FORM
      OF DEBENTURE

     

    THIS
      DEBENTURE, AND THE SECURITIES INTO WHICH IT IS CONVERTIBLE (COLLECTIVELY, THE
      "SECURITIES"), HAVE NOT BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND
      EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE. THE SECURITIES
      ARE BEING OFFERED PURSUANT TO A SAFE HARBOR FROM REGISTRATION UNDER REGULATION
      S
      AND/OR REGULATION D PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
      (THE "ACT"). THE SECURITIES ARE "RESTRICTED" AND MAY NOT BE OFFERED OR SOLD
      IN
      THE UNITED STATES OR TO U.S. PERSONS (AS SUCH TERM IS DEFINED IN REGULATION
      S
      PROMULGATED UNDER THE ACT) UNLESS THE SECURITIES ARE REGISTERED UNDER THE ACT,
      PURSUANT TO REGULATION S AND/OR REGULATION D OR PURSUANT TO AVAILABLE EXEMPTIONS
      FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND THE COMPANY WILL BE PROVIDED
      WITH OPINION OF COUNSEL OR OTHER SUCH INFORMATION AS IT MAY REASONABLY REQUIRE
      TO CONFIRM THAT SUCH EXEMPTIONS ARE AVAILABLE. FURTHER HEDGING TRANSACTIONS
      INVOLVING THE SECURITIES MAY NOT BE MADE EXCEPT IN COMPLIANCE WITH THE
      ACT.

     

    DEBENTURE

     

    VERTICAL
      COMPUTER SYSTEMS, INC.

     

    6%
      CONVERTIBLE DEBENTURE

     

    DUE
      AUGUST ___, 2006

    

      
        	
                No.
                  ___

              	
                $__________

              


      

    

    


    This
      Debenture is issued by VERTICAL COMPUTER SYSTEMS, INC., a Delaware corporation
      (the "COMPANY"), to ____________________________ (together with its permitted
      successors and assigns, the "HOLDER") pursuant to exemptions from registration
      under the Securities Act of 1933, as amended.

    


    ARTICLE
      I.

    


    Section
      1.01 PRINCIPAL AND INTEREST. For value received, on August ___, 2001, the
      Company hereby promises to pay to the order of the Holder in lawful money of
      the
      United States of America and in immediately available funds the principal sum
      of
      __________________(US $________), together with interest on the unpaid principal
      of this Debenture at the rate of six percent (6%) per year (computed on the
      basis of a 365-day year and the actual days elapsed) from the date of this
      Debenture until paid. At the Company's option, the entire principal amount
      and
      all accrued interest shall be either (a) paid to the Holder on the

    fifth
      (5th ) year anniversary from the date hereof or (b) converted in

    accordance
      with Section 1.02 herein.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    SECTION
      1.02 OPTIONAL CONVERSION. The Holder is entitled, at its option, to convert
      at
      any time and from time to time, until payment in full of this Debenture, all
      or
      any part of the principal amount of the Debenture, plus accrued interest, into
      shares (the "CONVERSION SHARES") of the Company's common stock, par value
      $0.00001 per share ("COMMON STOCK"), at the price per share (the "CONVERSION
      PRICE") equal to either (a) an amount equal to one hundred twenty percent (120%)
      of the closing bid price of the Common Stock as listed on a Principal Market
      (as
      defined herein), as quoted by Bloomberg L.P. (the "CLOSING BID PRICE") as of
      the
      date hereof, or (b) an amount equal to eighty percent (80%) of the lowest three
      (3) Closing Bid Prices of the Common Stock for the twenty (20) trading days
      immediately preceding the Conversion Date (as defined herein). Subparagraphs
      (a)
      and (b) above are individually referred to as a "CONVERSION PRICE". As used
      herein, "PRINCIPAL MARKET" shall mean the Nasdaq Bulletin Board System, Nasdaq
      SmallCap Market, or American Stock Exchange. If the Common Stock is not traded
      on a Principal Market, the Closing Bid Price shall mean, the reported Closing
      Bid Price for the Common Stock, as furnished by the National Association of
      Securities Dealers, Inc., for the applicable periods. No fraction of shares
      or
      scrip representing fractions of shares will be issued on conversion, but the
      number of shares issuable shall be rounded to the nearest whole share. To
      convert this Debenture, the Holder hereof shall deliver written notice thereof,
      substantially in the form of EXHIBIT "A" to this Debenture, with appropriate
      insertions (the "CONVERSION NOTICE"), to the Company at its address as set
      forth
      herein. The date upon which the conversion shall be effective (the "CONVERSION
      DATE") shall be deemed to be the date set forth in the Conversion Notice,
      provided that the Company or the transfer agent delivers the Conversion Shares
      within ten (10) business days after receipt of a Conversion Notice. If such
      Conversion Shares are not delivered within such ten (10) business day period,
      the Conversion Date shall be the date such shares are actually delivered to
      the
      Holder.

