ("Borrower"), promises to pay to the order of THE ANNE BERCHE FAMILY
TRUST ("Lender"), in lawful money of the United States of America the principal
amount of ONE HUNDRED EIGHTY Thousand Dollars ($180,000 U.S.), together with
interest on the amount of such principal outstanding from time to time at the
rate of twelve percent (12%) per annum, calculated on the basis of a three
hundred sixty (360) day year containing twelve (12) months of thirty (30) days
each (the "Basic Interest Rate"), at the times and in the manner provided
herein.

            1. Payment of Principal and Interest. Principal and interest shall
be paid as follows:

                  a. All principal then outstanding, and all interest, fees,
charges, and other amounts owing hereunder and then unpaid shall be due and
payable on February 13, 2002 (the "Maturity Date").

                  b. Borrower shall pay all amounts owing under this Note in
immediately available funds to Lender at Lender's address as set forth herein,
or at such other place as may be specified in writing by Lender. Each payment,
when made, shall be credited first to interest then due, and then at the option
of Lender to principal, late charges, and other fees and expenses outstanding
hereunder in such order as Lender may determine.

Payments received after 1:00 p.m. on any banking day or at any time on any
Saturday, Sunday, or holiday shall be deemed received on the next banking day.

            2. Collateral as Security. This Note is secured by certain
collateral, which encumbers, among other things, the interest of Borrower in
certain assets, as more particularly described therein (the "Collateral"). This
Note and the Stock Pledge Agreement between Borrower and Lender of even date
herewith, and any other documents or instruments given or to be given to Lender
to secure the indebtedness evidenced by this Note are collectively referred to
herein as the "Loan Documents".

            3. Interest Rate Upon Default. Should Borrower fail to pay any
amount owing hereunder as and when due, whether the same is due regularly as
scheduled or by reason of acceleration following default or otherwise, then
interest shall accrue on the past due amount at the Basic Interest Rate. Such
interest shall be due and payable upon the earlier of demand or the first day of
the calendar month following the month in which the same shall have accrued.

            5. Default; Remedies. Each of the following occurrences and
conditions shall constitute an Event of Default:

                  a. failure of Borrower to pay as and when due any money,
whether principal, interest, or otherwise, under this Note, or the breach or
default of any obligation to pay money under or secured by the Security
Agreement; or
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                  b. failure of Borrower to perform any obligation other than an
obligation to pay money, as and when performance of such obligation is due under
this Note or Loan Documents which failure continues for fifteen (15) days after
notice thereof from Lender to Borrower; or

                  c. failure by Borrower to comply with any of the terms,
provisions, covenants, conditions or restrictions now or hereafter affecting the
Collateral or any part thereof or contained in any agreement related or
pertaining to the Collateral, which failure continues for fifteen (15) days
after notice thereof from Lender to Borrower; or

                  d. Borrower's making or at any time having made any
representation, warranty or disclosure to Lender that is or was materially false
or misleading on the date as of which made, whether or not that representation
or disclosure appears in the Loan Documents; or

                  e. the sale, transfer, conveyance, or lease of all or any
portion of the Collateral or of any of Borrower's rights therein, whether
voluntarily, involuntarily, or otherwise, or Borrower's entering into an
agreement to do any of the foregoing, in each case except as expressly permitted
in the Security Agreement; or

At any time following the occurrence of any Event of Default, or following the
occurrence of any event as a consequence of which the obligations evidenced
hereby may be accelerated, then at the election of Lender and notwithstanding
anything to the contrary herein or elsewhere, the entire amount of principal
then outstanding under this Note and all interest, fees, charges, and other
amounts owing and then unpaid hereunder shall become immediately due and
payable, and Lender may exercise any and all rights that it may have under the
Loan Documents, at law, in equity, and otherwise.

            6. Attorneys' Fees. Borrower shall pay to Lender upon demand all
costs and expenses incurred by Lender in connection with determination,
protection, or enforcement of any and all of Lender's rights hereunder or under
any of the Loan Documents, including enforcement of any and all obligations of
Borrower hereunder and thereunder and protection, enhancement, or maintenance of
the security interests securing such obligations or the priority of the same.
Such costs and expenses shall be payable whether or not any suit is instituted,
and the same shall include without limitation attorneys' fees, expert witness
fees, costs of investigation, and all of such costs incurred in connection with
any trial, appellate proceeding, or any case or proceeding under Chapters 7, 11,
or 13 of the Bankruptcy Code or any successor thereto.

