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                                                                  Exhibit 10.17

                            ASSET PURCHASE AGREEMENT
                            ------------------------

     This Asset  Purchase  Agreement  (this  "Agreement")  is  entered  into and
effective as of December  23, 1999 (the  "Execution  Date"),  by and between NCR
Corporation,  a  Maryland  corporation  with a  place  of  business  at  1700 S.
Patterson  Boulevard,  Dayton, OH 45479-0001 ("NCR"),  and MicroStrategy Inc., a
Delaware  corporation with a place of business at 8000 Towers Crescent,  Vienna,
Virginia ("MSI").


                              STATEMENT OF PURPOSE

     A.  NCR desires to sell to MSI, and MSI desires to purchase from NCR, the
     Purchased Assets;

     B. MSI desires to acquire the Software technology currently owned and being
     developed by NCR for further development by MSI to render the Software
     technology suitable for sale to NCR and MSI customers, with the purpose of
     the acquisition being the transfer of the Software technology, and the
     transfer of tangible property (such as Inventory and Physical Assets) being
     merely incidental; and

     C.  Simultaneously with the consummation of the transactions contemplated
     hereby, NCR and MSI each desires to enter into the Joint Marketing
     Agreement in connection with such sale;

     NOW,   THEREFORE,   in  consideration  of  the  foregoing  and  the  mutual
representations,  warranties,  covenants, agreements and conditions set forth in
this  Agreement,  and other good and  valuable  consideration,  the  receipt and
sufficiency  of which are  hereby  acknowledged,  MSI and NCR,  intending  to be
legally bound, hereby agree as follows:

1.   DEFINITIONS

1.1. "Affiliate" means, with respect to any Person, any other Person directly or
     indirectly Controlling, Controlled by, or under common Control with such
     first Person.

1.2. "Applicable Law" means any applicable constitution, treaty, statute, rule,
     regulation, ordinance, order, directive, code, interpretation, judgment,
     decree, injunction, writ, determination, award, permit, license,
     authorization, directive, requirement or decision of or agreement with or
     by Governmental Authorities.

1.3. "Assigned Contracts" means all Customer Agreements, service agreements,
     independent contractor agreements and other agreements between NCR and any
     third party to the extent pertaining to the Software (other than any such
     agreements pertaining to Embedded Software) and which are wither (a)
     assignable by NCR to MSI as of the Closing Date or (b) assignable by NCR to
     MSI after the Closing Date, all as specifically identified in Schedule 2.3.

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1.4.  "Assumed Liabilities" shall mean the obligations arising after the
      Closing under the Assigned Contracts.

1.5.  "MSI Group" means MSI and its officers, directors, shareholders,
      Affiliates and agents.

1.6.  "Customer Data" means a copy of NCR's customer lists and other data
      relating primarily to customers and potential customers for the Software
      and any and all license agreements and maintenance agreements or portions
      thereof relating to the Software.

1.7.  "Claim" means a written notice asserting a breach of a representation,
      warranty or covenant specified in this Agreement, which shall reasonably
      set forth, in light of the information then known to the party giving such
      notice, a description of and an estimate (if then reasonable to make) of
      the amount involved in such breach.

1.8.  "Closing" means the closing of the transactions contemplated by this
      Agreement.

1.9.  "Closing Date" has the meaning set forth in Section 3.

1.10. "Computer Program" means a list of steps or list of statements and/or
      instructions which are capable when incorporated in a machine-readable
      medium of causing a computer to indicate, perform or achieve particular
      functions, tasks or results.

1.11. "Confidential Information" has the meaning set forth in Section 8.1
      hereof.

1.12. "Consents" means all of the consents or approvals of Governmental
      Authorities and other third parties necessary to sell, transfer and assign
      the Purchased Assets and transfer the Assigned Contracts to MSI and to
      otherwise consummate the transactions contemplated hereby in compliance
      with all Applicable Law.

1.13. "Control" means having the power to direct the affairs of a Person by
      reason of either (i) owning or controlling the right to vote a sufficient
      number of shares of voting stock or other voting interest of such Person
      or (ii) having the right to direct the general management of the affairs
      of such Person by contract or otherwise.

1.14. "Customer Agreement" means any and all licenses, leases, distribution and
      maintenance agreements whereby NCR has authorized any third party to use
      or distribute any of the Software as of the Closing Date; provided,
      however, that the term "Customer Agreement" shall not include any
      agreement relating to the Embedded Software; all as specifically
      identified in Schedule 2.14.

1.15. "Damages" means all claims, liabilities, demands, impositions, causes of
      action, losses, investigations, proceedings, damages, penalties, fines,
      assessments, deficiencies, interest, expenses and judgments, including
      reasonable attorneys' fees and disbursements.

1.16. "Documentation" means all user manuals and technical information
      relating to the Software,

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      including codes (Object and Source), program notes, drawings and
      reproducible copies of each of the foregoing, magnetic tapes and machine
      readable codes or other media reasonably necessary to generate the
      foregoing; as well as the current status of any known defects in the
      Software, types of support calls handled by NCR over the last 6 months,
      all requirements stored in any requirements database, test plans, test
      suites, programming notes, project plans for future development,
      flowcharts, any existing sales and marketing documentation (sales
      brochures, sales support material, etc.).

1.17. "Embedded Software" means third party software licensed to NCR that was
      to be used by NCR as an embedded part of the Software, and includes
      software licensed by Geppetto's Workshop (e.g., Ant Colony), Simba
      Technology and BEA (e.g., Top End).

1.18. "Employee Benefit Plan" means any "employee pension benefit plan" (as
      defined in Section 3(2) of the Employee Retirement Income Security Act of
      1974, as amended ("ERISA")), any "employee welfare benefit plan" (as
      defined in Section 3(l) of ERISA) and any other written or oral plan,
      agreement or understanding involving direct or indirect compensation,
      including insurance coverage, severance benefits, disability benefits,
      deferred compensation, bonuses, stock options, stock purchase, phantom
      stock, stock appreciation and other forms of incentive compensation or
      post-retirement compensation maintained or contributed to by NCR or any of
      its Affiliates.

1.19. "Execution Date" means the date of this Agreement.

1.20. "Excluded Assets" means NCR Trademarks, NCR Patents and any Embedded
      Software and any assets listed on Schedule 2.20 hereto.

1.21  "Governmental Authority" means any government, any governmental entity,
      department, commission, board, agency or instrumentality, and any court,
      tribunal or judicial or arbitrational body, whether federal, state or
      local.

1.22. "Governmental Order" means any order, judgment, injunction, decree,
      stipulation, determination or award entered by or with any Governmental
      Authority.

1.23. "Indemnified Party" means the party who is entitled to indemnification
      for, and to be held harmless with respect to, Damages, as provided under
      the terms and subject to the conditions of this Agreement.

1.24. "Indemnifying Party" means the party who is obligated to indemnify, and
      to hold harmless, the other party hereto with respect to Damages, as
      provided under the terms and subject to the conditions of this Agreement.

1.25. "ISV" means independent software vendor.

1.26. "Joint Marketing Agreement" means the Joint Marketing Agreement by and
      between NCR and MSI, to be executed as of the Closing Date, in a form
      mutually agreed by and between MSI and NCR.
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1.27.  "Material Adverse Change" or "Material Adverse Effect" means any change
       or effect that is materially adverse to the Purchased Assets, the
       business operations related to the Purchased Assets or the transactions
       contemplated by this Agreement.

1.28.  "NCR Group means NCR and its officers, directors, shareholders,
       Affiliates and agents.

1.29.  "NCR Trademarks" means any and all trademarks, trade names, service
       marks, logos and similar designations of source of origin owned by NCR.

1.30.  "Object Code" means the fully compiled or assembled series of Computer
       Programs in machine language in either printed form or as stored in
       software media.

1.31.  "Office Space Lease Agreement" means the Office Space Lease Agreement,
       dated December 23, 1999, by and between NCR and MSI.

1.32.  "NCR Patents" means any patents, patent applications, and invention
       disclosures including all divisions, reissues, continuations,
       continuations-in-part, reexaminations, and extensions thereof and
       corresponding foreign patents and patent applications corresponding to
       such patents owned or controlled by NCR.

1.33.  "Permitted Liens" means (i) liens for Taxes not yet due or payable; and
       (ii) inchoate materialmen's, mechanics', carriers', warehousemen's,
       landlords', workmen's, repairmen's, employees' or other like liens
       arising in the ordinary course of business and for which payment is not
       yet due or payable.

1.34.  "Person" shall mean a natural person, a corporation, a partnership, a
       limited liability company, an association, a trust or any other entity or
       organization, including a government or political subdivision or an
       agency or instrumentality thereof.

1.35.  "Physical Assets" means all of the furniture, desks, file cabinets,
       copiers, personal computers, computer servers, test equipment, printers
       and laptops which are used by or necessary to perform the duties of the
       Transferred Employees in connection with the Assets and which are set
       forth on Schedule 2.36 attached hereto and made a part hereof, provided,
       however, that notwithstanding anything contained herein to the contrary,
       Physical Assets shall not include any furniture, fixtures, equipment or
       other facilities that are shared across the NCR campus (such as by way of
       illustration and not of limitation, network and video conferencing
       equipment).

1.36.  "Purchased  Assets"  means the  Customer  Data,  the  Documentation,  the
       Software,  the Assigned Contracts and the Physical Assets, other than the
       Excluded Assets. The Purchased Assets are listed on Schedule 2.34 hereto.

1.37.  "Purchase Price" has the meaning set forth in Section 5. 1.