    


    Section
      1.03 RESERVATION OF COMMON STOCK. The Company shall reserve and

    keep
      available out of its authorized but unissued shares of Common Stock, solely
      for
      the purpose of effecting the conversion of this Debenture, such number of shares
      of Common Stock as shall from time to time be sufficient to effect such
      conversion, based upon the Conversion Price. If at any time the Company does
      not
      have a sufficient number of Conversion Shares authorized and available, then
      the
      Company shall call and hold a special meeting of its stockholders within sixty
      (60) days of that time for the sole purpose of increasing the number of
      authorized shares of Common Stock.

    


    Section
      1.04 REGISTRATION RIGHTS. The Company is obligated to register the resale of
      the
      Conversion Shares under the Securities Act of 1933, as amended, pursuant to
      the
      terms of a Registration Rights Agreement, between the Company and the Holder
      of
      even date herewith (the "REGISTRATION RIGHTS AGREEMENT").

    


    Section
      1.05 INTEREST PAYMENTS. The interest so payable will be paid at the time of
      maturity or conversion to the person in whose name this Debenture is registered.
      At the time such interest is payable, the Company, in its sole discretion,
      may
      elect to pay interest in cash (via wire transfer or certified funds) or in
      the
      form of Common Stock. In the event of default, as described in Article III
      Section 3.01 hereunder, the Holder may elect that the interest be paid in cash
      (via wire transfer or certified funds) or in the form of Common Stock. If paid
      in the form of Common Stock, the amount of stock to be issued will be calculated
      as follows: the value of the stock shall be the Closing Bid Price on: (i) the
      date the interest payment is due; or (ii) if the interest payment is not made
      when due, the date the interest payment is made. A number of

    shares
      of
      Common Stock with a value equal to the amount of interest due shall be issued.
      No fractional shares will be issued; therefore, in the event that the value
      of
      the Common Stock per share does not equal the total interest due, the Company
      will pay the balance in cash.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    Section
      1.06 PAYING AGENT AND REGISTRAR. Initially, the Company will act as paying
      agent
      and registrar. The Company may change any paying agent, registrar, or
      Company-registrar by giving the Holder not less than ten (10) business days'
      written notice of its election to do so, specifying the name, address, telephone
      number and facsimile number of the paying agent or registrar. The Company may
      act in any such capacity.

    


    Section
      1.07 SUBORDINATED NATURE OF DEBENTURE. This Debenture and all payments hereon,
      including principal or interest, shall be subordinate and junior in right of
      payment to all accounts payable of the Company incurred in the ordinary course
      of business and/or bank debt of the Company not to exceed $250,000.

    


    ARTICLE
      II.

    


    Section
      2.01 AMENDMENTS AND WAIVER OF DEFAULT. The Debenture may be amended
      with the consent of the Holder. Without the consent of the Holder, the Debenture
      may be amended to cure any ambiguity, defect or inconsistency, to provide for
      assumption of the Company obligations to the Holder or to make any change that
      does not adversely affect the rights of the Holder.

    


    ARTICLE
      III.

    


    Section
      3.01 EVENTS OF DEFAULT. An Event of Default is defined as follows: (a) failure
      by the Company to pay amounts due hereunder within fifteen (15) business days
      of
      the date of maturity of this Debenture; (b) failure by the Company to advise
      its
      transfer agent to issue Common Stock to the Holder within ten (10) business
      days
      of the Company's receipt of the attached Notice of Conversion from Holder;
      (c)
      failure by the Company for thirty (30) business days after notice to it to
      comply with any of its other agreements in the Debenture; (d) events of
      bankruptcy or insolvency; (e) a breach by the Company of its obligations under
      the Registration Rights Agreement which is not cured by the Company within
      fifteen (15) business days after receipt of written notice thereof. The Holder
      may not enforce the Debenture except as provided herein.

    


    Section
      3.02 FAILURE TO ISSUE UNRESTRICTED COMMON STOCK. As indicated in Article III
      Section 3.01, a breach by the Company of its obligations under the Registration
      Rights Agreement shall be deemed an Event of Default, which if not cured within
      ten (10) days, shall entitle the Holder accelerated full repayment of all
      debentures outstanding. The Company acknowledges that failure to honor a Notice
      of Conversion shall cause hardship to the Holder.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    ARTICLE
      IV.

    


    Section
      4.01 RIGHTS AND TERMS OF CONVERSION. This Debenture, in whole or
      in
      part, may be converted at any time following the date of closing, into shares
      of
      Common Stock at a price equal to the Conversion Price as described in Section
      1.02 above.

    


    Section
      4.02 RE-ISSUANCE OF DEBENTURE. When the Holder elects to convert a part of
      the
      Debenture, then the Company shall reissue a new Debenture in the same form
      as
      this Debenture to reflect the new principal amount.