            7. Waiver of Notice. Borrower and each endorser, guarantor and
surety of this Note hereby waive diligence, demand, presentment for payment,
notice of discharge, notice of nonpayment, protest and notice of protest, and
specifically consent to and waive notice of any renewals or extensions of this
Note, whether made to or in favor of Borrower or any other person or persons.
Borrower and each endorser, guarantor and surety of this Note further waive and
renounce all rights to the benefits of all statutes of limitation and any
moratorium, appraisement, by any federal exception and homestead now or
hereafter provided or state law or statute, including but not limited to
exemptions provided by or allowed under the Bankruptcy Code, both as to each of
themselves personally and as to all of their property, whether real or personal,
against the enforcement and collection of the obligations evidenced by this Note
and any and all extensions, renewals and modifications thereof.

            8. Notices. All notices required hereunder or pertaining hereto
shall be in writing and shall be deemed delivered and effective upon the earlier
of (i) actual receipt, or (ii) the date of delivery or refusal of the addressee
to accept delivery if such notice is sent by express courier service or United
States mail, postage prepaid, certified or registered, return receipt requested,
in either case to the applicable address as follows:
<PAGE>

To Lender:

THE ANNE HECHE TRUST
9, Rue Alsace-Lorraine, 2400 Perigueux
France

C/o 124 Via Yella
Newport Beach, CA 92663
Attn: Phillipe de Lespinay

To Borrower:

VERTICAL COMPUTER SYSTEMS, INC.
6336 Wilshire Boulevard
Los Angeles, CA 90048
Attn: President

Notwithstanding the foregoing, any notice under or pertaining to the Loan
Documents or the obligations secured thereby given and effective in accordance
with applicable law shall be effective for purposes hereof. Either party may
change the address at which it is to receive notices hereunder to another
business address within the United States (but not a post office box or similar
mail receptacle) by giving notice of such change of address in accordance
herewith.

            9. Exercise of Rights. No single or partial exercise of any of
Lenders rights or powers under this Note or any of the other Loan Documents
shall preclude any other or further exercise thereof or the exercise of any
other right or power. Lender at all times shall have the right to proceed
against any portion of the security which secures payment of the indebtedness
evidenced hereby in such order and manner as Lender may elect without waiving
any rights with respect to any other portion of such security. Each and all
rights and remedies of Lender hereunder and under the Loan Documents are
cumulative and in addition to each and all other such rights and remedies. No
exercise of any right or remedy shall preclude exercise of any other right or
remedy.

            10. No Waiver. No failure of Lender to insist upon strict
performance of any obligation of Borrower or to exercise any right or remedy
hereunder or under the Loan Documents, whether before or after any default,
shall constitute or give rise to a waiver thereof, and no waiver of any default
shall constitute a waiver of any future default or of any other default. No
failure to accelerate the debt evidenced hereby by reason of default hereunder
or otherwise, and no acceptance of any past due payment hereunder or acceptance
of any amount less than the amount then due, and no other indulgence that may be
granted by Lender from time to time shall (a) preclude the exercise of any right
that Lender may have at law, in equity, by contract or agreement or otherwise,
or (b) constitute or give rise to (i) a waiver of such right of acceleration or
any other right, or (ii) a novation of this Note or a reinstatement of the debt
evidenced hereby, or (iii) any waiver of Lender's rights to demand and receive
from Borrower full and prompt payment and performance thereafter, to impose late
charges retroactively, or to declare a default. Borrower and each endorser,
guarantor, and surety of this Note hereby expressly waive the benefit of any
statute or rule of law or equity which would produce any result contrary to or
otherwise in conflict with any of the foregoing.

            11. Assignment; Successors and Assigns. Lender may assign or
otherwise transfer all or any part of its interest herein. Promptly following
written notice of such assignment or other transfer, duly executed by Lender,
Borrower shall render full and complete performance hereunder as and when
<PAGE>

due to the transferee so designated by Lender. Borrower shall not assign or
transfer all or any of its interests or obligations hereunder, and any attempted
or purported assignment or transfer by Borrower shall be void and of no force or
effect, except to the extent that the same may be expressly permitted under the
Security Agreement. Subject to the foregoing, the terms of this Note shall apply
to, be binding upon, and inure to the benefit of ail parties hereto and their
successors and assigns.

            12. Modification. This Note shall not be modified, amended, or
terminated, except by written agreement duly executed and delivered by both
Lender and Borrower.

            13. Conflicts. In the event of any conflict between any provision of
this Note and any provision of the Security Agreement, which conflict cannot
reasonably be resolved in such a way as to give effect to all provisions herein
and therein contained, this Note shall govern.

            14. Severability. If any provision of this Note or any payments
pursuant to the terms hereof shall be invalid or unenforceable to any extent,
the remainder of this Note and any other payments hereunder shall not be
affected thereby and shall be enforceable to the greatest extent permitted by
law.

            15. Governing Law. This Note shall be governed by and construed in
accordance with the laws of the State of California.

      IN WITNESS WHEREOF, Borrower has executed and delivered this Note as of
the date first written above.

                                        VERTICAL COMPUTER SYSTEMS, INC.


                                        By _____________________________________
                                               Richard Wade, President