1.38.  "Registration Rights Agreement" means the Registration Rights Agreement,
       dated December 23, 1999, by and between NCR and MSI.
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1.39.  "Related Agreements" means all agreements, instruments and certificates
       contemplated hereby and thereby.

1.40.  "Retained Liabilities" shall mean any and all liabilities or obligations
       (whether known or unknown, whether absolute or contingent, whether
       liquidated or unliquidated, whether accrued or unaccrued, whether due or
       to become due and whether claims with respect thereto are asserted before
       or after the Closing) of NCR which are not Assumed Liabilities.  Retained
       Liabilities shall include the following: (i) all liabilities and
       obligations of NCR relating to the Excluded Assets, (ii) all liabilities
       and obligations of NCR to pay salaries, severance, termination pay, pay
       in lieu of notice, accrued vacation time, personal time and sick leave
       payable, bonuses or other payments or reimbursements to any current or
       former employee, including the Transferred Employees, arising on or prior
       to December 17, 1999, (iii)  all obligations of NCR to any retired,
       former or current employee, including the Transferred Employees, under
       any Employee Benefit Plan, (iv) all liabilities and obligations of NCR
       (including cost of cleanup and remediation) resulting from any violation
       of any environmental law by NCR or any predecessor business or company
       which arose on or prior to the Closing Date for which NCR is or may be
       liable pursuant to any law or regulation, indemnity or otherwise, (v) all
       liabilities of NCR arising out of any claim, suit, action, arbitration,
       investigation or similar proceeding which relates to the ownership or
       operation of the Purchased Assets on or prior to the Closing Date,
       including any obligations or liabilities arising our of any matter
       disclosed on any Schedule to this Agreement, regardless of whether any
       such claim, suit, action, investigation or other similar proceeding was
       commenced before, on or after the Closing Date, and any litigation
       related thereto or arising out of the subject matter thereof, (vi) all
       liabilities of NCR for any Texas resulting from the ownership or
       operation of the Purchased Assets on or prior to the Closing Date, (vii)
       all obligations under the Assigned Contracts to be performed on or prior
       to the Closing Date, and all liabilities for any breach, act or omission
       by NCR on or prior to the Closing Date under any Assigned Contract,
       (viii) all liabilities and obligations of NCR under any agreements,
       contracts, leases or licenses which are not Assigned Contracts and (ix)
       all liabilities and obligations arising out of events, conduct or
       conditions existing or occurring on or prior to the Closing Date that
       constitute or allegedly constitute an infringement, violation or
       misappropriation of any patent, patent application, trademark, service
       mark, trade dress, copyright or any application for registration thereof,
       trade secret and confidential business information any other intellectual
       property rights of any other Person.

1.41.  "Shares" means 283,186 shares of Class A Common Stock, par value per
       share, of MSI

1.42.  "Software" means the software product currently known as Teracube, more
       fully described in Schedule 2.39 hereto, including all copyrights and
       copyright registrations on Teracube, all intangible property solely
       related to Teracube software including, but not limited to, processes,
       know-how, and logic flow, other than NCR Patents and Excluded Assets and
       Embedded Software, and all existing variations, enhancements, updates and
       improvements thereto, but not including any Embedded Software.  The term
       "Software" shall include all present and predecessor versions (regardless
       of whether or not actually marketed), as well as all work in progress on
       the Software.

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2.44.  "Source Code" means the Computer Programs in human readable form.

2.45   "Subsidiary" means a corporation, company or other entity (i) more than
       fifty percent (50%) of whose outstanding shares or securities
       (representing the right to vote for the election of directors or other
       managing authority) are, or (ii) which does not have outstanding shares
       or securities, as may be the case in a partnership, joint venture, or
       unincorporated association, but more than fifty percent (50%) of whose
       ownership interest representing the right to make the decisions for such
       corporation, company or other entity is, now or hereafter, owned or
       controlled, directly or indirectly, by any other Person, but such
       corporation, company or other entity shall be deemed to be a Subsidiary
       only so long as such ownership or control exists.

2.46.  "Taxes" or individually "Tax," means any federal, state, local or foreign
       taxes, assessments, interest, penalties', deficiencies, fees and other
       governmental charges or impositions (including without limitation, all
       income tax, unemployment compensation, social security, payroll, sales
       and use, excise, privilege, property, ad valorem, franchise, license,
       school and any other tax or similar governmental charge or imposition).

2.47.  "Tax Code" means the Internal Revenue Code of 1986, as amended.

2.48.  "Third-Party Claim" means, in respect of the obligations of each
       Indemnifying Party hereunder, a claim asserted against the Indemnified
       Party by a third party.

2.49.  "Threshold Amount" has the meaning set forth in Section 12.4.

2.50.  "Transferred Employees" has the meaning set forth in Section 9.1 hereof

2.51.  "Waiver and Confidentiality Agreement" has the meaning set forth in
       Section 6.9.

3.     CLOSING; CONDITIONS TO CLOSING; DELIVERIES

3.1.   Closing.  The Closing shall occur within five (5) business days following
       the satisfaction or waiver of the conditions precedent set forth in
       Sections 3.2 and 3.3 (the "Closing Date") and shall be held at such place
       and at such time as NCR and MSI may mutually agree.

3.2.   Conditions to Obligations of NCR to Close.  The obligations of NCR to
       consummate the Closing shall be subject to the satisfaction, on or before
       the Closing Date, of each and every one of the following conditions, all
       or any of which may be waived, in whole or in part, by NCR, provided,
       however, that in the event that any or all of such conditions are waived,
       such waiver shall be for all purposes and not only for purposes of
       closing the transactions contemplated hereby, and the conditions so
       waived shall not serve as a basis for indemnification under Section 12
       hereof.

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     3.2.1  Representations and Warranties; Covenants.

            3.2.1.1.  The representations and warranties of MSI contained in
            this Agreement shall be true and correct in all material respects as
            of the Closing, with the same force and effect as if made as of the
            Closing; and

            3.2.1.2.  The covenants and agreements contained in this Agreement
            to be complied with by MSI at or prior to the Closing shall have
            been complied with in all material respects.

     3.3.2 No Order. No action or proceeding shall have been instituted  against
     NCR or any of its  Affiliates  or any  officer or director of NCR or any of
     its  Affiliates  which  seeks to, or would  render  it  unlawful  as of the
     Closing to effect the transactions  contemplated  hereby in accordance with
     the terms hereof or creates or poses a risk of creating a limitation on NCR
     to own the MSI Shares,  and no such action shall seek damages in a material
     amount by  reason  of the  consummation  of the  transactions  contemplated
     hereby.

     3.2.3. Opinions of Counsel. NCR shall have received from counsel to MSI, an
     opinion  dated  as of the  Closing  Date in form and  substance  reasonably
     satisfactory to NCR.

     3.2.4.  Deliveries.  MSI shall have made or stand  willing and able to make
     all the deliveries to NCR set forth in Section 3.5.

3.3. Conditions to Obligations of MSI. The  obligations of MSI to consummate the
     Closing  shall be subject  to the  satisfaction,  on or before the  Closing
     Date,  of each and every  one of the  following  conditions,  all or any of
     which may be waived, in whole or in part, by MSI, provided,  however,  that
     in the event that any or all of such  conditions  are  waived,  such waiver
     shall  be for all  purposes  and not  only  for  purposes  of  closing  the
     transactions  contemplated  hereby,  and the conditions so waived shall not
     serve as a basis for indemnification under Section 12 hereof.

     3.3.1.  Representations and Warranties; Covenants.

            3.3.1.1.  The representations and warranties of NCR contained in
            this Agreement shall be true and correct in all material respects as
            of the Closing, with the same force and effect as if made as of the
            Closing; and

            3.3.1.2. The covenants and agreements contained in this Agreement to
            be complied with by NCR at or prior to the Closing shall have been
            complied with in all material respects.

     3.3.2.  No Order. No action or proceeding shall have been instituted
     against MSI or any of its Affiliates or any officer or director of MSI or
     any of its Affiliates which seeks to, or would, render it unlawful as of
     the Closing to effect the transactions contemplated hereby in accordance
     with the terms hereof or would restrain, prohibit or otherwise

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     interfere  with the  effective  operation or enjoyment by MSI of all or any
     material portion of the Purchased.  Assets or Assigned  Contracts,  or with
     the effective transfer of the Transferred Employees as contemplated hereby,
     and no such action shall seek damages in a material amount by reason of the
     consummation of the transactions contemplated hereby.

     3.3.3.  Consents and  Approvals.  Each of the Consents shall have been duly
     obtained and delivered to MSI.

     3.3.4.  Opinions of Counsel.  MSI shall have received from Jon Hoak,  Esq.,
     Senior Vice  President  and General  Counsel of NCR, an opinion dated as of
     the Closing Date in form and substance reasonably satisfactory to MSI.

     3.3.5.  Deliveries.  NCR shall have made or stand  willing and able to make
     all the deliveries to MSI set forth in Section 3.4.

3.4.  Deliveries by NCR.  Prior to or on the Closing Date, NCR shall deliver, or
    cause to be delivered, to MSI the following, in form and substance
    reasonably satisfactory to MSI and its counsel:

    3.4.1.  Transfer Documents. Duly executed copies of the following:

           3.4.1.1.  Bill of Sale in the form attached as Schedule 3.4.1.1;

           3.4.1.2. Other transfer  documents which shall be sufficient to vest
                 good and marketable  title to the Purchased  Assets in the name
                 of MSI or its  permitted  assignees.  NCR  agrees  to  promptly
                 execute and deliver such further instruments of sale, transfer,
                 conveyance,  assignment and confirmation, as MSI may reasonably
                 request to  transfer,  convey and assign to MSI, and to confirm
                 MSI's title to, all of the  Purchased  Assets and to effectuate
                 and consummate the terms of the this  Agreement,  including but
                 not limited to any assignment of copyright needed to effectuate
                 and record the transfer of ownership  of the  Purchased  Assets
                 with the appropriate government agency.

