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                                                                   Exhibit 10.14

                                  DSS PARTNER

                          MICROSTRATEGY INCORPORATED
                                 OEM AGREEMENT

        This Original Equipment Manufacturer Agreement (the "Agreement") is
entered into and effective as of September 30, 1999 by and between MICROSTRATEGY
INCORPORATED, a Delaware corporation, having its principal place of business at
8000 Towers Crescent Drive, Vienna, Virginia 22182 ("MicroStrategy"), and NCR
CORPORATION, a Maryland corporation, having its principal place of business at
1700 South Patterson Boulevard, Dayton, Ohio 45479 ("OEM") (collectively, the
"Parties") and replaces in its entirety the Value Added Reseller Agreement dated
as of August 21, 1998, as amended, entered into by and between the Parties.

        OEM and MicroStrategy previously entered into a Global Solutions Partner
Agreement dated February 1, 1996 (hereinafter, the "GSP Agreement"). The GSP
Agreement is separate from this Agreement, remains unchanged by this Agreement,
and is in full force and effect. Under no circumstances will the terms and
conditions of the GSP Agreement apply to or otherwise supplement the terms and
conditions of this Agreement, including the obligations or rights of both
parties, or activities conducted by either party under this Agreement.

1.       Definitions. For the purposes of this Agreement, the following terms
         are defined as follows:

           "Affiliate" means any person, corporation or other entity which,
directly or indirectly, controls or is controlled by or is under common control
with OEM.

           "Collateral Price List" means the list, as prepared by MicroStrategy
from time to time, setting forth its then-current fees for each type of
Collateral.

         "Collateral" means any marketing, trade press, product sales,
education, consulting and support collateral publicly used by MicroStrategy in
the United States (including presentation slides).


           "OEM Discounted Price Schedule" means MicroStrategy's standard
volume discount schedule, a copy of which is set forth in Exhibit B.

         "End User of Strategy.com and/or Telecaster Services" means any third
party, individual, business, governmental customer or other customer which OEM
brings to MicroStrategy other than as a direct and immediate result of direct
sales efforts by MicroStrategy and who executes an agreement with MicroStrategy
as a Strategy.com Network Services affiliate or Telecaster Network Services user
within sixty (60) days of NCR bringing that customer to MicroStrategy.

         "End User License Agreement" means the agreement between OEM and End
User, referenced in Section 2.1 herein, which specifies the terms and conditions
of the license granted to End User to use Products.

                                       1.
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           "End User" means any third-party individual, business, governmental
customer, or other customer of OEM which purchases or may purchase one or more
licenses of Products for personal or business use in accordance with the End
User License Agreement or which purchases access to the Strategy.com or
Telecaster Network Services in accordance with MicroStrategy's then current End
User License Agreement for such services. An End User does not have rights to
resell or sublicense Products to resellers, distributors, other End Users or any
other parties.

           "Evaluation" means an installation of the OEM Solution for a period
of sixty (60) days or less, during which an End User may evaluate the OEM
Solution for its internal use.

           "NCR Client Affiliate" means a third-party individual, business,
governmental customer, or other customer of OEM to which OEM markets and sells
the Strategy.com and Telecaster Network Services on behalf of MicroStrategy.

           "OEM Solution" means the combination of a Product with the Teradata
software product.

           "Products" means all current and future generally available software
products in MicroStrategy's product line, including those listed in Section 1.1
of Exhibit A, that are made generally-available to the public by MicroStrategy,
including User Documentation. A description of current Products is set forth in
Exhibit B.

           "Strategy.com Network Services" means the Strategy.com business
services division of MicroStrategy that provides personal and customized
information to End Users through the Strategy.com Network.

           "Telecaster Network Services" means the proprietary voice-enabled
decision support system of MicroStrategy which provides voice-activated,
personalized information to End Users upon the occurrence of certain specified
trigger events.

           "Update" means a subsequent release of a Product that is made
generally available to MicroStrategy customers who are paying for Technical
Support Services at no additional charge other than media and handling charges.
"Update" does not include any release, option or future product that
MicroStrategy licenses separately.

           "User Documentation" means the MicroStrategy user manual(s) and other
written materials on proper installation and use of the Products which are
normally distributed with the Products.

2.       Rights Granted and Restrictions.

        2.1 License Grant. MicroStrategy hereby grants OEM: (a) a non-exclusive,
non-transferable license to install and use the Products and Updates thereto
(subject to payment of applicable fees as outlined herein) in a test environment
for purposes of combining the OEM's software products with such Products, and
MicroStrategy agrees not to unreasonably withhold its consent to allow OEM to
use the Products and Updates thereto in a test environment for purposes of
combining third party software products with such Products; (b) a non-exclusive,
nontransferable license to market, sublicense and distribute, directly or
through its indirect sales

                                      2.
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channels,  the Products and Updates  (subject to payment of  applicable  fees as
outlined  herein)  as a part of the OEM  Solution  worldwide  (the  "Territory")
pursuant  to the  terms of this  Agreement;  (c),  non-transferable  license  to
market,  sublicense  and  distribute in the  Territory,  directly or through its
indirect sales channels, the Teradata Version, as defined in Section 6.1(a); and
(d) a  non-exclusive,  non-transferable  license  to  use  the  Products  in the
Territory for internal  business  purposes in  accordance  with the terms of the
applicable Shrink Wrap License Agreement accompanying the products,  which terms
are  incorporated  herein  by  reference.  This  is  not a  license  to  market,
distribute or sublicense the Products  separately.  OEM shall  establish its own
prices for purposes of sublicensing  the Products as part of the OEM Solution to
its End Users. Provided, however, that MicroStrategy will not offer the Teradata
Version to any resellers  other than members of NCR's  indirect  sales  channel.
Notwithstanding anything in this Agreement to the contrary, NCR will not license
the Products  through any indirect  sales channel  without first  discussing the
appropriate  royalty payments with  MicroStrategy and obtaining  MicroStrategy's
prior written consent, which shall not be unreasonably withheld.

           2.2 Appointment as Sales Agent. MicroStrategy hereby appoints OEM as
a nonexclusive sales agent of MicroStrategy for the purposes of marketing, and
selling the Strategy.com Network Services and Telecaster Network Services to NCR
Client Affiliates (subject to the payment of applicable fees as outlined herein)
in the Territory and pursuant to the terms of this Agreement. In connection with
its sales of the Strategy.com and Telecaster Network Services, OEM shall ensure
that all End Users sign a standard Strategy.com Affiliation Agreement and/or a
Telecaster Voice Bureau Agreement, as applicable, in the forms set forth in
Exhibit I hereto.

           2.3 OEM shall license, and shall require its members of its indirect
sales channel to license, the OEM Solution solely through a written agreement
that shall, at a minimum, contain provisions that accomplish the following:

                  (a) License the OEM Solution under Named User Licenses for End
User's own internal uses, and restrict use of the Product portion of the OEM
Solution to object code form for the End User's own internal uses.

                  (b) Prohibit use of the Products except in connection with the
Teradata software, unless such use is consistent with the provisions of Section
2.4(k).

                  (c) Prohibit transfer or duplication of the Product portion of
the OEM Solution except for temporary transfer in the event of computer
malfunction and as part of routine back-up procedures.

                  (d) Prohibit assignment of the Product portion of the OEM
Solution licenses and the Affiliated Licenses without the prior written consent
of MicroStrategy, which consent shall not be unreasonably withheld; provided,
however, that, in the case of the OEM Solution licenses only, the End User
License Agreement may contain a provision that allows the End User to assign
licenses for the OEM Solution to its Affiliates so long as the End User agrees
to be fully responsible for any failure of such Affiliates to act in accordance
with the terms of the End User License Agreement.