    


    Section
      4.03 LIMITATION ON RIGHT AND POWER TO EXERCISE. Any provision in
      this
      Debenture or any other document to the contrary not withstanding, the Holder
      shall not have the right or power to convert this Debenture into Common Stock,
      either in whole or in part, and any attempt to do so shall be void, if, after
      having given effect to such conversion, the Holder shall be or shall be deemed
      to be the beneficial owner of ten percent (10%) or more of the then outstanding
      Common Stock within the meaning or for the purposes of Section 13(d) or 13(g)
      of
      the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT"), or as
      the
      term "BENEFICIAL OWNER" is defined in Rule 13d-3 of the Act.

    


    Section
      4.04 TERMINATION OF CONVERSION RIGHTS. The Holder's right to convert the
      Debenture into the Common Stock in accordance with paragraph 4.01 shall
      terminate on the date that is the five (5) year anniversary from the date hereof
      and this Debenture shall be automatically converted on that date in accordance
      with the formula set forth in Section 4.01 hereof, and the appropriate shares
      of
      Common Stock and amount of interest shall be issued to the Holder. 

    


    ARTICLE
      V.

    


    Section
      5.01 ANTI-DILUTION. In the event that the Company shall at any time subdivide
      the outstanding shares of Common Stock, or shall issue a stock dividend on
      the
      outstanding Common Stock, the Conversion Price in effect immediately prior
      to
      such subdivision or the issuance of such dividend shall be proportionately
      decreased, and in the event that the Company shall at any time combine the
      outstanding shares of Common Stock, the Conversion Price in effect immediately
      prior to such combination shall be proportionately increased, effective at
      the
      close of business on the date of such subdivision, dividend or combination
      as
      the case may be.

    


    Section
      5.02 CONSENT OF HOLDER TO SELL COMMON STOCK. Except for the Equity Line of
      Credit dated the date hereof with Cornell Capital Partners, L.P. so long as
      any
      of the principal of or interest on this Note remains unpaid and unconverted,
      the
      Company shall not, without the prior consent of the Holder, issue or sell (i)
      any Common Stock without consideration or for a consideration per share less
      than its fair market value determined immediately prior to its issuance, or
      (ii)
      issue or sell any warrant, option, right, contract, call, or other security
      or
      instrument granting the holder thereof the right to acquire Common Stock without
      consideration or for a consideration per share less than such Common Stock's
      fair market value determined immediately prior to its issuance.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    ARTICLE
      VI.

    


    Section
      6.01 NOTICE. Notices regarding this Debenture shall be sent to the parties
      at
      the following addresses, unless a party notifies the other parties, in writing,
      of a change of address:

    


    

      
        	
                If
                  to the Company, to:

              	
                Vertical
                  Computer Systems, Inc. 

                6336
                  Wilshire Boulevard Los Angeles, CA 90048 

              
	 	Attention:
                Richard Wade
                President 
	
                   

              	
                Telephone:
                  (323) 658-4211

              
	 	
                Facsimile:
                  (323) 658-4223

              


      


      
        	
                With
                  a copy to:

              	
                Kirkpatrick
                  & Lockhart LLP 

                201
                  South Biscayne Boulevard - Suite 2000 Miami, FL 33131

              
	 	
                Attention:
                  Clayton E. Parker, Esq.

              
	 	
                Telephone:
                  (305) 539-3300

              
	 	
                Facsimile:
                  (305) 358-7095

              


      



    


    If
      to
      Holder: ____________________________________________

                         
      ____________________________________________

                         
      ____________________________________________

                         
      ____________________________________________

    


    Section
      6.02 GOVERNING LAW. This Debenture shall be deemed to be made under and shall
      be
      construed in accordance with the laws of the State of New York without giving
      effect to the principals of conflict of laws thereof. Each of the parties
      consents to the jurisdiction of the U.S. District Court sitting in the Southern
      District of the State of New York or the state courts of the State of New York
      sitting in Manhattan in connection with any dispute arising under this Debenture
      and hereby waives, to the maximum extent permitted by law, any objection,
      including any objection based on FORUM NON CONVENIENS to the bringing of any
      such proceeding in such jurisdictions.

    


    Section
      6.03 SEVERABILITY. The invalidity of any of the provisions of this Debenture
      shall not invalidate or otherwise affect any of the other provisions of this
      Debenture, which shall remain in full force and effect. 

    


    Section
      6.04 ENTIRE AGREEMENT AND AMENDMENTS. This Debenture represents the
      entire agreement between the parties hereto with respect to the subject matter
      hereof and there are no representations, warranties or commitments, except
      as
      set forth herein. This Debenture may be amended only by an instrument in writing
      executed by the parties hereto.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    Section
      6.05 COUNTERPARTS. This Debenture may be executed in multiple counterparts,
      each
      of which shall be an original, but all of which shall be deemed to constitute
      on
      instrument.

    


    IN
      WITNESS WHEREOF, with the intent to be legally bound hereby, the Company as
      executed this Debenture as of the date first written above.

     

    
      	 	 	 
	 	
              VERTICAL
                COMPUTER SYSTEMS, INC.

            
	 
 	 
 	 
 
	
            	By:  	
            
	 	
              

              Name:
                Richard Wade

            
	 	
              Title:
                President