     3.4.2.   Purchase Agreement.  Duly executed Purchase Agreement.

     3.4.3.  Joint Marketing Agreement. Duly executed Joint Marketing Agreement.

     3.4.4.  Lease Agreement.  Duly executed Office Space Lease Agreement, in a
     form reasonably acceptable to NCR and MSI.

     3.4.5.  Waiver and Confidentiality Agreements. Duly executed copies of the
     Waiver and Confidentiality Agreements contemplated under Section 6.9
     hereof.

     3.4.6.  Secretary's Certificate. Certificate, dated as of the Closing Date,
     executed by the Secretary or Assistant Secretary of NCR certifying (i) as
     to the Charter of NCR, (ii) as to the Bylaws of NCR, and (iii) as to the
     incumbency of the officers of NCR

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     duly authorized to execute and deliver this Agreement and the Related
     Agreements.

     3.4.7.  Officer's Certificate.  Certificate, dated as of the Closing Date,
     executed by the President or Vice President of NCR, certifying that: (i)
     the representations and warranties of NCR in this Agreement are true and
     complete in all material respects at and as of the Closing Date (except for
     representations and warranties that by their terms are made as of a
     specified date and except for changes that are contemplated by this
     Agreement or occur in the ordinary course of business which do not singly
     or in the aggregate have a Material Adverse Effect) and (ii) NCR has
     performed all of its obligations and has complied in all material- respects
     with all of its covenants set forth in this Agreement to be performed or
     complied with on or prior to the Closing Date.

     3.4.8.  Good Standing Certificate.  A certificate as to the good standing
     of NCR, issued by the Secretary of State of the State of Maryland, dated no
     more than ten (10) days prior to the Closing.

     3.4.9.  Assignment Agreement.  NCR shall provide MSI with an Assignment
     Agreement in the form attached hereto as Schedule 3.4.11 pursuant to which
     it shall assign all rights under and pursuant to the Assigned Contracts to
     MSI and MSI will assume obligations that arise on and after the date of
     Closing with respect to those Contracts identified on Schedule 11.5.

     3.4.10.  Other.  Such other evidence of the performance of all covenants
     and satisfaction of all conditions required of NCR by this Agreement, at or
     prior to the Closing, as MSI or its counsel may reasonably require.

3.5.  Deliveries by MSI.   Prior to or on the Closing Date, MSI shall deliver,
    or cause to be delivered, to NCR the following, in form and substance
    reasonably satisfactory to NCR and its counsel:

    3.5.1  Bill of Sale.  Duly executed Bill of Sale, substantially in the form
           of Schedule

    3.5.2.  Stock Certificates.  Certificates representing the Shares.

    3.5.3.  Joint Marketing Agreement.  Duly executed Joint Marketing Agreement.

    3.5.4.  Registration Rights Agreement.  Duly executed Registration Rights
    Agreement.

    3.5.5. Secretary's Certificate.  Certificate,  dated as of the Closing Date,
    executed by the Secretary or Assistant Secretary of MSI certifying (i) as to
    the Certificate of Incorporation of MSI, (ii) as to the Bylaws of MSI, (iii)
    that the resolutions, as attached to such certificate,  were duly adopted by
    the Board of Directors of MSI,  authorizing  and  approving the execution of
    this  Agreement  and the  Related  Agreements  and the  consummation  of the
    transactions  contemplated  hereby  and  thereby  and that such  resolutions
    remain  in full  force  and  effect  and  (iv) as to the  incumbency  of the
    officers

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     of MSI duly authorized to execute and deliver this Agreement and the
     Related Agreements.

     3.5.6.  Officer's Certificate. Certificate, dated as of the Closing Date,
     executed by the President or Vice President of MSI, certifying that (i) the
     representations and warranties of MSI in this Agreement are true and
     complete in all material respects at and as of the Closing Date (except for
     representations and warranties that by their terms are made as of a
     specified date and except for changes that are contemplated this Agreement)
     and (ii) MSI has performed all of its obligations and has complied in all
     material respects with all of its covenants set forth in this Agreement to
     be performed or complied with on or prior to the Closing Date.

     3.5.7.    Good Standing Certificate.  A certificate as to the good standing
     of MSI, issued by the Secretary of State of the State of Delaware, dated
     not more than ten (10) days prior to the Closing.

     3.5.8.  Other. Such other evidence of the performance of all covenants and
     satisfaction of all conditions required of MSI by this Agreement, at or
     prior to the Closing, as NCR or its counsel may reasonably require.

     3.5.9.  MSI agrees to promptly execute and deliver such further instruments
     of sale, transfer, conveyance, assignment and confirmation, as NCR may
     reasonably request to transfer, convey and assign to MSI, and to confirm
     MSI's title to, all of the Purchased Assets and to effectuate and
     consummate the terms of this Agreement, including but not limited to any
     assignment of copyright needed to effectuate and record the transfer of
     ownership of the Purchased Assets with the appropriate government agency.

4.   SALE AND PURCHASE OF PURCHASED ASSETS

4.1  Sale and Transfer

     4.1.1.  Transfer of Purchased Assets.  Pursuant to the terms and subject to
     the  conditions  set forth in this  Agreement,  NCR hereby  agrees to sell,
     grant,  transfer,  convey,  assign and  deliver  exclusively  to MSI on the
     Closing  Date,  and MSI  agrees to  purchase  and  acquire  from NCR on the
     Closing  Date,  all right title and interest of NCR in and to the Purchased
     Assets, free and clear of any and all liens and encumbrances.

     4.1.2.  Subject to the provisions of Section 4.1.1.,  hereof,  the Software
     will be  transferred  by NCR to MSI by electronic  means  directly into the
     permanent storage memory of computer hardware owned by MSI. The transfer of
     the Software  will occur on the Closing Date but shall occur  subsequent to
     and shall be separate  and apart from the  transfer of all other  Purchased
     Assets,  including  Documentation,  and any printed form of the Software in
     Object Code and Source Code, to MSI.

4.2. Assigned Contracts. Pursuant to the terms and subject to the conditions set
     forth in this  Agreement,  Effective upon Closing,  NCR shall assign to MSI
     all of NCR's rights and

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     obligations under the Assigned Contracts, which are assignable by NCR to
     MSI as of  the Closing Date, and MSI shall accept such assignment and shall
     assume all responsibilities and obligations of NCR under such contracts.
     Following the Closing Date, and pursuant to the terms and conditions set
     forth in this Agreement, NCR shall assign to MSI all of NCR's rights and
     obligations under, and MSI shall accept such assignment and shall assume
     all responsibilities and obligations of NCR under, the Assigned Contracts
     which are assignable by NCR to MSI after the Closing Date.  Notwithstanding
     the foregoing or anything to the contrary set forth herein, MSI shall not
     assume or become responsible for, and NCR shall remain solely liable for,
     the Retained Liabilities.

5.   CONSIDERATION

5.1. Transfer  of  Purchased  Assets.  Pursuant  to the terms and subject to the
     conditions of this  Agreement,  in  consideration  for the sale,  transfer,
     conveyance,  and assignment of the Purchased Assets, MSI agrees to issue to
     NCR the Shares,  representing $14,000,000 of shares of Class A Common Stock
     of MSI,  calculated  based on the  closing  price of a Share as  quoted  on
     NASDAQ on September 29, 1999.

5.2. Allocation of Purchase Price.  The asset  allocation  statement (the "Asset
     Allocation   Statement")   containing   the  allocation  of  the  aggregate
     consideration payable pursuant to Section 5.1 among the Purchased Assets is
     attached hereto as Schedule 5.2.

     5.2.1.  The parties hereto agree (i) to use the allocations set forth in
     the Asset Allocation Statement above, for accounting, financial reporting
     and Tax purposes; (ii) that such allocations shall be in accordance with,
     and as provided by, Section 1060 of the Tax Code; and (iii) that any Tax
     returns or other Tax information they may file or cause to be filed with
     any Governmental Authority or fiscal intermediary shall be prepared and
     filed consistently with such allocation.  The parties agree that, to the
     extent required, they will each properly and timely file Form 8594 in
     accordance with Section 1060 of the Tax Code.


5.3. Sales or Use Taxes.  All sales,  use and other similar  Taxes,  charges and
     fees,  if  any,  arising  out of or in  connection  with  the  transactions
     contemplated  by this Agreement  (other than any income,  capital gains and
     other similar Taxes, charges and fees imposed on, or imposed in respect of,
     the income or gain of NCR), shall be paid by MSI. Each of the parties shall
     cooperate with the other to the extent reasonably required and permitted by
     Applicable  Law in order to  eliminate  of minimize  any such Tax.  Without
     limiting the  foregoing,  to the extent any such Tax is imposed,  NCR shall
     prepare and file any required Tax returns in  connection  therewith and MSI
     shall pay and  promptly  discharge  when due the entire  amount of any such
     Tax.

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<PAGE>

6.   ADDITIONAL OBLIGATIONS; COVENANTS

6.1. Consents

     6.1.1. Obtaining Consents. NCR will use all commercially reasonably efforts
     to obtain any Consent required to assign all agreements and complete all
     other transfers and transactions contemplated by this Agreement at NCR's
     sole expense.