                                      3.
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                  (e) Prohibit the use of the Product portion of the OEM
Solution by any third party other than an Affiliate as outlined in subsection
(c).

                  (f) Prohibit causing or permitting the reverse engineering,
disassembly or decompilation of the Products.

                  (g) Prohibit title to the Products from passing to the End
User.

                  (h) Disclaim MicroStrategy's liability for damages, whether
direct or indirect, incidental or consequential, arising from the use of the OEM
Solution.

                  (i) Disclaim any warranties beyond the warranties that
MicroStratecy offers to OEM.

                  (j) Prohibit written and oral disclosures of any results of
benchmark tests of the Products themselves to any third party without the prior
written consent of MicroStrategy (as opposed to benchmark test of the OEM
Solution).

                  (k) For Products sublicensed for use outside the United
States, require the End User to comply fully with all relevant export laws and
regulations of the United States to ensure that neither the Products, nor any
direct products thereof, are exported, directly or indirectly, in violation of
United States law.

                  (l) Require the End User to use a commercially reasonable
degree of care to protect the Confidential Information of MicroStrategy and
prohibit the End User from directly or indirectly, (1) using any Confidential
Information of MicroStrategy to create any computer software program or user
documentation which is substantially similar to any Product, or (2) using or
disclosing Confidential Information of MicroStrategy, except as authorized by
this Agreement.

                  (m) Require the End User to notify OEM promptly of any
unauthorized use or disclosure of MicroStrategy Confidential Information, and
provide reasonable assistance to MicroStrategy (at MicroStrategy's expense) in
the investigation and prosecution of any such unauthorized use or disclosure.

                  (n) Disclaim MicroStrategy's liability for any taxes or
duties, however designated or levied (including but not limited to sales, use
and personal property).

                  (o) Allow OEM to audit End Users' records regarding use of the
Products and/or OEM Solution.

        MicroStrategy agrees that the agreement attached hereto as Exhibit C
("End User License Agreement"), including the Supplement (entitled "Additional
Terms Related to MicroStrategy Products") adequately addresses the foregoing
requirements. MicroStrategy reserves the right to amend its requirements for the
contractual provisions contained in the agreement used to license the OEM
Solution or sell the Strategy.com and/or Telecaster Network services upon ninety
(90) days' advance written notice, provided, however, that such amended

                                       4.
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requirements  shall apply only to agreements  executed by OEM  subsequent to the
expiration of the ninety (90)-day notice period.

         2.4 License Restrictions. The rights granted in Section 2.1 of this
Agreement are expressly limited to and restricted by the following:

                (a) No copies may be made of Products except as explicitly
authorized by this Agreement or the applicable End User License Agreements. OEM
shall have no right to manufacture, modify, or copy User Documentation.

                (b) MicroStrategy reserves the right to amend, modify, enhance,
add to or delete from the list of Products upon thirty (30) days' written notice
to OEM so long as the list includes at all times any Product then actively
marketed by MicroStrategy in the United States, provided, however, that such
modifications to the list of Products shall not apply to proposals to End Users
outstanding on the notice date of such modifications until the earlier of (i)
the proposal expiration date or (ii) sixty (60) days from the notice date,
provided that OEM provides a list of such End Users to MicroStrategy within
thirty (30) days of the notice date. The list of End Users shall include (i) the
name of the End User, (ii) the date of the proposal, and (iii) the expiration
date of the proposal. This Agreement shall automatically cover all such
amendments, modifications, or enhancements to the list of Products.

                (c) OEM agrees that it will not, either directly or through a
third party, use Products, the source code, or a derivative thereof, or any
Confidential Information of MicroStrategy, to create, modify or enhance any
computer software programs or user documentation which is functionally,
visually, or otherwise identical or substantially similar to any MicroStrategy
products. This Section does not restrict the assignment of employees within
either party. Nothing contained in this Section shall be construed as to
prohibit employees of the recipient who have been exposed to the Products,
source code, or a derivative thereof, or any Confidential Information from using
residual knowledge retained as part their general skill, knowledge talent or
experience provided that in doing so they do not a) make direct reference to the
Products, source code, or a derivative thereof, or any Confidential Information
in tangible form, or b) disclose Confidential Information to a third party in
breach of this Section. Both parties acknowledge that either of them may be
engaged in the development and production of products similar to those disclosed
under this Agreement and that nothing herein limits or restricts the Parties
from such development or production.

                (d) OEM agrees that it is OEM's responsibility to take all
reasonable precautions against unauthorized disclosure or copying of Products
while Products are being demonstrated or evaluated. OEM shall take all
reasonable steps to ensure that the Products are inaccessible during inactive
demonstration times (lunch, overnight, etc.), delete any demonstration copies of
Products upon completion of any demonstration at a customer site, and shall
further exercise reasonable efforts to ensure the security of Products.

                (e) OEM agrees that it will not, either directly or through a
third party, reverse engineer, disassemble or decompile any of the Products, or
make any attempt to obtain or derive the source code from any MicroStrategy
product, whether or not such product is listed in Exhibit A.

                                       5.
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                (f) Upon expiration of an Evaluation period, if an End User does
not license the Product, OEM shall require that all copies of the Product be
promptly removed from the End User's facilities and returned to OEM.

                (g) Regardless of any disclosure by OEM to MicroStrategy of an
ultimate destination of Products, OEM shall not transfer or re-export Products,
any goods created with Products, related documentation, or other related
proprietary information, to anyone outside the United States as to which export
may be in violation of the United States export laws or regulations, without
first obtaining the appropriate license from the U.S. Department of Commerce
and/or any other agency or department of the U.S. Government, as required.

                (h) OEM agrees to use reasonable commercial efforts to market
and demonstrate the Product to End Users provided, however, that OEM reserves
the right to determine at its sole discretion on a case-by-case basis, and
taking into consideration OEM's best interests, the appropriateness of marketing
or demonstrating the Product to a prospective End User.

                (i) A list of certified and supported languages for each Product
is attached as Exhibit J.

                (j) OEM agrees that its sublicensing to End Users of the OEM
Solution will be solely to (1) installed Teradata customers who have a pre-
existing contractual relationship with OEM and whose products presently run
against the Teradata data warehouse installation (the "Teradata Server"), or (2)
new customers (without current access to the Teradata Server); subject to the
provisions of the next sentence. Notwithstanding the above, OEM may sublicense
the Products solely to: new customers (without current access to the Teradata
Server) only if they agree in writing to implementation of the OEM Solution
and/or the Teradata Server within twelve (12) months after execution of the End
User Agreement; and provided that OEM co-proposes the Products to such new
customers along with the Teradata Server.

                (k) OEM agrees that its sales of the Strategy.com Network
Services and Telecaster Network Services will be limited to NCR Client
Affiliates who have a measurable business relationship with OEM.

3.     Reservation of Rights and Remedies.

        The rights granted hereunder do not transfer to OEM or End Users any
right, title or interest to any Products. MicroStrategy shall retain all right,
title, and interest, and all intellectual property rights, including, without
limitation, all copyrights, trade secrets, and any other intellectual property
and proprietary rights to Products and all copies of Products. This Agreement
does not, except as explicitly provided herein, grant OEM any rights in
Products, or in any improvements, modifications, enhancements or updates to
Products. Use of the terms "sell", "license", "purchase", "license fees" and
"price" will be interpreted in accordance with this Section 3.

                                       6.
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  Confidential Materials omitted and filed separately with the Securities and
               Exchange Commission.  Asterisks denote omissions.

