EXHIBIT 10.119
October 12, 2004
Xx. Xxxxxxx Xxxxxxxx
0000 Xxxxxx Xxxxx
Xxxxxxxx, XX 00000
RE: Agreement Concerning Outstanding Monies
Dear Xxxxxxx,
This agreement, by and between Xxxxxxx Xxxxxxxx ("Xxxxxxxx") and Vertical
Computer Systems, Inc. (the "Company"), shall amend the terms of (a) the $7,500
Promissory Note (the "Note"), dated May 21, 2003, and (b) the Amendment of
Consulting Agreement ("Consulting Agreement"), dated September 11, 2002. The
parties hereby agree as follows:
1. Xxxxxxxx agrees to cancel all outstanding amounts due under the Note and all
outstanding amounts due under the amended Consulting Agreement. The parties
confirm and agree that Vertical will have no further obligations with respect to
the Note or the Consulting Agreement, as amended.
2. In consideration for canceling all amounts due under the Note and all amounts
due under the Consulting Agreement, the Company shall issue six million
(6,500,000) shares of VCSY stock subject to Rule 144 Regulation and "piggy back"
registration rights. The Company shall issue these shares upon the execution of
the "Leak Out" Agreement, which is attached hereto as Exhibit A and incorporated
herein by this reference. Upon issuance of the 6,500,000 shares, Vertical shall
have no further obligations with respect to the Consulting Agreement.
The parties hereby agree to this agreement on the date first set forth above.
Sincerely,
Xxxxxxx Xxxx
President/CEO
Vertical Computer Systems, Inc.
Accepted and Agreed:
-------------------
Xxxxxxx Xxxxxxxx