     6.1.2.  Alternative Arrangement. In the event and to the extent that NCR is
     unable to obtain any such Consent, or if any attempted assignment or
     novation would be ineffective or would restrain, prohibit or otherwise
     interfere with the effective operation or enjoyment by MSI of all or any
     material portion of the Purchased Assets or with the effective transfer of
     the Transferred Employees as contemplated hereby, NCR will: (i) reasonably
     cooperate with MSI, to the extent permitted by law, in a reasonable
     arrangement under which MSI would, to the fullest extent possible, obtain
     the benefits and assume the obligations with respect relating to such
     Asset, in accordance with this Agreement, and (ii) use reasonable efforts
     to enforce at the request of MSI or allow MSI or its designees to enforce
     (and, solely for such purpose, NCR hereby constitutes and appoints MSI or
     its designees as its true and lawful attorney-in-fact with respect to such
     matters), any rights of NCR under any such Purchased Asset.  To the extent
     that MSI is providing the benefits of any such Purchased Asset, MSI shall
     perform the obligations relating to such Purchased Asset in accordance with
     this Agreement.  Nothing contained herein or in any Related Agreements
     shall be construed to have assigned any such non-assignable contract or
     agreement.

     6.1.3.  Teracube Products. NCR will not, except for the sale of NCR as a
     business, for a period of three years after the Closing transfer to any
     third party other than any Subsidiary of NCR any product having the name
     Teracube.

     6.1.4.  Existing Teracube Customers, ISVS, and Business Partners.  In
     addition to carrying out NCR's obligations under the Assigned Contracts as
     provided under Section 4, MSI will, to the extent commercially reasonable,
     continue to support all current and older versions of the Software product
     family in a manner consistent with MSI's standard policies, including end-
     of-life policies and practices.  To the best of NCR's knowledge, Schedule
     6.4 sets forth a substantially complete list of all NCR Software customers,
     ISVS, channel partners and business partners.

6.4. Further  Assurances.  NCR agrees that,  at any time after the Closing Date,
     upon the request of MSI, it will do, execute,  acknowledge and deliver,  or
     will  cause to be done,  executed,  acknowledged  and  delivered,  all such
     further  acknowledgments,  deeds,  assignments,  bills of sale,  transfers,
     conveyances,  instruments,  consents and  assurances  as may  reasonably be
     required  for the  better  assigning,  transferring,  granting,  conveying,
     assuring and confirming to MSI, its  successors and assigns,  the transfers
     contemplated by this Agreement.


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<PAGE>

6.5. Conduct of Business of NCR Pending the Closing. NCR agrees that, during the
     period from the Execution Date to the Closing:

     6.5.1.  Operation.  NCR shall (a) cause the business operations related to
     the Purchased Assets to be conducted in the ordinary course consistent with
     past practice, (b) use commercially reasonably efforts to preserve intact
     the relevant business, properties and organization with respect thereto in
     all material respects, (c) maintain the Physical Assets in good operating
     condition and repair (ordinary wear and tear excepted), (d) use
     commercially reasonable efforts to preserve for the benefit of MSI the
     goodwill of customers, vendors and others having business relations with it
     related to the Purchased Assets; and

     6.5.2.   Disposition of Assets.  NCR shall: (a) not sell or dispose of any
     of the Purchased Assets, (b) use commercially reasonable efforts to prevent
     the occurrence of any event or condition which may have a Material Adverse
     Effect or would restrain, prohibit or otherwise interfere with the
     effective operation or enjoyment by MSI of all or any material portion of
     the Purchased Assets or with the effective transfer of the Transferred
     Employees as contemplated hereby, (c) not modify, amend or terminate any of
     the Assigned Contracts and (d) not enter into any agreement, in writing or
     otherwise, that would result in a breach either of the foregoing covenants.

6.6. Updated  Schedules.  NCR shall  promptly  disclose  in  writing  to MSI any
     information  contained in its  representations and warranties or any of the
     Schedules  hereto which,  because of an event  occurring  after the date of
     this Agreement, is incomplete or is no longer correct as of all times after
     the Execution Date and until the Closing Date. Any such disclosure shall be
     in the form of an updated  Schedule,  marked to reflect  the new or amended
     information.

6.7  Notice of Certain Matters. NCR shall give prompt written notice to MSI, and
     MSI shall give prompt  written notice to NCR, of any failure of NCR or MSI,
     as the case may be, to comply with or satisfy  any  covenant  condition  or
     agreement  to be  complied  with  or  satisfied  by it  hereunder.  No such
     disclosure shall be deemed to avoid or cure such breach.

6.8. Waiver and Confidentiality Agreements. NCR shall use its reasonable efforts
     to  deliver  to MSI on or before  the  Closing  Date a copy of a Waiver and
     Confidentiality  Agreement,  in a form reasonably acceptable to the parties
     (the "Waiver and Confidentiality  Agreement"),  executed by each of the NCR
     employees, agents or consultants listed in Schedule 6.9 hereto.

6.9. Access to Records.  Each party agrees to allow representatives of the other
     party after the Closing,  upon  reasonable  written  notice,  access to any
     books and  records  relating  to the  Purchased  Assets or the  Transferred
     Employees  for the  purpose of filing and  supporting  Tax  returns and Tax
     audits of such other party or defending any Claim  relating  thereto or any
     Third  Party Claim the  business  relating to  Purchased  Assets  after the
     Closing Date and to the extent  necessary for the purpose of for conducting
     and


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<PAGE>

     complying with applicable securities, employment and other laws and
     regulations.  Each party shall preserve such books and records as necessary
     to support tax returns of the other party relating to the Purchased Assets
     or the Transferred Employees and to notify the other party prior
     destruction of any such records relating to periods prior to the Closing if
     the destruction thereof is scheduled to occur within five (5) years after
     the Closing Date, and the other party shall be permitted, upon reasonable
     written notice, to take possession of such records at its sole expense.
     Nothing herein shall be deemed to constitute a waiver of any attorney
     client, work-product or joint-defense privilege.

7.     LICENSE UNDER NCR PATENTS AND EMBEDDED SOFTWARE

 .NCR  hereby  grants to MSI,  its  Parents and  Subsidiaries,  a  non-exclusive,
worldwide,  perpetual,  irrevocable,  paid-up,  royalty-free license,  under NCR
patents to make, use, modify, and sell or otherwise distribute the Software,  or
any future versions or modifications  thereof to the extent such future versions
or modifications embody NCR Patents used in the Software.

8.  CONFIDENTLALITY

8.1. Confidential  Information.  In  the  course  of  the  performance  of  this
     Agreement, NCR and MSI each recognizes that it will obtain, or has prior to
     the  Execution  Date  obtained,  access to the  confidential,  proprietary,
     technical,  business and operational  information of the other,  (excluding
     the issued NCR  Patents)  (the  "Confidential  Information").  Confidential
     Information  includes all terms of the  transactions  contemplated  by this
     Agreement.

8.2. Non-Confidential Information. Information shall not constitute Confidential
     Information if:

     8.21.  Previously Possessed.  It is demonstrated to have been in the
     possession of the receiving party or available to the receiving party prior
     to the disclosure, without any breach of a duty of confidentiality owed by
     any party to the disclosing party

     8.2.2.  Subsequently Obtained The receiving party rightfully obtains the
          Confidential
     Information without breach of this Agreement, or any Applicable Laws, from
     a third party having no duty of confidentiality to the disclosing party;

     8.2.3.   Developed It is independently developed by the receiving party
     without use of the Confidential Information; or

     8.2.4.   Authorized The disclosing party authorizes in writing the
     disclosure of the Confidential Information.

8.3. MSI  Confidential  Information.  As of the Closing  Date,  all  information
     disclosed by NCR which becomes or is intended to become the property of MSI
     by virtue of the transactions  contemplated herein constitutes Confidential
     Information of MSI as if MSI were the disclosing party therefor.


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<PAGE>

8.4. Standard of Care. All Confidential  Information  shall remain the exclusive
     property of the disclosing party, and the receiving party may not disclose
     any Confidential Information of the disclosing party for any reason without
     the prior written consent of the disclosing party or make any use of such
     Confidential Information other than as expressly permitted by or necessary
     to perform its obligations under this Agreement or the Related Agreements.
     The receiving party shall use the same care and discretion, but no less
     than reasonable care and discretion, to avoid disclosure, publication, or
     dissemination of Confidential Information it has received, as the receiving
     party employs for similar information of its own which it does not desire
     to publish, disclose or disseminate, except to those employees, directors,
     agents and/or permitted subcontractors of the receiving party who have a
     need to know in order to exercise the rights granted or retained pursuant
     to this Agreement and who have agreed in writing to be bound by the
     confidentiality terms of the Agreement. The receiving party shall be
     responsible and liable for breaches of confidentiality obligations by its
     employees, directors, agents and/or permitted subcontractors.

8.5. Required Disclosure. Notwithstanding any other provision of this Section 8,
     if the receiving party is required to disclose any Confidential Information
     pursuant to legal,  accounting  or regulatory  requirements,  the receiving
     party shall provide to the disclosing party written notice of such required
     disclosure  sufficiently in advance thereof to enable the disclosing  party
     to take  reasonable  actions  to  avoid.  the  requirement  of  disclosure.
     Notwithstanding  the  foregoing,  and  subject to the prior  consent of the
     other party  (such  consent not to be  unreasonably  withheld or  delayed),
     either  Party shall have the right to disclose the  existence  and material
     terms of this Agreement to the extent such party  reasonably  determines is
     necessary  to comply  with stock  exchange,  securities  and other  similar
     disclosure  requirements.  The  receiving  party shall  cooperate  with all
     reasonable requests of the disclosing party in connection therewith.