4.       Pricing and Royalty Structure.

        4.1 Pricing. OEM shall be solely responsible to set its Product license
fees to End Users. OEM shall, in accordance with Sections 4.1 and 4.2, pay
MicroStrategy [**] of the net revenue received by OEM from licensing the
Products. In the event OEM believes it is necessary to offer a discount to an
End User greater than that provided by the OEM Discounted Price Schedule
attached hereto as Exhibit B, OEM and MicroStrategy shall negotiate in good
faith the percentage of revenue payable by OEM to MicroStrategy for that
opportunity. The OEM Discounted Price Schedule shall be updated by MicroStrategy
semiannually to conform to street pricing practices employed by MicroStrategy
sales staff.

        4.2 Product Royalties. OEM shall not be obligated to pay MicroStrategy
royalties on the first [**] of revenue generated from licensing the
Products within a given quarter for the initial three year term of this
Agreement ("Non-Royalty Revenues"). OEM shall pay MicroStrategy royalties
(collectively, "Product Royalties") on all OEM revenue in excess of Non-Royalty
Revenues generated from licensing the Product portion of the OEM Solution within
a given quarter ("Royalty Revenues"). Each calendar quarter, OEM shall retain
[**] of the Non-Royalty revenues and shall remit [**] of the Royalty Revenues to
MicroStrategy ("Incremental Revenue") within thirty days of the close of such
calendar quarter as Product Royalties. In the event that OEM does not generate
revenue equal to the Non-Royalty Revenues in a given calendar quarter, the
difference between the Non-Royalty Revenues and the actual revenues generated by
OEM during such quarter may be added to the next succeeding calendar quarter's
Non-Royalty Revenues during the initial three-year term of this Agreement only.
By way of example only, if OEM generates only [**] in revenue in any given
calendar quarter during the initial three-year term of this Agreement, [**] may
be rolled over to the next succeeding calendar quarter, and Non-Royalty Revenues
for such quarter shall be deemed to be [**]. At the end of the third year, OEM
and MicroStrategy shall compare the total revenues received by OEM under this
Agreement (the "OEM Revenue") with the Non-Royalty Revenues. If, at the end of
the third year, the total OEM Revenue is less than [**], MicroStrategy shall
purchase from OEM software in an amount equal to the difference between the [**]
and the OEM Revenue up to the sum of all Incremental Revenue received by
MicroStrategy during the initial term.

        4.3 Service Fee Royalties. MicroStrategy shall pay OEM Service Fee
Royalties to OEM, which royalties will be calculated based upon net revenue
generated by OEM, as sales agent of MicroStrategy, from selling the Strategy.com
and Telecaster Network Services to End Users ("MicroStrategy Net Royalty
Income"). The MicroStrategy Net Royalty Income shall include any net revenue
received by MicroStrategy and relating to customers that come to MicroStrategy
through NCR Client Affiliates. MicroStrategy shall remit to OEM, on a quarterly
basis within thirty days after the close of each calendar quarter, [**] of all
MicroStrategy Net Royalty Income (as defined herein) (collectively, "Service
Fee Royalties") generated by OEM sales to NCR Client Affiliates of the
Strategy.com Network services and/or Telecaster Network Services.
MicroStrategy shall no longer be obligated to pay Service Fee Royalties to
OEM in the event that this Agreement is terminated as a result of a
material breach or with respect to each NCR Client Affiliate, in the event that
such NCR Client Affiliate ceases to have a measurable business relationship with
OEM. For purposes of this Agreement, MicroStrategy "Net Royalty income" shall
mean all revenue actually received by MicroStrategy

                                       7.
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 Confidential Materials omitted and filed separately with the Securities and
               Exchange Commission.  Asterisks denote omissions.

from  OEM's  sales  to End  Users of the  Strategy.com  and  Telecaster  Network
Services,  less  direct  third  party  costs,  including,   without  limitation,
affiliate royalties, cost of content, long distance telephone charges, etc.

        4.4 Changes and Updates in OEM Discounted Price Schedule. In the event
MicroStrategy changes the OEM Discounted Price Schedule as provided in Section
4.1 above, the license fees in the Discounted Price Schedule for OEM Sales, the
new license fees shall apply to any order received by MicroStrategy after the
effective date of the price change, except for orders resulting from outstanding
proposals until the earlier of (i) the proposal expiration date or (ii) sixty
(60) days from the notice date, provided that OEM provides a list of such End
Users to MicroStrategy within thirty (30) days of the notice date. The list of
End Users shall include (i) the name of the End User, (ii) the date of the
proposal, and (iii) the expiration date of the proposal.

        4.5 Initial Order. For the rights granted in this Agreement, OEM agrees
to pay MicroStrategy [**]. This fee shall be noncancelable and non-refundable,
subject to the provisions of this Agreement. OEM will pay MicroStrategy [**]
within thirty (30) days of execution of this Agreement and pay MicroStrategy
[**] within twelve (12) months of executing this Agreement.

        4.6 Payment Terms.

                (a) All payments of Product Royalties by OEM under this
Agreement shall be made to MicroStrategy in United States dollars and drawn on a
United States bank, at MicroStrategy's headquarters or such other address
designated by MicroStrategy from time to time. All payments made to
MicroStrategy are non-refundable, except as provided herein.

                (b) Payment of Product Royalties is due within thirty (30) days
of each calendar quarter. If payment is late, OEM shall pay a late fee on the
unpaid balance of one percent (1%) per month from the date of invoice.

                (c) Product Royalties and Service Fee Royalties do not include
any national, state or local sales, use, value-added or other taxes, customs,
duties or similar tariffs and fees MicroStrategy may be required to pay upon
delivery of the Products or upon collection of the Product Royalties, Service
Fee Royalties or otherwise. All sales and other taxes relating to an OEM
Solution order, a Strategy.com Network Service Order and/or a Telecaster Network
Service Order, including those levied by federal, state, municipal or other
governmental authority (but excluding taxes (i) based on MicroStrategy's income,
(ii) for which MicroStrategy receives a credit or (iii) assessed from a
governmental authority with whom OEM has a valid reseller tax exemption
certificate) will be paid by OEM upon receipt of an invoice from MicroStrategy.

5.       Delivery of Products and Right to Copy.

        5.1 OEM acknowledges that it has received copies from MicroStrategy of
all Products listed in Exhibit B.

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         5.2 Downloading of New Products. All new Products and Updates to
existing Products will be provided to OEM by an ftp download implemented by
MicroStrategy. OEM shall have the right to make copies of the Products in order
to exercise its rights under this Agreement.

6.     Representations and Obligations.

         6.1 MicroStrategy's Obligations and Restrictions. MicroStrategy shall
use reasonable efforts to perform the following:

                  (a) Asset Development. MicroStrategy will develop a version of
its MicroStrategy OLAP server and engine technology optimized for use with
Teradata ("Teradata Version") in conformance with the requirements set forth in
Exhibit G.

                  (b) Local Language Requirements. MicroStrategy will support
OEM's local language requirements within jointly agreed timeframes. For existing
Products, MicroStrategy agrees to meet NCR's double byte requirements within
twelve (12) months of the execution of this Agreement and use all commercially
reasonable efforts to meet those requirements within six (6) months of the
execution of this Agreement.

                 (c) Collateral. MicroStrategy shall provide reasonable
quantities of Collateral to OEM at no cost, other than shipping charges. If
requested, updates to such Collateral shall be made available to OEM via
MicroStrategy's Web server within ten (10) days of public use by MicroStrategy
of such completed updates, and if hard copies are desired, MicroStrategy shall
provide them to OEM at the prices indicated in MicroStrategy's then-current
Collateral Price List. All such materials provided to OEM shall be subject to
the confidentiality provisions of Section 12 of this Agreement. MicroStrategy
shall make reasonable efforts to comply with all applicable international,
national, state, regional and local laws and regulations in performing its
duties hereunder and in any of its dealings with respect to the Products.

