PROMISSORY
      NOTE

    
 

    
      
        	
                $50,000

              	
                June
                  24, 2002

              


      

    

    


    For
      valuable consideration, the receipt and sufficiency of which are hereby
      acknowledged, the undersigned ________________,
      a
      Delaware corporation (“Promissor”),
      promises to pay to the order of ________________
      ("Promissee"),
      in
      lawful money of the United States of America the principal amount of
Fifty
      Thousand Dollars and No Cents ($50,000.00 U.S.),
      together
      with interest on the amount of such principal outstanding from time to time
      at
      the rate of twelve
      (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.  The
      principal, and all interest, fees, charges, and other amounts owing hereunder
      and then unpaid shall be due and payable on January
      24, 2003
      (the
      "Maturity Date").

    


    b.  Promissor
      shall
      pay all amounts owing under this Note in immediately available funds to
Promissee
      at
Promissee's
      address as set forth herein, or at such other place as may be specified in
      writing by Promissee.
      Each
      payment, when made, shall be credited first to interest then due, and then
      at
      the option of Promissee
      to
      principal, late charges, and other fees and expenses outstanding hereunder
      in
      such order as Promissee
      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 in certain assets, as more particularly described therein (the
      "Collateral"). This Note and the Collateral
      Pledge
      Agreement of even date herewith, between Promissee
      and
      Pledgor(s), of even date herewith, and any other documents or instruments given
      or to be given to Promissee
      to
      secure the indebtedness evidenced by this Note are collectively referred to
      herein as the "Loan Documents". The Company under no circumstances will cancel
      the stock being held as Collateral unless required to do so by a state or
      federal regulatory body.

    


    3.  Interest
      Rate Upon Default.
      Should
Promissor
      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.

    


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

    


    a.  failure
      of Promissor
      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 Stock Pledge Agreement; or

    


    b.  failure
      of Promissor
      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 Promissee
      to
Promissor;
      or

    


    c.  failure
      by Promissor
      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 Promissee
      to
Promissor;
      or

    


    d.  Promissor's
      making
      or at any time having made any representation, warranty or disclosure to
Promissee
      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

     

    
      
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    e.  the
      sale,
      transfer, conveyance, or lease of all or any portion of the Collateral or of
      any
      of Promissor's
      rights
      therein, whether voluntarily, involuntarily, or otherwise, or Promissor's
      entering into an agreement to do any of the foregoing, in each case except
      as
      expressly permitted in the Stock Pledge 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 Promissee
      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 Promissee
      may
      exercise any and all rights that it may have under the Loan Documents, at law,
      in equity, and otherwise. In the event of a default on the Promissory Note
      where
      (a) the stock is sold pursuant to the Stock Pledge Agreements by MRC and
      Valdetaro and (b) the proceeds of these sales of stock are is insufficient
      to
      cover the principle and any interest then owed pursuant to the Note, Vertical
      acknowledges and agrees that it will be liable for any then outstanding
      amounts.

    


    5. Attorneys’
      Fees.
      Promissor
      shall
      pay to Promissee
      upon
      demand all costs and expenses incurred by Promissee
      in
      connection with determination, protection, or enforcement of any and all of
      Promissee's
      rights
      hereunder or under any of the Loan Documents, including enforcement of any
      and
      all obligations of Promissor
      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.

    


    6. Waiver
      of Notice.
      Promissor
      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 Promissor
      or any
      other person or persons. Promissor
      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.

    


    7. 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:

    


    To
      Promissee:  ________________

                                
       ________________

                               
       ________________

    


    To
      Promissor:                    
       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.

     

    
      
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    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. Promissee
      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
Promissee
      may
      elect without waiving any rights with respect to any other portion of such
      security. Each and all rights and remedies of Promissee
      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 Promissee
      to
      insist upon strict performance of any obligation of Promissor
      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 Promissee
      from
      time to time shall (a) preclude the exercise of any right that Promissee
      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 Promissee's
      rights
      to demand and receive from Promissor
      full and
      prompt payment and performance thereafter, to impose late charges retroactively,
      or to declare a default. Promissor
      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.
      Promissee
      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
Promissee,
      Promissor
      shall
      render full and complete performance hereunder as and when due to the transferee
      so designated by Promissee.
      Promissor
      shall
      not assign or transfer all or any of its interests or obligations hereunder,
      and
      any attempted or purported assignment or transfer by Promissor
      shall be
      void and of no force or effect, except to the extent that the same may be
      expressly permitted under the Stock Pledge Agreements. 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 Promissee
      and
Promissor.

    


    13. Conflicts.
      In the
      event of any conflict between any provision of this Note and any provision
      of
      the Stock Pledge Agreements, 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, Promissor
      has
      executed and delivered this Note as of the date first written
      above.

     

    
      	 	 	 
	 	
              Vertical
                Computer Systems, Inc.

            
	 
 	 
 	 
 
	
            	By  	
            
	 	
              

                        
                Richard Wade, President

            


    

    


    
      
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