8.6  Enforcement  of  Confidentiality  Obligations.  From and after the  Closing
     Date, NCR shall,  to the extent  necessary,  enforce for the benefit of MSI
     and at MSI's expense and shall otherwise  reasonably  cooperate with MSI in
     the  enforcement  at MSI's expense of all  confidentiality,  nondisclosure,
     assignment of inventions,  and  non-competition  agreements between NCR and
     any Person relating to the Purchased Assets.

8.7  Survival of  Covenant.  Notwithstanding  anything  contained  herein to the
     contrary, the obligations of the parties under this Section 8 shall survive
     for a period of five (5) years from the Closing Date.

9.   EMPLOYEES; LEASE OF SPACE

9.1. Offer ofEmpl6yment.  Between 30 and 33 NCR employees identified on Schedule
     9.1 will receive  written offers of employment with MSI, to be delivered by
     MSI not less than ten (10)  business  days prior to the Closing  Date.  All
     such offers  shall be  contingent  upon the Closing and shall be subject to
     acceptance or rejection by such employees prior to Closing. Those employees
     who have  accepted  such  offers  from MSI shall be  referred  to herein as
     "Transferred Employees." As of December 17, 1999, each of the Transferred

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<PAGE>

     Employees ceased their employment with NCR and became employees of MSI. Any
     offer of employment will be subject to MSI's standard terms of employment,
     including but not limited to MSI's technical Bootcamp course ("Bootcamp").
     MSI shall not terminate employment of a Transferred Employee who passes
     Bootcamp for a period of six (6) months from date of hire of such
     Transferred Employee, except for cause under MSI's employment policies and
     practices. If MSI terminates such Transferred Employee's employment within
     six (6) months, other than for cause (after meeting MSI's terms for
     employment), MSI will pay such employee severance through the end of the
     six (6) month period. At the end of this six-month period, the Transferred
     Employees that remain employed by MSI will become "at will" employees of
     MSI. NCR shall assume sole responsibility for, and agrees to defend,
     indemnify and hold harmless MSI from and against all liabilities, including
     any Retained Liabilities, and claims relating to or arising from the
     employment of the Transferred Employees prior to December 17, 1999.

9.2 Compensation Benefits Package.

     9.21.  Comparable  Compensation.  Subject to the terms of this Section 9.2,
     MSI shall offer the Transferred  Employees  Compensation  Packages that are
     reasonably  comparable  to those being  provided by NCR to the  Transferred
     Employees   immediately   prior  to  the  December   17,  1999.   The  term
     "Compensation  Package"  shall mean base  salary plus  potential  bonus (if
     applicable),  plus stock options  (valued  using the Black  Scholes  option
     valuation  method)..  MSI shall offer to each  Transferred  Employee a base
     salary that is substantially similar to that earned by such employee at NCR
     on  the  Closing  Date  for a  position  with  MSI  which  is the  same  or
     substantially  equivalent  to the  employee's  position at NCR  immediately
     prior to the  Closing.  MSI will  offer  each  Transferred  Employee  stock
     options  and bonuses  consistent  with those  received  by other  similarly
     situated MSI  employees.  Prior to the Execution  Date, MSI has provided to
     NCR written confidential  information  regarding the proposed  Compensation
     Packages for each  Transferred  Employee for the purpose of enabling NCR to
     evaluate   independently   whether  MSI's  proposed   benefits  package  is
     comparable to that received by each such employee at NCR. Upon Closing, NCR
     shall  be  deemed  to have  conclusively  determined  that  MSI's  proposed
     Compensation Package is reasonably comparable to that received by each such
     employee  at NCR.  MSI  agrees  that it will  not  relocate  more  than two
     Transferred  Employees so that NCR's RIF policy  would be triggered  for no
     more than two such  employees.  Attached  as  Schedule  9.3.1 is a true and
     correct copy of NCR's RIF policy.

     9.3.2. Benefits Coverage. To the extent permitted by law or contract, MSI's
     benefit  plans and  programs  offered to the  Transferred  Employees  shall
     reflect   credit  for  service   with  NCR.  No   preexisting   conditions,
     limitations,  waiting periods,  or proof of insurability will be imposed by
     MSI or its benefits plans with respect to initial  benefits  eligibility of
     the  Transferred  Employees.  To the  extent  legally  permitted,  NCR will
     distribute the amount in each  Transferred  Employee's  savings  account in
     NCR's  401 (k)  plan,  and MSI will  allow  each  Transferred  Employee  to
     rollover the amount to MSI's 401 (k) plan. NCR acknowledges and agrees that
     nothing in this Section 9 shall require MSI to undertake  any  modification
     of MSI's existing compensation and benefits practices or

16
<PAGE>

     to take any action that would tend, in MSI's good faith judgment, to expose
     MSI to any  material  liability  under any law,  regulation,  court  order,
     ordinance or contract of any kind.

     9.3.3.  Accrued Benefits.  At or before the Closing, NCR shall pay out to
     all Transferred Employees all accrued vacation, sabbatical or other similar
     accrued liability owed by NCR to the Transferred Employees as of December
     17, 1999.

9.4. Transferred  Employees' Location;  Office Space. MSI shall use commercially
     reasonable  efforts to provide office space for the  Transferred  Employees
     which is located  within a  reasonable  proximity of the current NCR Rancho
     Bernardo, California,  location. NCR and MSI agree that the following areas
     in  California  shall be deemed to be within a reasonable  proximity to the
     current NCR Rancho Bernard  location:  Rancho  Bernard,  Poway,  and Cannel
     Mountain Ranch, and the commercial reasonableness of MSI's efforts shall be
     evaluated based upon, among other things,  facility availability and costs.
     At MSI's  election,  upon written notice to NCR delivered a reasonable time
     prior to the Closing,  NCR shall lease to MSI certain office space at NCR's
     Rancho  Bernardo,  California,  facility  pursuant to an Office Space Lease
     Agreement in substantially the form as Schedule 9.4 hereto.

9.5.  Non-Solicitation.

     9.5.1.  NCR Covenant. NCR agrees, for itself and its Affiliates, not to
     actively directly solicit or re-hire, for a period of twelve (12) months
     from December 17, 1999, any of the Transferred Employees.

     9.5.2.  MSI Covenant. MSI agrees, for itself and its Affiliates, not to
          actively directly solicit for employment or hire, for a period of
          twelve (12) months from the December 17, 1999, any employee of NCR who
          was in the potential pool of Transferred Employees but refused an
          offer of employment from MSI.

     9.5.3.  Special Projects. In addition, MSI will commit that it will devote
          at least fifteen percent (15%) of the Transferred Employees for at
          least six (6) months to work on the following projects:

          9.5.3.1  Implement and track the evolution of relevant Microsoft
          standards and interfaces in the OLAP environment, including OLE DB for
          OLAP (ODBO) and MDX.

          9.5.3.2  Utilize these standards to implement the integration of
          multiple vendors' OLAP clients with MSI's OLAP Server products.  NCR
          requirements for these clients are Cognos, Business Objects, and
          Microsoft Excel at a minimum.

          9.5.3.3  Implement and track the evolution of relevant Meta Data
          standards, specifically, those defined by the Meta Data Coalition, and
          those defined by the Object Management Group.


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<PAGE>

          9.5.3.4. Maximize the integration of their OLAP offering with the
          Teradata OLAP Extensions embedded in the Teradata database.

          9.5.3.5  Use all commercially reasonable efforts to meet the
          performance scalability goals set forth in the product requirements
          and product plan for the Purchased Assets.

Nothing in this section shall  guarantee the results of the effort  committed to
in this  Section.  The parties  intent is merely to devote  reasonable  time and
effort towards meeting these goals.

10.   REPRESENTATIONS AND WARRANTIES OF NCR

      NCR hereby represents and warrants to MSI as of the date hereof and as of
      the Closing Date as follows:

10.1  Organization  and Standing;  Certificate  and Bylaws.  NCR is a
      corporation duly organized and existing under, and by virtue of, the laws
      of the state of Maryland and is in good corporate and tax standing under
      such laws.

10.2  Corporate  Power.  NCR has all  requisite  corporate  power to execute
      and deliver this Agreement and the Related Agreements and to carry out and
      perform its obligations under the terms hereof and thereof.

10.3. Authorization.  All corporate  action on the part of NCR, its directors
      and its stockholders necessary for the authorization, execution, delivery
      and performance of this Agreement and the Related Agreements has been
      taken. This Agreement and the Related Agreements, has been duly and
      validly executed and delivered by NCR, and constitutes valid and binding
      obligations of NCR enforceable in accordance with their respective terms,
      except as enforceability may be limited by bankruptcy, insolvency,
      reorganization, moratorium and other similar laws from time to time in
      effect affecting the enforcement of creditors' rights generally and except
      as enforcement of remedies may be limited by general equitable principles.

10.4. Compliance with Other Instruments, No Consents, Etc. The execution and
      delivery of the Definitive Agreement will not, and the consummation of the
      transactions contemplated in those agreements will not, conflict with, or
      result in any violation of, or default (with or without notice or lapse of
      time, or both) of, (i) the provisions of any material law, rule or
      regulation applicable to NCR the violation of which would have a Material
      Adverse Effect on the Purchased Assets. Except as set forth in Schedule
      10.4, no Consent is required to be obtained on the part of NCR to permit
      the consummation of the transactions contemplated by this Agreement.

10.5. Litigation,  Etc. NCR has not received  notice of, nor has any
      knowledge of any basis for, any claim, interference action or other
      judicial or adversarial proceeding against NCR to the extent that any of
      the operations, activities, products, services or publications of NCR in
      connection with the Purchased Assets infringes or will infringe any
      patent, trademark, trade name, copyright, trade secret or other property
      right of a third party, or that NCR is illegally or otherwise wrongfully
      using the trade secrets, formulae or property rights of others.