         6.2 OEM's Obligations. OEM shall use reasonable efforts to perform the
following:

                 (a) Promotion Efforts. OEM will promote the distribution of the
OEM Solution in the Territory.

                 (b) Sales and Consulting Staff. OEM will train and maintain a
sufficient number of capable technical and sales personnel having the knowledge
and training necessary to: (i) properly inform End Users of the features and
capabilities of the OEM Solution and the Products; (ii) service and support the
Products in accordance with OEM's obligations under this Agreement; and (iii)
otherwise carry out the obligations and responsibilities of OEM under this
Agreement.

                 (c) Technical Expertise. OEM's staff will be conversant with
the technical language conventional to MicroStrategy Products (including
specifications, features and benefits) so as to be able to explain in detail the
use of the Products in the OEM Solution to End Users.

                                       9.
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                 (d) Intellectual Property Rights. OEM will use commercially
reasonable efforts to protect MicroStrategy's rights in its trademarks, patents,
logos, service marks, copyrights and trade secrets.

                 (e) Compliance with Law. OEM will comply with all applicable
international, national, state, regional and local laws and regulations in
performing its duties hereunder and in any of its dealings with respect to the
Products.

                 (f) Compliance with U.S. Export Laws. OEM acknowledges that all
MicroStrategy Products and other technical data, are subject to export controls
imposed by the U.S. Export Administration Act of 1979, as amended (the "Act"),
and the regulations promulgated thereunder. OEM will not export or re-export
(directly or indirectly) any MicroStrategy Products or other technical data
therefore (if permitted by this Agreement) without complying with the Act and
the regulations thereunder.

                 (g) Market Conditions. OEM will confer with MicroStrategy from
time to time, at the request of MicroStrategy, on matters relating to market
conditions, sales forecasting and Product planning.

                 (h) Costs and Expenses. Except as expressly provided herein or
agreed to in writing by MicroStrategy and OEM, OEM will pay all costs and
expenses incurred in the performance of OEM's obligations under this Agreement.

        6.3 OEM Covenants. OEM will (i) refrain from deceptive, misleading or
unethical practices that are or might be detrimental to MicroStrategy, the
Products or the public; (ii) make no false or misleading representations with
regard to MicroStrategy or the Products; (iii) refrain from publishing or
employing, or cooperating in the publication or employment of, any misleading or
deceptive advertising material with regard to MicroStrategy or the Products; and
(iv) make no representations, warranties or guaranties to End Users or to the
trade with respect to the specifications, features or capabilities of the
Products, except those permitted by Section 2.1 herein.

7.     Training.

        7.1 Partner Certification Program. OEM will use commercially reasonable
efforts to have on staff within two (2) months of the execution of this
Agreement and at all times thereafter at least two (2) employees who have
completed the MicroStrategy Certification Program at MicroStrategy headquarters
(the "Certification Program"). Such persons must maintain their certification by
annually attending MicroStrategy-specified update courses covering new products
and product features. OEM shall be entitled to have three (3) of its US
employees and three (3) of its employees based in other countries complete the
Certification Program free of charge. OEM shall be responsible for all fees
related to update courses taken by its employees. All expenses for OEM's
attendance at the Certification Program and update courses shall be borne by
OEM.

        7.2 Training Consultants. Given reasonable advance notice, MicroStrategy
shall make its training consultants available to OEM to provide training on the
Products to OEM's

                                       10.
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 Confidential Materials omitted and filed separately with the Securities and
               Exchange Commission.  Asterisks denote omissions.

employees. OEM shall pay MicroStrategy for such services at MicroStrategy's
then-current standard consulting rates, plus travel and living expenses.

8.       Maintenance.

        8.1 Support Services to End Users of OEM. Support services for the
Products shall be provided to End Users as outlined in Exhibit E. OEM shall
provide first-line support for all "NCR Branded Offerings" MicroStrategy shall
provide second-line support for all such offerings. OEM will receive a royalty
of [**] for all OEM Solution support sold by OEM. Exhibit E shall be subject to
review and re-negotiation upon the request of either party six (6) months from
the date of execution of this Agreement.

9.     Fees and Records.

        9.1 Records. OEM and MicroStrategy shall each maintain, for at least two
(2) years after termination of this Agreement, any records and contracts
relating to the sale or license of the OEM Solution, the Strategy.com Network
Services and/or the Telecaster Network Services under this Agreement, and will
permit examination thereof by authorized representatives of MicroStrategy and
OEM at all reasonable times.

        9.2 Notification. OEM will: (i) use commercially reasonable efforts to
notify MicroStrategy in writing of any claim or proceeding involving the
Products after OEM learns of such claim or proceeding; and (ii) report promptly
to MicroStrategy all claimed or suspected defects in the Products.

10.    Limitation of Warranty and Liability.

        10.1     Limited Warranty.

            (a) MicroStrategy warrants that the media containing Products is
free from defects in material and workmanship for a period of thirty (30) days
from the date of receipt by the End User. For any breach of this warranty, OEM's
exclusive remedy and MicroStrategy's entire liability shall be replacement of
defective media returned within thirty (30) days of receipt of the media by the
End User.

             (b) MicroStrategy warrants for a period of six (6) months from the
date of delivery of the Products to OEM that each unmodified Product will
perform in substantial conformance with the functions described in the User
Documentation. MicroStrategy also warrants from the date of delivery of the
Products to OEM that the unmodified Products will be Year 2000 Qualified, as
such term is defined in the document entitled NCR Year 2000 Qualification
Requirements attached hereto as Exhibit F, provided that all year date data
presented to the Products for processing is in a four (4)-digit format, and
provided that MicroStrategy makes no warranty with respect to any such failure
or incorrect result that may arise due to: (i) the quality of the data processed
with the Software; (ii) the effect of other software including, without
limitation, the Teradata software product, not licensed by MicroStrategy to
Licensee or developed by MicroStrategy for Licensee; or (iii) the use of the
Software in an operating environment or on a platform not specified by
MicroStrategy. MicroStrategy further warrants that on the date of delivery to
OEM. the Products are, to the best

                                       11.
<PAGE>

of  MicroStrategy's  knowledge,  free of any  program  routine,  device or other
undisclosed  feature,  including without limitation,  virus, worm, trojan horse,
trap door or malicious logic, that is designed to delete,  disable,  deactivate,
interfere with or otherwise harm the Product or the End User or OEM's respective
hardware,  data or  programs,  or that is intended to provide  access or produce
modifications  not authorized by the End User or OEM;  provided,  however,  that
MicroStrategy  reserves  the right to insert  code in the  Product(s)  that will
prevent  their use by more than the number of  authorized  users so long as such
code does not  interfere  with use of the  Product(s) by  authorized  users.  In
addition,  MicroStrategy warrants that the Products are currently  interoperable
with OEM's Teradata V2RX (V2R2) via ODBC  interfaces,  and that it will make all
commercially  reasonable  efforts to modify the Products to be  compatible  with
future versions of Teradata.  For any breach of the warranties  contained in the
Section  10.1(b),  OEM's exclusive remedy and  MicroStrategy's  entire liability
shall be, at  MicroStrategy's  sole  discretion,  the  correction of the Product
errors that caused breach of the warranty or replacement of the Product.

                (c) THE WARRANTIES ABOVE ARE EXCLUSIVE AND IN LIEU OF ALL OTHER
WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE
IMPLIED WARRANTIES OF MERCHANTABELITY AND FITNESS FOR A PARTICULAR PURPOSE.
MICROSTRATEGY DOES NOT WARRANT THAT OEM OR END USERS' USE OF PRODUCTS WILL BE
UNINTERRUPTED OR ERROR FREE, OR THAT THE FUNCTIONS CONTAINED IN PRODUCTS WILL
MEET OEM OR END USERS' REQUIREMENTS.