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<PAGE>

10.6. Ownership of purchased  Assets.  NCR owns all of the Purchased  Assets
      free and clear of all liens, security interests and other encumbrances,
      except for Permitted Liens. Upon execution and delivery by NCR to MSI of
      the Assignment and Assumption Agreement, MSI will become the true and
      lawful owner of, and will receive good and marketable title to, the
      Purchased Assets free and clear of all liens, security interests and other
      encumbrances, expect for Permitted Liens. Schedule 10.6 sets forth,
      without material exception, a true, correct and complete list and, where
      appropriate, a description of, all material licenses and maintenance
      agreements, or similar arrangements comprising the Purchased Assets to
      which NCR is a party as licensee, with respect to the Purchased Assets and
      such agreements are in full force and effect, and, to the knowledge of NCR
      constitute the enforceable obligation of the parties thereto.


10.7. Policies  Regarding  Prohibited  Discrimination.  NCR has adopted a
      written policy which prohibits discrimination on the basis of race, color,
      religion, sex, national origin, age, physical and mental disability, and
      any other protected category under applicable state or local law. NCR's
      written policy also specifically prohibits sexual or other illegal
      workplace harassment, including, but not limited to, the use of NCR's
      computers and electronic mail for anything other than business purposes.
      The policy includes a written procedure for handling and investigating
      employee complaints of discrimination, including illegal harassment, and
      is distributed to all employees. The policy states that incidents of
      sexual or other illegal workplace harassment or discrimination may be
      reported without fear of retaliation.

10.8. Supervisory  and Employee  Training  Regarding  Employment  Practices.
      NCR conducts training at least annually for employees and supervisors on
      illegal harassment, including sexual and racial harassment, and equal
      employment opportunity practices designed to educate employees and
      supervisors on compliance with equal opportunity laws, NCR's complaint
      procedures and policies. Human Resources personnel are further trained on
      investigation and proper handling of complaints under NCR's policies. None
      of the Transferred Employees is a member of any union.

10.9. Other Personnel  Policies and  Procedures.  NCR requires all applicants
      for employment to complete a standard application form. The application
      form contains contract disclaimers and statements that the employment
      relationship is at-will and terminable at any time by either the employee
      or NCR with or without cause. Furthermore, NCR limits information that it
      provides in references for former employees to dates of employment and
      title(s).

10.10.Government  Contractor.  NCR acknowledges that it is a covered government
      contractor or subcontractor under Executive Order 11246, the
      Rehabilitation Act of 1973, and the Vietnam Era Veterans' Readjustment
      Assistance Act of 1974, and warrants that NCR has adopted and implemented
      affirmative action programs in full compliance with 41 C.F.R. Part 60, and
      that no findings of non-compliance have been made with respect to or by
      the Teracube software engineers currently employed by NCR by the Office of
      Federal Contract Compliance Programs.

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<PAGE>

10.11. Fees. Except as otherwise disclosed in Schedule 10.8.3, NCR has no
       royalties, honoraria, fees or other payments due and payable to any third
       party in connection with the Purchased Assets, including to any Person by
       reason of ownership, use, licensure, sale or disposition of any of the
       same, the nonpayment of which has resulted or will result in a Material
       Adverse Effect.

10.12. Public Disclosure. Except as otherwise disclosed in Schedule 10.12, NCR
       has received no notice that any, and to the best of NCR's knowledge, no
       trade secret, know-how, confidential information or other proprietary
       right, including without limitation all Source Code for any version of
       the Software, has been invalidated or committed to the public domain, nor
       have the same been disclosed or authorized to be disclosed to a third
       party other than pursuant to written agreements containing appropriate
       non-disclosure or confidentiality provisions.

       10.12.1 Claims. Except as otherwise disclosed in Schedule 10.12.1, none
       of the former or present employees, officers, directors or independent
       contractors of NCR holds any contractual right, title or interest,
       directly or indirectly, in whole or in part, in the Software, or has
       asserted any claim with regard to the Software.

       10.12.2. Infringement. (a) Except as otherwise disclosed in Schedule
       10.12.2, NCR has received no notice that any (and, to its best knowledge,
       none) of the Purchased Assets or the other assets to be transferred by
       NCR to MSI in accordance with this Agreement, or the use thereof, (i)
       encroaches or infringes upon any intellectual property rights (including
       without limitation any copyrights, patents, trade secrets or trademarks)
       of any third party, or (ii) contravenes any applicable material law or
       ordinance or any other administrative regulation or violates any
       restrictive covenant or any provision of material law.

         (b) Except as otherwise disclosed in Schedule 10.12.2 and subject to
       the Permitted Liens and Outstanding License Agreements, there are no
       agreements or arrangements between NCR and any third party which have any
       effect upon NCR's title to or other rights respecting the Purchased
       Assets, including the right to transfer the same as contemplated by this
       Agreement and the Related Agreements.

10.13. Physical  Assets.  NCR is selling the  Physical  Assets on an "as is" and
       "where is" basis and makes no representations and warranties with respect
       thereto, except as expressly set forth herein.

10.14. Securities Laws. NCR is acquiring the Shares for investment purposes only
       and not with a view to distribution. NCR acknowledges that the Shares are
       "restricted  securities"  within  the  meaning of Rule 144 and may not be
       sold or  otherwise  transferred  unless  they are  registered  under  the
       Securities  Act of 1933, as amended,  and state  securities or "blue sky"
       laws or an exemption from such registration is available.  NCR represents
       that it is an  "accredited  investor"  within the meaning of Regulation D
       under the Securities Act.

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<PAGE>

10.15. Material Obligations. NCR has fulfilled all material obligations required
       pursuant  to the  Assigned  Contracts  and NCR is not in  breach of or in
       default  under any  Assigned  Contract  which  would give the other party
       thereto  the  right to  terminate  such  Assigned  Contract.  To the best
       knowledge  of NCR,  there is no  existing  breach or default by any other
       party to Assigned Contract.

10.16. Use of Purchased Assets. NCR has taken all steps commercially  reasonable
       to protect its right, title, and interest in and to and the continued use
       of,  the  Purchased  Assets.  Except  that  NCR  has not  registered  its
       copyrights  in any of the  Purchased  Assets.  NCR is not a party  to any
       distribution,  sales or marketing  agreements,  oral or written, with any
       third party regarding the Purchased Assets which entitles any persons (1)
       to act as a distributor or sales or marketing  agent on behalf of MSI for
       the  Purchased  Assets  or (2) to a fee  from  MSI  with  respect  to any
       license, sales or maintenance agreement entered into by MSI subsequent to
       the date of this Agreement.

10.17. NCR has  disclosed  to MSI all  material  information  in its  possession
       relating to the Purchased Assets.

10.18. Source Code Access.  Except as set forth in Schedule 10.19,  NCR is not a
       party to any agreement,  written or oral,  requiring it to provide access
       to the source code for the  Software to any person and no third party has
       any right to such  source  code and the  execution  and  delivery of this
       Agreement will not cause any third party to have any right, or access, to
       such source code.  There are no copies of the source code of the Software
       other than those being delivered to MSI under this Agreement.

10.19  Material  Adverse  Conditions.  No event has occurred after the effective
       date of the LOI which may have a Material  Adverse Effect on any material
       portion of the  Purchased  Assets or with the  effective  Transfer of the
       Transferred  Employees as contemplated  by this Agreement,  which has not
       been disclosed to MSI.

10.20. NO  OTHER  REPRESENTATIONS  OR  WARR,4NTIES.  AS TO  PERFORMANCE,  NCR IS
       SELLING THE  PURCHASED  ASSETS "AS IS" AND MAKES NO  REPRESENTATIONS  AND
       WARRANTIES  WITH  RESPECT  THERETO.  EXCEPT FOR THE  REPRESENTATIONS  AND
       WARRANTIES CONTAINED IN THIS AGREEMENT,  NEITHER NCR NOR ANY OTHER PERSON
       ACTING FOR NCR MAKES ANY  REPRESENTATION OR WARRANTY,  EXPRESS OR IMPLIED
       WITH RESPECT TO THE PURCHASED ASSETS, AND NCR AND MSI HEREBY DISCLAIM ANY
       SUCH  REPRESENTATION OR WARRANTY,  WHETHER BY NCR OR ANY OF ITS OFFICERS,
       DIRECTORS,  EMPLOYEES, AGENTS,  REPRESENTATIVES OR ANY OTHER PERSON, WITH
       RESPECT  TO THE  EXECUTION,  DELIVERY  OR  PERFORMANCE  BY  NCR  OF  THIS
       AGREEMENT  OR THE  AGREEMENTS  SPECIFIED  HEREIN OR WITH  RESPECT  TO THE
       TRANSACTIONS  CONTEMPLATED  HEREBY  OR  THEREBY,  INCLUDING  ANY  IMPLIED
       WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.


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<PAGE>

11.   REPRESENTATIONS AND WARRANTIES OF MSI

      MSI hereby represents and warrants to NCR as of the date hereof and the
      Closing Date as follows:

11.1  Organization  and Standing,  Certificate and Bylaws.  MSI is a corporation
      duly organized and existing under, and by virtue of, the laws of the state
      of Delaware and is in good standing under such laws.

11.2  Corporate  Power.  MSI has all  requisite  corporate  power to execute and
      deliver this  Agreement  and the Related  Agreements  and to carry out and
      perform its  obligations  under the terms of this Agreement and such other
      agreements.

11.3. Authorization.  All corporate action on the part of MSI, its directors and
      its stockholders necessary for the authorization,  execution, delivery and
      performance of this  Agreement and the Related  Agreements has been taken.
      This Agreement and the Related Agreements,  when executed and delivered by
      MSI, will constitute  valid and binding  obligations of MSI enforceable in
      accordance with their respective terms.

11.4. Compliance  with Other  Instruments,  No  Conflicts,  Etc. The  execution,
      delivery and performance  of, and compliance  with, this Agreement and the
      Related  Agreements will not conflict with, or result in any violation of,
      or default  (with or  without  notice or lapse of time or both) of (i) the
      provisions of any material  law, rule or regulation  applicable to MSI; or
      (ii) the provisions of the Certificate of  Incorporation or Bylaws of MSI.
      Except as set  forth in  Schedule  11.4,  no  Consent  is  required  to be
      obtained on the part of MSI to permit the consummation of the transactions
      contemplated by this Agreement.

11.5  Litigation, Etc. Except as otherwise disclosed in Schedule 11.5, there are
      no actions, suits, proceedings,  oppositions, challenges or investigations
      pending against MSI or its officers or properties  before any Governmental
      Authority  (or,  to the  best of MSI's  knowledge,  is  there  any  threat
      thereof),  and MSI is not a party to or subject to the  provisions  of any
      Governmental Order that, in any such case,  questions or has the potential
      to  harm  the  validity  of  this  Agreement  and/or  any of  the  Related
      Agreements or any action taken or to be taken in connection or herewith or
      therewith.  There is no action,  suit,  proceeding or investigation by MSI
      currently pending or that MSI currently intends to initiate that questions
      or has the potential to harm the validity of this Agreement  and/or any of
      the Related Agreements or any action taken or to be taken in connection or
      herewith or therewith.

11.6. Shares.  The Shares have been duly  authorized by all necessary  corporate
      action,  and when issued to NCR pursuant to this Agreement will be validly
      issued,  fully paid and nonassessable and free of preemptive  rights.  MSI
      has engaged in no general solicitation or general advertising with respect
      to the sale of the Shares to NCR.

11.7  NO OTHER REPRESENTATIONS OR WARRANTIES. THE REPRESENTATIONS AND WARRANTIES
      CONTAINED IN THIS AGREEMENT,

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<PAGE>

      IN THE EXHIBITS AND SCHEDULES HERETO, THE AGREEMENTS SPECIFIED HEREIN AND
      IN THE CERTEFICATES REQUIRED TO BE DELIVERED PURSUANT TO OR IN CONNECTION
      HEREWITH, NEITHER MSI NOR ANY OTHER PERSON ACTING FOR MSI MAKES ANY
      REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AND NCR AND MSI HEREBY
      DISCLAIM ANY SUCH REPRESENTATION OR WARRANTY, WHETHER BY MSI OR ANY OF ITS
      OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES OR ANY OTHER
      PERSON, WITH RESPECT TO THE EXECUTION, DELIVERY OR PERFORMANCE BY MSI OF
      THIS AGREEMENT OR THE AGREEMENTS SPECIFIED HEREIN OR WITH RESPECT TO THE
      TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

12.   INDEMNIFICATION

12.1. Survival of Representations and Warranties. The representations and
      warranties set forth in this Agreement or any Related Agreement shall
      survive for a period of three (3) years following the Closing Date and any
      covenant or obligation under this Agreement or any Related Agreement to be
      performed after the Closing shall survive the Closing and continue until
      the expiration of the applicable statute of limitations. Notwithstanding
      the foregoing to the contrary, if a Claim is timely made, it may continue
      to be asserted beyond the termination date of the representation, warranty
      or covenant to which such Claim relates.

12.2. Indemnification.

      12.2.1 Indemnification by NCR. NCR hereby agrees to indemnity, defend and
      hold harmless each member of the MSI Group from and against all Damages
      asserted against, imposed upon or incurred by any member of the MSI Group,
      directly or indirectly, by reason of or resulting from (i) any breach or
      inaccuracy of any representation, warranty or covenant of NCR set forth in
      this Agreement (ii) the conduct and operation of NCR's business on or
      before the Closing Date; (iii) any claim relating to the Retained
      Liabilities; (iv) the sale, license, use or operation of the Purchased
      Assets on or before the Closing Date; (v) the employment of the
      Transferred Employees on or before the Closing Date; (vi) the Assumed
      Contracts on or before the Closing Date; and (vii) except as otherwise
      provided in Section 5.3, liabilities of NCR for any Taxes, including
      without limitation arising as a result of the transactions contemplated by
      this Agreement or the conduct or operation of NCR's business on or prior
      to the Closing Date.

      I2.2.2. Indemnification by MSI MSI hereby agrees to indemnify, defend and
      hold harmless each member of the NCR Group from and against all Damages
      asserted against, imposed upon or incurred by any member of the NCR Group,
      directly or indirectly, by reason of or resulting from (i) any breach or
      inaccuracy of any representation, warranty or covenant contained in this
      Agreement; (ii) the Assumed Contracts from and after the Closing Date to
      the extent assigned on the Closing Date and from and after the effective
      date of any such Assumed Contract if assigned to MSI after the Closing
      Date (but only if

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<PAGE>

       MSI has received written notice of such post-Closing  Date  assignments);
       (iii) the sale,  license,  use or operation of the Purchased  Assets from
       and after the Closing Date;  and (iv) the  employment or  termination  of
       employment of the  Transferred  Employees  which arise from and after the
       Closing Date.

12.3.  Third-Party Claims. The obligations and liabilities of each party to this
       Agreement  under  Section  12.2  related to  Third-Party  Claims shall be
       subject to the following terms and conditions.

       12.3.1. Participation by Indemnifying and Indemnified Party. Upon receipt
       of written notice of any Third-Party Claim asserted against, imposed upon
       or incurred by an Indemnified  Party, the Indemnified  Party shall notify
       the Indemnifying  Party thereof in writing.  The Indemnifying Party shall
       be entitled,  at its own expense,  to  participate in and, upon notice to
       the Indemnified  Party, to undertake the defense thereof in good faith by
       counsel of the Indemnifying Party's own choosing,  which counsel shall be
       reasonably  satisfactory to the Indemnified Party,  provided that (i) the
       Indemnified Party shall at all times have the option, at its own expense,
       to participate  fully therein (without  controlling such action) and (ii)
       if in the  Indemnified  Party's  reasonable  judgment (as  evidenced  and
       supported  by an  opinion of its legal  counsel  who will not be the same
       counsel who will represent the Indemnified  Party in the underlying case)
       a conflict of interest  exists  between  such  Indemnified  Party and the
       Indemnifying Party in respect of such Third-Party Claim, such Indemnified
       Party shall be entitled to select counsel of its own choosing, reasonably
       satisfactory to the Indemnifying  Party, and the Indemnifying Party shall
       be obligated to pay the reasonable fees and expenses of such counsel.

       12.3.2  Failure by  Indemnifying  Party to Defend.  If within thirty (30)
       days after written notice to the  Indemnified  Party of the  Indemnifying
       Party's  intention to undertake the defense of any Third-Party  Claim the
       Indemnifying  Party shall fail to defend the  Indemnified  Party  against
       such Third-Party  Claim,  the Indemnified  Party will have the right (but
       not the obligation) to undertake the defense, compromise or settlement of
       such Third-Party  Claim on behalf of, and for the account and at the risk
       of, the Indemnifying Party.

       12.3.3. Right of Indemnified Party to Defend and Settle. Anything in this
       Section 12.3 to the contrary notwithstanding, if a Third-Party Claim is
       asserted against an Indemnified Party and there is a reasonable
       probability in the Indemnified Party's reasonable good faith judgment
       that a Third-Party Claim may materially and adversely effect the
       Indemnified Party, other than as a result of the imposition of money
       damages or other money payments, (i) the Indemnified Party shall have the
       right, at its sole option, to take over the defense of such Third-Party
       Claim (in which case the Indemnifying Party and the Indemnified Party
       shall share equally the cost and expense of such defense) or to codefend
       such Third-Party Claim (in which case the Indemnified Party shall bear
       the cost and expense of the additional counsel) and no compromise or
       settlement of such Third-Party Claim shall be permitted without the
       consent of both the Indemnified Party and the Indemnifying Party and (ii)
       the Indemnifying Party and the Indemnified Party shall not,

24
<PAGE>

      without the prior written consent of the other party, settle or compromise
      any Third-Party Claim or consent to the entry of any judgment relating to
      any such Third-Party Claim, unless such settlement, compromise or judgment
      includes as an unconditional release of the Indemnified Party from all
      liabilities in respect of such Third-Party Claim.

12.4. Limitation on Indemnification Obligations.

      12.4.1  Limitation. Notwithstanding anything contained in this Section 12
      to the

      contrary, no party shall assert a Claim against the other party for
      indemnification hereunder unless and until the amount of all Damages
      determined to have been incurred or suffered at the time by the
      Indemnified Party exceeds, in the aggregate, $50,000, (the "Threshold
      Amount") and then only for the excess of such amount. The parties hereto
      further acknowledge and agree that the total indemnification obligations
      of each party hereto under this Agreement shall not exceed, in the
      aggregate for such party, $14,000,000 (fourteen million). The foregoing
      limitations shall not apply to Claims made by a party with respect to
      fraud on the part of the other party or a breach by the other party of any
      representation or warranty in this Agreement or any Related Agreement, of
      which such breaching party had knowledge on or prior to the Closing or to
      a breach by MSI of its obligations under Section 11.6..

12.5. Consequential Damages. No party hereto shall have any liability under any
      provision of this Agreement for, and in no event shall any party's
      Threshold Amount be applied to, any consequential, special or indirect
      Damages, including lost profits.