        10.2 Limitation of Liability. EXCEPT FOR CLAIMS WITH RESPECT TO EITHER
PARTY'S INDEMNIFICATION OBLIGATIONS UNDER TIES AGREEMENT, EACH PARTY'S LIABILITY
FOR DAMAGES TO THE OTHER OR ANY THIRD PARTY UNDER THIS AGREEMENT SHALL IN NO
EVENT EXCEED ALL AMOUNTS PAID UNDER THIS AGREEMENT. UNDER NO CIRCUMSTANCES SHALL
MICROSTRATEGY BE LIABLE FOR WARRANTIES GRANTED BY OEM IN EXCESS OF THOSE
CONTAINED IN THE APPLICABLE STANDARD MICROSTRATEGY END USER LICENSE AGREEMENT
FOR EACH PRODUCT OR THIS AGREEMENT, NOR SHALL EITHER PARTY BE LIABLE TO THE
OTHER FOR INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, OR DAMAGES
FOR LOSS OF PROFITS, REVENUE, DATA OR USE, WHETHER IN AN ACTION IN CONTRACT OR
TORT, EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

        10.3 Reliance on Disclaimers. OEM agrees that the limitations of
liability and disclaimers of warranty set forth in this Agreement will apply
regardless of whether MicroStrategy has tendered delivery of the Products or OEM
has accepted any such Products. OEM acknowledges that MicroStrategy has set its
prices, established its royalty structure and entered into this Agreement in
reliance on the disclaimers of liability, the disclaimers of warranty and the
limitations of liability set forth in this Agreement and that the same form an
essential basis of the bargain between the parties.

                                      12.
<PAGE>

11. Indemnification.

        11.1 Indemnification of OEM. MicroStrategy will defend at its expense
and indemnify OEM against a claim that the Products infringe a patent or
copyright of a third party in the territory indicated in Section 2, provided
that OEM (i) gives MicroStrategy prompt written notice of the claim, (ii) allows
MicroStrategy to have sole control of the defense and all related settlement
negotiations, and (iii) provides MicroStrategy with the information, authority
and assistance necessary to perform MicroStrategy's obligations under this
Section. In the event the Products are held or believed to infringe,
MicroStrategy may, at its sole option, (i) obtain for OEM a license to continue
using the Product, (ii) replace or modify the Product so that it becomes
noninfringing or (iii) if neither (i) nor (ii) can be reasonably effected by
MicroStrategy, refund to OEM the prices paid for the infringing Products,
provided that such Products are returned to MicroStrategy in an undamaged
condition.

        11.2 No Combination Claims. Notwithstanding Section 11.1 above,
MicroStrategy shall not be liable to OEM for any claim arising from or based
upon the combination, operation or use of any Product with equipment, data or
programming not supplied by MicroStrategy unless and to the extent that any type
of such claim would have arisen regardless of the combination or arising from
any alteration or modification of the MicroStrategy Products.

        11.3 Limitation. THE PROVISIONS OF THIS SECTION SET FORTH THE ENTIRE
LIABILITY OF MICROSTRATEGY AND THE SOLE REMEDIES OF OEM WITH RESPECT TO
INFRINGEMENT AND ALLEGATIONS OF INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OR
OTHER PROPRIETARY RIGHTS OF ANY KIND IN CONNECTION WITH THE INSTALLATION,
OPERATION, DESIGN, DISTRIBUTION OR USE OF THE PRODUCTS AND/OR THE OEM SOLUTION.

        11.4 OEM Indemnification. OEM will defend at its expense and indemnify
MicroStrategy against: (1) a claim caused by OEM's misrepresentations about the
Products and/or the OEM Solution, the Telecaster Network Services and/or the
Strategy.com Network Services; or (2) a claim by a third party that the OEM
Solution infringes upon or misappropriates any intellectual property rights of
such third party, including without limitation, copyrights, patents, trademarks
and trade secrets, which claim would not have occurred but for the combination
of a Product with other software not supplied by MicroStrategy in OEM's
development of the OEM Solution, provided that McroStrategy (i) gives OEM prompt
written notice of the claim; (ii) allows OEM to have sole control of the defense
and all related settlement negotiations and (iii) provides OEM with the
information, authority and assistance necessary to perform OEM's obligations
under this Section.

12.     Confidential and Proprietary Information.

        12.1 MicroStrategy or OEM may from time-to-time disclose to the other
party confidential information relating to its business and affairs under this
Agreement ("Confidential Information"). Confidential Information shall be
clearly designated in writing as confidential, or if verbally disclosed,
identified at the time of disclosure as being confidential and reduced to
writing within ten (10) business days of disclosure. For a period of three (3)
years from the date of disclosure, each party agrees that it will use reasonable
efforts not to disclose Confidential

                                      13.
<PAGE>

Information of the other to any third party without the express  written consent
of the disclosing party,  unless disclosure is required by law.  Notwithstanding
the  foregoing,  the  recipient  may disclose  Confidential  Information  to its
Affiliates or contractors with a legitimate need to know who agree in writing to
confidentiality  obligations  consistent  with  this  Agreement,  All  materials
containing Confidential Information are and remain the discloser's property, and
upon written request the recipient shall promptly return them, and all copies of
them, except a single archival copy. Confidential  Information does not include:
(a) information  generally available to or known to the public through no act or
omission of the  recipient;  (b)  information  previously  lawfully known to the
recipient;  (c)  information  independently  developed by the recipient;  or (d)
information  lawfully  disclosed by a third party. This Section does not require
either  party to  disclose  any  particular  information,  nor does it grant the
recipient  a license to any of the  discloser's  patents or  copyrights.  In the
event that either party  becomes aware of an  unauthorized  use or disclosure of
the other's Confidential Information by a third party, such party shall promptly
inform the other and provide,  at the other's expense,  commercially  reasonable
assistance  in  the  investigation  and  prosecution  of any  such  unauthorized
disclosure.  Notwithstanding the marking requirement above to the contrary,  the
Products   and   related   technical   specifications,   information   regarding
MicroStrategy's  pricing,  MicroStrategy's  training material and the results of
any  benchmark  tests  conducted  by OEM on the  Products  alone (as  opposed to
benchmark  tests  of the  OEM  Solution)  shall  be  considered  MicroStrategy's
Confidential  Information,  whether or not so-labeled,  so long as MicroStrategy
has  used  reasonable  efforts  to mark  such  items.  Subject  to the  parties'
compliance  with the  provisions  of Section  12, any  disclosure  of details on
unreleased  products or business  strategies  for planning  purposes,  including
without limitation,  any such information regarding Castor and MicroStrategy 6.0
products,  shall be considered  the  Confidential  Information of the Disclosing
Party.

         The parties  acknowledge  that as a result of exposure to  Confidential
Information,  increases  in the  general  skill or  knowledge  of the  receiving
party's  employees may occur.  Nothing in this  Agreement  shall be construed to
prohibit the receiving  party from  utilizing such increases in general skill or
knowledge.  Nevertheless,  under no  circumstance  shall tangible  copies of the
Confidential  Information be used for any purposes other than the implementation
of this Agreement.

         12.2 Authorized Disclosure. Either party may disclose the existence of
this Agreement, but not its content, without the prior consent of the other
party.

         12.3 Branding. OEM shall not remove MicroStrategy's trademark and
copyright notices in and on the Products or the documentation accompanying any
copy of the Product sublicensed as part of the OEM Solution.

         12.4 Custom Interfaces. OEM may remove the MicroStrategy trademark
notice from the splash screen and replace it with OEM's trademark notice in any
Customized Interface. A "Customized lnterface" shall mean any interface to the
Products created or modified by OEM using DSS Web or DSS Objects where the
visual appearance (i.e., the "look and feel") of the user interface has been
created in such a way as to be reasonably deemed a unique work of OEM. Any such
removal of the MicroStrategy trademark notice in the Products shall be subject
to MicroStrategy's written approval, which shall not be unreasonably withheld.
OEM acknowledges that it is not acquiring and shall not attempt to acquire, by
usage, filing or

                                       14.
<PAGE>

otherwise, either in the United States or any other country, any right, title or
interest in or to any of MicroStrategy's  names,  acronyms,  logos,  trademarks,
service marks,  trade names or other identifying  description of MicroStrategy's
products (the "Marks"),  nor will OEM challenge  MicroStrategy's rights therein.
OEM's use of the Marks shall inure to the benefit of MicroStrategy  and shall be
subject to such reasonable restrictions and standards as MicroStrategy may adopt
from time to time.  The  Marks are  identified  in  Exhibit H hereto;  provided,
however, that MicroStrategy may amend such Exhibit from time to time.

        12.5 No Proprietary Rights. OEM has paid no consideration for the use of
MicroStrategy's trademarks, trade names, logos, designations or copyrights, and
nothing contained in this Agreement will give OEM any right, title or interest
in any of them. OEM acknowledges that MicroStrategy owns and retains all
trademarks, trade names, logos, designations, copyrights and other proprietary
rights in or associated with the Products, and agrees that it will not at any
time during or after this Agreement assert or claim any interest in or do
anything that may adversely affect the validity of any trademark, trade name,
logo, designation or copyright belonging to or licensed to MicroStrategy
(including, without limitation, any act or assistance to any act, which may
infringe or lead to the infringement of any of MicroStrategy's proprietary
rights).

        12.6 No Continuing Rights. Upon expiration or termination of this
Agreement, OEM will immediately cease all display, advertising and use of all
MicroStrategy trademarks, trade names, logo or designations and will not
thereafter use, advertise or display any trademark, trade name, logo or
designation which is, or any part of which is, similar to or confusing with any
trademark, trade name, logo or designation associated with any MicroStrategy
product, whether or not such product is set forth in Exhibit A.

        12.7 Obligation to Protect. OEM agrees to use commercially reasonable
efforts to protect MicroStrategy's proprietary rights and to cooperate with
MicroStrategy in MicroStrategy's efforts to protect its proprietary rights. OEM
agrees to notify MicroStrategy promptly of any known or suspected breach of
MicroStrategy's proprietary rights that comes to OEM's attention.

13.      Term and Termination.

        13.1 Term. This Agreement will be effective as of the date first set
forth above, and shall have a term of three (3) years.

        13.2 Termination for Breach of Confidentiality Obligations. Either party
may terminate this Agreement prior to the expiration of its stated term in the
event that the other party breaches the confidentiality provisions set forth in
Section 12.1.

        13.3 Termination for Cause. Either party may terminate this Agreement at
any time prior to the expiration of its stated term in the event that:

                  (a) The other party is in default with respect to any material
term or condition undertaken by such party under this Agreement and such failure
or default continues unremedied for a period of ten (10) days following written
notice of such failure or default (a material breach shall include but not be
limited to a breach of Sections 2, 4, 5, 6, 7, 8, 9, 12, and 14.2).

                                       15.
<PAGE>

                  (b) The other party is merged, consolidated, sells all or
substantially all of its assets or implements or suffers any substantial change
in management or control; provided, however, that a sale of stock as part of an
initial public offering shall not be considered a change in control;

                  (c) A receiver is appointed  for the other party or any of its
property,  the other party makes an assignment for the benefit of its creditors;
any  proceedings  are  commenced  by, for or against  the other  party under any
bankruptcy,  insolvency or debtor's relief law; or the other party is liquidated
or dissolved; or

                  (d) The other party is in material breach of any other written
agreement between the parties.

           13.4 Effect of Termination or Expiration. Upon termination of this
Agreement:

                  (a) OEM shall cease using any MicroStrategy  trademark,  trade
name, logo or designation.

                  (b) OEM shall return to  MicroStrategy  or destroy and certify
to  MicroStrategy  the  destruction of all  Collateral  and other  MicroStrategy
Confidential  Information in its possession and shall destroy or return,  at the
option Of  MicroStrategy,  all Products and all copies thereof to  MicroStrategy
and  shall  cease  all  marketing  and  distribution  of the OEM  Solution,  the
Strategy.com Network Services and the Telecaster Network Services.

           13.5 Survival. The obligations of the parties under this Agreement
which by their nature would continue beyond the termination, cancellation or
expiration of this Agreement, shall survive termination, cancellation or
expiration of this Agreement.

14.      General.

        14.1  Independent  Contractors.  Both parties to this  Agreement  are
independent contractors, and shall so represent themselves to all other parties.
There is no relationship of partnership, agency, employment, franchise, or joint
venture  between the parties.  Neither party has any express or implied right or
authority to bind the other or incur any  obligation on behalf of the other,  In
particular,  nothing  herein shall be  interpreted  as making OEM the commercial
agent of  MicroStrategy  except in connection with sales of the Strategy.com and
Telecaster Network Services in accordance with the terms of this Agreement.

        14.2 Assignment. This Agreement shall not be assigned by either party
without the prior written consent of the other party; provided, however, that
neither party shall unreasonably withhold its consent to the assignment of this
Agreement to the successor in interest of the other party. Notwithstanding
anything in the foregoing to the contrary, OEM reserves the right to assign this
Agreement to an Affiliate without such consent; provided, however, that OEM
shall notify MicroStrategy of any assignment of this Agreement to an Affiliate,
and OEM shall indemnify MicroStrategy for any failure of a subsidiary to whom
this Agreement has been assigned for any failure of such subsidiary to act in
accordance with the terms of this Agreement.

                                      16.
<PAGE>

         14.3 Force Majeure. Neither party shall be responsible for failure of
performance due to causes beyond its control, including, but not limited to,
acts of God or nature, labor disputes, actions of any Government agency, and
shortage of materials.

         14.4 Notices. Any and all notices required or permitted to be given
hereunder shall be in writing and shall be deemed to have been given two (2)
business days after deposit in the United States Mail, certified or registered
mail, postage prepaid, or one business day after deposit with an overnight
delivery service of national reputation, and in any case addressed as follows:

         To MicroStrategy:

                                    MicroStrategy Incorporated
                                    8000 Towers Crescent Drive
                                    Suite 1400
                                    Vienna, VA 22182
                                    ATT'N:  [Contracts Department]

         To OEM:

                                    Senior Vice President, National Accounts
                                        Solutions Group
                                    NCR Corporation
                                    1700 S. Patterson Blvd.
                                    Dayton, OH 45479

                                    and

                                    General Counsel/Notices WHQ-5
                                    NCR Corporation
                                    1700 S. Patterson Blvd.
                                    Dayton, Ohio 45479

        14.5 Waiver. The waiver by either party of any default by the other
shall not waive subsequent defaults of the same or different kind.

        14.6 Severability. In the event that any of the provisions of this
Agreement shall be held by a court or other tribunal of competent jurisdiction
to be invalid, such provision will be enforced to the maximum extent permissible
and the remaining portions of this Agreement shall remain in full force and
effect.

        14.7 Equitable Relief. Each party acknowledges that any breach of its
obligations under this Agreement with respect to the proprietary rights or
confidential information of the other party will cause such party irreparable
injury for which there are inadequate remedies at law, and therefore such party
will be entitled to seek equitable relief in addition to all other remedies
provided by this Agreement or available at law.