13.   [Intentionally Omitted]

14.   MISCELLANEOUS

14.1. Future Press Releases. Except as set forth in the Joint Marketing
      Agreement [, each of the parties agrees that until six (6) months
      following the Closing, no press release or other disclosures by company
      representatives shall be made without the prior written consent of the
      other party, such consent not to be unreasonably withheld or delayed.
      Approval shall be deemed to have been given if there is a written response
      to a proposed release or disclosure is not delivered to the requesting
      party within two (2) business days after delivery of a request for such
      approval.

14.2. Notices. All notices, requests, demands and other communications which are
      required or may be given pursuant to the terms of this Agreement shall be
      in the English language, in written or electronic form and shall be deemed
      delivered (i) on the date of delivery when delivered by hand, (ii) on the
      date of transmission when sent by facsimile transmission during normal
      business hours with written confirmation of receipt, (iii) one day after
      dispatch when sent by overnight courier maintaining records of receipt, or
      (iv) three days after dispatch when sent by certified mail, postage
      prepaid, return-receipt requested; provided that, in an any such case,
      such communication is addressed as follows:



25
<PAGE>

     If to NCR:

     NCR Corporation
     1700 S. Patterson Boulevard
     Dayton, OH 45479
     Attention:   Chief Financial Officer
     Telephone:   937-445-2339 Facsimile: 937-445-1329

     with a copy to:

     Jon Hoak, Esq.
     Senior Vice President and General Counsel
     NCR Corporation
     1700 S. Patterson
     Boulevard
     Dayton, OH 45479
     Telephone:     937-445-2900
     Facsimile:     937-445-7214

     If to MSI:
     MicroStrategy Incorporated
     8000 Towers Crescent Drive Towers CrescentTowers Crescent
     Vienna, VA 22182
     Attention:    General Counsel
     Telephone:    703-848-8600
     Facsimile:    703-905-6637


14.3.  Relationship of the Parties. It is understood and agreed that each of the
       parties hereto is an independent  contractor,  and that neither party is,
       or shall be  considered to be, by virtue of this  Agreement,  an agent or
       representative of the other party for any purpose.

14.4.  Assignment.  Neither  party may assign this  Agreement  without the prior
       written consent of the other party.  Notwithstanding the foregoing to the
       contrary,  either  party may  assign  any of its  rights  or  obligations
       hereunder to any one or more of its Subsidiaries. Each party acknowledges
       that it  shall  continue  to be  obligated  if and to the  extent  that a
       permitted  assignee  under  this  paragraph  14.4  fails to  perform  the
       obligations  that such party has assigned.  Any  attempted  assignment in
       violation of this Section  14.4 without  consent  shall be null and void.
       Where required, no party shall unreasonably withhold or delay consent.

14.5.  Binding  Effect.  This Agreement  shall be binding on all parties hereto,
       and shall be binding  upon and inure to the benefit of each party and its
       respective permitted successors and assigns.

14.6.  Waiver,  Modification;  Amendment.  No term or  provision  hereof will be
       considered waived by either party, and no breach excused by either party,
       unless such waiver or consent is in writing signed on behalf of the party
       against  whom the waiver is  asserted.  No consent by either party to, or
       waiver of, a breach by either  party,  whether  express or implied,  will
       constitute a consent to, waiver of, or excuse of any other different,  or
       subsequent,  breach  by  either  party.  This  Agreement,  including  the
       Schedules  and  Exhibits  attached  hereto may not be modified or amended
       except by an  instrument  in writing  duly  signed by or on behalf of the
       parties hereto.

14.7   Force  Majeure.  Each of the  parties  hereto  shall exert  diligence  in
       performing its  obligations  under this  Agreement,  but neither shall be
       liable in any  manner  whatsoever  for  failure  to  perform  or delay in
       performing such obligations, if and to the extent and for so long as such
       failure or delay in  performance  or breach is due to natural  disasters,
       strikes or labor disputes,  natural forces, or other acts of God or cause
       reasonably beyond the control of such party. Any party desiring to invoke
       this  Section  14.7 shall  notify the other in writing of such desire and
       shall use reasonably  efforts and due diligence to resume  performance of
       its obligations.

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<PAGE>

14.8.  United  Nations.  The  parties  expressly  exclude,  if  applicable,  the
       application  of the  United  Nations  Convention  on  Contracts  for  the
       International Sale of Goods.

14.9.  Severability.  If  any  part  of  this  Agreement  is  found  invalid  or
       unenforceable, that part will be amended to achieve as nearly as possible
       the same economic and practical effect as the original  provision and the
       remainder of this Agreement will remain in full force and effect.

14.10. No  Interpretation  Against  Drafter.  The terms and  provisions  of this
       Agreement shall not be construed  against the drafter or drafters hereof.
       All parties  hereto  agree that the language of this  Agreement  shall be
       construed  as a whole  according to its fair meaning and not strictly for
       or against any of the parties hereto.

14.11. Governing Law; Arbitration. This Agreement shall be governed and enforced
       in accordance with the substantive laws of the State of New York, without
       regard to any such laws or regulations that may direct the application of
       the law of any other  jurisdiction.  Any  controversy,  claim or  dispute
       between the parties  arising out of or relating to this  Agreement or any
       Related  Agreement or any breach  hereof or thereof  shall be referred to
       final and binding  resolution  by the MSI and NCR senior  executives  who
       have authority to reach  agreement on any matters in dispute upon written
       request by either party specifying in reasonable detail the nature of the
       dispute.  In the event that such MSI and NCR senior executives are unable
       to resolve the dispute within thirty (30) days after the initial  request
       for dispute resolution, the dispute shall be settled by final and binding
       arbitration  before a sole  arbitrator in New York,  New York pursuant to
       the then-current Commercial Rules of the American Arbitration Association
       and the federal  substantive and procedural law of arbitration.  Judgment
       upon any award  rendered  by the  arbitrator  may be entered in any court
       having  jurisdiction  thereof The  arbitrator  will not have the power to
       award  punitive or  exemplary  damages or any damages  excluded by, or in
       excess of, any damage limitations expressed in this Agreement. Each party
       will bear its own attorneys  fees and costs  related to the  arbitration.
       Unless otherwise determined by the arbitrator,  the costs and expenses of
       the arbitration shall be borne equally by the parties.

14.l2  Entire Agreement This Agreement, together with the Schedules and Exhibits
       attached  hereto  and the  letter  agreement  dated  December  20,  1999,
       constitutes  the entire  agreement  between the parties  relating to this
       subject matter and supersedes all prior or simultaneous  representations,
       discussions,  negotiations,  and agreements with respect thereto, whether
       written or oral. Without limiting the foregoing, this Agreement expressly
       supersedes the Memorandum of  Understanding  between MSI and NCR executed
       on October 1, 1999.

14.13. Counterparts. This Agreement may be executed simultaneously in any number
       of  counterparts,  each of which shall be deemed an  original  but all of
       which together shall constitute one and the same instrument.

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<PAGE>

14.14. Terms Generally. Whenever the context requires, any pronoun shall include
       the  corresponding  masculine,  feminine  and  neuter  forms.  The  words
       "include",  "includes" and. "including" shall be deemed to be followed by
       the phrase "without limitation".  All references to "party" and "parties"
       shall be deemed  references to the parties to this  Agreement  unless the
       context shall otherwise  require.  The terms "this  Agreement",  "hereof,
       "hereunder",  and similar  expressions refer to this Agreement and not to
       any particular  Section or other portion hereof and include any agreement
       supplemental  hereto. All references to Sections,  paragraphs,  Schedules
       and Exhibits  shall be deemed  references to Sections of,  paragraphs of,
       and  Schedules and Exhibits to, this  Agreement  unless the context shall
       otherwise  require.  The  term  "or"  is  used  in  its  inclusive  sense
       ("and/or").

14.15. Expenses.  Except as otherwise  expressly  provided herein, all costs and
       expenses, including fees and disbursements of counsel, financial advisors
       and  accountants,  incurred in connection  with this Agreement such costs
       and the  transactions  contemplated  hereby  shall  be paid by the  party
       incurring expenses, whether or not the Closing shall have occurred.

10.19  Remedies Cumulative,  Specific Performance. All remedies, afforded to the
       parties under this Agreement or any Related Agreement,  Applicable Law or
       otherwise,  shall be cumulative and not alternative.  Each of the parties
       agrees that in the event of any breach or threatened breach by a party of
       any provision of this Agreement or any Related Agreement, the other party
       shall be  entitled,  in addition  to any other  rights or remedies it may
       have, to a decree or order of specific performance or mandamus to enforce
       the  observance  and  performance  of such  provision  and an  injunction
       restraining such breach or threatened breach.

10.20  Brokers  and  Finders.  Each  of NCR and MSI  represents  that no  agent,
       broker,  investment banker,  financial advisor or other firm person is or
       will be entitled to any broker's or finder's fee or any other  commission
       or similar fee in connection with any of the transactions contemplated by
       this  Agreement  and each party agrees to  indemnify  the other party and
       hold the  other  party  harmless  from and  against  any and all  claims,
       liabilities or obligations with respect to any other fee,  commissions or
       expenses  asserted  by any  person on the  basis of any act or  statement
       alleged to have been made by such first party.

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<PAGE>

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by
their duly authorized representatives, effective as of the date first above
written.

MicroStrategy Incorporated         NCR Corporation


By:  /s/ Sanju Bansal               By:  /s/ M. Louise Turilli
   ---------------------                ----------------------
Date:                               Date:  December 23, 1999

     Sanju Bansal                   M. Louise Turilli
-----------------------             --------------------------
Print Name                          Print Name

       COO                             Assistant Secretary
-----------------------             --------------------------
Title                               Title