                                       17.
<PAGE>

        14.8 Entire Agreement. This Agreement is the complete and exclusive
statement of the understanding of the parties, and supersedes all other prior
representations between them, whether oral or written, relating to the subject
matter of this Agreement. This Agreement may not be modified except in writing
signed by an officer of MicroStrategy and a duly authorized representative of
OEM.

        14.9 Section Headings. Section headings are for purposes of convenience
and shall not be considered part of this Agreement.

        14.10 Execution of Agreement, Governing Law, and Arbitration. 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. This Agreement shall be governed by and construed in
accordance with the laws of the state of New York, excluding that body of law
known as conflict of laws. The parties will attempt in good faith to resolve any
controversy or claim by negotiation or mediation. If they are unable to do so,
and regardless of the causes of action alleged, the claim will be resolved by
arbitration before a sole arbitrator in the headquarters city of the non-
initiating party pursuant to the then-current Commercial Rules of the American
Arbitration Association. The arbitrator's award will be final and binding, and
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 attorney's fees and costs related to the arbitration.
Any claim or action must be brought within five years after the cause of action
accrues.

        IN WITNESS WHEREOF, the parties have executed this Agreement effective
as of the date first set forth above.

      MICROSTRATEGY INCORPORATED                NCR CORPORATION

                                                         ("OEM")
      By:  /s/ Michael Saylor                   By:  /s/ Earl C. Shanks
        ---------------------                      ---------------------
      Name:  Michael Saylor                     Name:  Earl C. Shanks
          -----------------                          -----------------
      Title:    President & CEO                 Title:  Vice President -
             -------------------------                  Corporate Finance
                                                      -------------------------

                                       18.
<PAGE>

                                    EXHIBIT A

                                PRODUCTS LICENSED


1.1    Products. The following Products are licensed to OEM in accordance with
       the terms of the Agreement:

         Product
        ---------
        DSS  Agent[TM]
        DSS  Objects[TM]
        DSS  Architect[TM]
        DSS  Executive[TM]
        DSS  Server[TM]
        DSS  Web Server[TM]
        DSS  Web (PE)[TM]
        DSS  Web (SE)[TM]
        DSS  Administrator[TM]
        DSS  Broadcaster Server without SQL Server
        Info Center without SQL Server

MicroStrategy  will,  from  time to  time,  add  new  Products  as  they  become
"generally available ("GA")".

                                       19.

  MICROSTRATEGY INCORPORATED AND NCR CORPORATION CONFIDENTIAL AND PROPRIETARY
      Unauthorized use, disclosure or duplication is strictly prohibited.
<PAGE>

                                    EXHIBIT B

                          OEM DISCOUNTED PRICE SCHEDULE
 Confidential Materials omitted and filed separately with the Securities and
               Exchange Commission.  Asterisks denote omissions.

                            MicroStrategy Price List
                                    10/25/99
Infrastructure
<TABLE>
<CAPTION>
Product                                       Price               Description
<S>                                           <C>                 <C>
MicroStrategy Intelligence Server             [**]                per server with no more than four processors
(4 Processor)

MicroStrategy Intelligence Server             [**]                per server with no more than two processors
(2 Processor)

MicroStrategy Intelligence Server Upgrade     [**]                to upgrade MicroStrategy Intelligence Server from
                                                                  two processor system to a four processor system

MicroStrategy Web Server                      [**]                per server with no more than four processors
(4 Processor)

MicroStrategy Web Server                      [**]                per server with no more than two processors
(2 Processor)

MicroStrategy Web Server Upgrade              [**]                to upgrade MicroStrategy Web Server from a two
                                                                  processor system to a four processor system

MicroStrategy Broadcast Server                [**]                per server with no more than four processors

MicroStrategy Architect                       [**]                per named user

MicroStrategy Executive                       [**]                per named user

MicroStrategy Administrator                   [**]                per two named users

MicroStrategy Development Bundle              [**]                per two named users
-----------------------------------------------------------------------------------------------------------------------------
<CAPTION>
Interfaces

Product                                         Price             Description
-------                                         -----             -----------
<S>                                             <C>               <C>
MicroStrategy Agent                              [**]             per named user

MicroStrategy Web PE                             [**]             per named user

MicroStrategy Web SE                             [**]             per named user

MicroStrategy Broadcaster                        [**]             per named user

MicroStrategy Objects                            [**]             per named user

MicroStrategy Any Interface Bundle               [**]             per named user which includes Agent, Web PE,
                                                                  Web SE, Broadcaster and Objects

Add MicroStrategy Broadcaster                    [**]             per named user when acquired with any interface in
                                                                  the same quantities
---------------------------------------------------------------------------------------------------------------------------------
</TABLE>




  Confidential Materials omitted and filed separately with the Securities and
               Exchange Commission.  Asterisks denote omissions.

                           MicroStrategy Price List
                                   10/25/99
<TABLE>
<CAPTION>
MicroStrategy InfoCenter

Product                                       Price               Description
<S>                                           <C>                 <C>
MicroStrategy InfoCenter Server               [**]                per server with no more than two processors

Additional 10 Thread Increments               [**]                per 10 threads--a thread is the ability of the
                                                                  software to send data to and receive data from the
                                                                  Metadata repository
---------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
MicroStrategy Enterprise
Reporting Schedule

Product                                       Price               Description
<S>                                          <C>                  <C>
Enterprise Reporting Module for              [**]                 per server with up to two processors
companies with up to 15,000 employees

Enterprise Reporting Module for              [**]                 per server with up to two processors
companies with up to 35,000 employees

Enterprise Reporting Module for              [**]                 per server with up to two processors
companies with up to 55,000 employees

Enterprise Reporting Module for              [**]                 per server with up to two processors
companies with up to 75,000 employees

Enterprise Reporting Module for              [**]                 per server with up to two processors
companies with more than
75,000 employees
--------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
Educational Products

Product                                         Price             Description
                                                -----             -----------
<S>                                             <C>               <C>
Web Based Training                               [**]             per named user

Multimedia Based Training                        [**]             per named user
---------------------------------------------------------------------------------------------------------------------------------
</TABLE>



 Confidential Materials omitted and filed separately with the Securities and
               Exchange Commission.  Asterisks denote omissions.

                           MicroStrategy Price List
                                   10/25/99

Discount Schedule
<TABLE>
<CAPTION>
Total List Price              Non-Broadcaster          MicroStrategy Broadcaster only
----------------              ---------------          ------------------------------
<S>                           <C>                      <C>
$100,000                           [**]                             [**]
$200,000                           [**]                             [**]
$300,000                           [**]                             [**]
$400,000                           [**]                             [**]
$500,000                           [**]                             [**]
$750,000                           [**]                             [**]
$1,000,000                         [**]                             [**]
$1,500,000                         [**]                             [**]
$2,000,000                         [**]                             [**]
$2,500,000                         [**]                             [**]
$3,000,000                         [**]                             [**]
$3,500,000                         [**]                             [**]
$4,000,000                         [**]                             [**]
$4,500,000                         [**]                             [**]
$5,000,000                         [**]                             [**]
$5,000,000+                        [**]                             [**]
</TABLE>

------------------------------------------------------------------------------
MicroStrategy Development
Software Discount

MicroStrategy  Server Software may be discounted [**] for  development purposes.
The licenses must be restricted to permit use for testing and development  only.
The software may not be used for production purposes.

Up to 25 licenses of the MicroStrategy User Interface Software may be discounted
[**] for development purposes.  The licenses must be restricted to permit use
for testing  and development only.  The software may not be used for  production
purposes.
-------------------------------------------------------------------------------

International Price Uplifts

<TABLE>
<CAPTION>
Tiers                                            Countries                          Uplift
-----                                            ---------                          ------
<S>                                 <C>                                             <C>
Tier 0 Territories                  Africa - ASEAN - Eastern Europe - Korea          [**]
                                    -- Latin America - Middle East

Tier 1 Territories                  Iberia - Italy                                   [**]
</TABLE>



  Confidential Materials omitted and filed separately with the Securities and
                 Exchange Commission.  Asterisks denote omissions.

<TABLE>
<S>                                 <C>                                             <C>
Tier 2 Territories                  Benelux - British Isles - Central Europe -        [**]
                                    France - Scandinavia

Tier 3 Territories                  Japan                                             [**]
------------------------------------------------------------------------------------------------------------------------------
</TABLE>

                                       20.
<PAGE>

                                    Exhibit C

                           END USER LICENSE AGREEMENT
                                 NCR CORPORATION

                                MASTER AGREEMENT
                                                               --------------
                                                               Customer Number
                        -------------------------------
                           Your Business Name ("you")

                        -------------------------------
                                 Street Address

                        ------------------------------
                               City State Zip Code

                        ------------------------------
                                 Effective Date


  IF YOU HAVE ANY QUESTIONS OR CONCERNS WITH THIS AGREEMENT OR NCR'S CONTRACTING
  PROCEDURES, PLEASE CONTACT YOUR NCR ACCOUNT REPRESENTATIVE.

                                   CONTENTS
<TABLE>
<S>                                                  <C>
  1 - Definitions                                     9 - Limitations of Liability
  2 - Orders, Addenda and Contract Formation         10 - Services
  3 - Delivery and Installation
  4 - Prices and Taxes Claims                        12 - Defense of Infringement
  5 - Invoice, Payment and Security Interest         13 - Third Party Products
  6 - Rental                                         14 - Termination
  7 - License to Use Software                        15 - Mediation and Arbitration
  8 - Warranties                                     16 - General

</TABLE>

                                      21.
  MICROSTRATEGY INCORPORATED AND NCR CORPORATION CONFIDENTIAL AND PROPRIETARY
      Unauthorized use, disclosure or duplication is strictly prohibited.
<PAGE>

1.0 DEFINITIONS
The terms listed below will have the following meanings:

1.1 "Agreement" means this Master Agreement.

1.2 "Addendum"  means a supplementary  form designed to identify  specific terms
and conditions for certain types of transactions.

1.3 "NCR Product  Specifications" means NCR's official published  specifications
for Products when you acquire them (which NCR will provide to you upon request),
and the documentation which NCR includes with Products delivered to you.

1.4 "NCR"  means NCR  Corporation  (formerly  known as AT&T  Global  Information
Solutions Company). Certain products, documents, and other items furnished under
this Agreement may continue to contain references to the AT&T name.

1.5  "Contract"  means a contract for your  acquisition of Products from NCR, as
explained in 2.0. Each Contract includes the terms of this Agreement.

1.6  "Equipment" means hardware and associated peripherals and features that you
acquire from NCR.

1.7  "Products" means Equipment, Software, Supplies and Services.

1.8  "Services" means those Services described in Section 10.0 that you acquire
from NCR.

1.9  "Software" means computer programs in any form that you acquire from NCR.

1.10 "Supplies" means consumable items that you acquire from NCR.

1.11 "Third Party  Products"  means products that you acquire from parties other
than NCR.

2.0      ORDERS, ADDENDA, AND CONTRACT FORMATION

2.1  Orders -- You may order Products from NCR with a written purchase order,
electronically or orally.

         2.1.1 Written - You may submit a written purchase order on your form or
         an NCR  form.  NCR may  accept  your  purchase  order  by  signing  it,
         delivering the Products which you ordered,  or as NCR and you otherwise
         agree.  NCR's  acceptance   creates  a  Contract   consisting  of  this
         Agreement, any applicable Addendum, and your written order, except that
         any  preprinted  language  on your  form  will not  become  part of the
         Contract.

         2.1.2 Electronic - NCR may provide Electronic Data Interchange  ("EDI")
         options,  including electronic ordering,  invoicing and payment.  These
         options and NCR's  acceptance of your electronic order will be governed
         by an EDI

                                       22.
  MICROSTRATEGY INCORPORATED AND NCR CORPORATION CONFIDENTIAL AND PROPRIETARY
      Unauthorized use, disclosure or duplication is strictly prohibited.
<PAGE>

           Addendum   to   this   Agreement.   If  you   and   NCR   communicate
           electronically,  an  identification  code  contained in an electronic
           document will be legally  sufficient to verify the sender's  identity
           and the document's authenticity as a signed writing.

           2.1.3 Oral - You may order  certain  categories  of Products from NCR
           orally.  In such event,  the Contract will consist of this  Agreement
           and the quantities,  prices and product  identifications as confirmed
           on NCR's invoice or acknowledgment.

2.2  Invoiced  Services  - NCR may offer to  provide  Equipment  maintenance  or
Software  Services  for a fixed term by sending you an invoice in advance of the
term.  If you  accept  the offer by  paying  the  invoice  or by  accepting  the
Services,  a Contract is formed  consisting  of this  Agreement and the terms of
NCR's invoice.

2.3  Other  Communications  - Each  Contract  supersedes  all oral  and  written
communications   between  you  and  NCR   concerning   the   ordered   Products.
Correspondence,  proposals and recommendations become binding commitments of NCR
only when you attach them to or expressly incorporate them in a Contract.

2.4 Delays,  Cancellation and  Modifications  (Change Control) -- If you wish to
cancel,  reschedule  or  modify  a  Contract  (including  changing  delivery  or
installation  dates or locations)  or if you cause delays in NCR's  performance,
you and NCR will attempt to negotiate in good faith new schedules and sufficient
compensation to NCR for  accommodating  you. No such change is effective  unless
agreed in writing  signed by both parties,  preferably  on NCR's change  control
form.


3.0      DELIVERY AND INSTALLATION
3.1 Delivery -- NCR will use  reasonable  efforts to perform its  obligations by
dates  included in a Contract.  These dates are estimates  only. NCR will inform
you of delays as far in advance as reasonably possible.  If NCR's performance is
delayed (other than by a force majeure) for an unreasonable time, you may cancel
delivery without penalty.

3.2 Location - NCR will deliver  Products to the location  that you specify.  If
you select the shipping agent, its receipt of the Products constitutes delivery.
Title and risk of loss pass to you upon delivery.  You agree to inspect Products
when you receive them and to notify NCR promptly if there is any visible damage.

3.3  Installation - NCR will notify you if Products  require a special  physical
environment.  You agree to provide that environment prior to installation.  Upon
request,  NCR  will  provide  Installation  Services  which  may  be  separately
chargeable.

                                       23.
  MICROSTRATEGY INCORPORATED AND NCR CORPORATION CONFIDENTIAL AND PROPRIETARY
      Unauthorized use, disclosure or duplication is strictly prohibited.
<PAGE>

4.0        PRICES AND TAXES

4.1 Prices -- Your order will generally state the Product price. If it does not,
the price will be NCR's then-current published price in the country and currency
where the Products are installed less any applicable discount.  NCR may increase
your price if it increases its published price after it accepts your order,  and
your  order  specifies  delivery  more than 120 days  after  the price  increase
becomes effective. Also, price increases for Services or Software licensed for a
periodic fee will only apply to subsequent billing periods.

4.2 Taxes and Other Charges -- Unless  otherwise  stated,  Product prices do not
include:  delivery and installation  charges;  charges associated with preparing
your site;  and all taxes that relate to your  acquisition  or use of  Products,
including sales,  use, VAT and property (ad valorem) taxes,  other  governmental
charges and taxes,  and assessments  after audit. You agree to pay those charges
and taxes, except for taxes based on NCR's net income or franchise taxes. If you
qualify for tax  exemptions,  you must  provide NCR with  appropriate  exemption
documentation.

5.0      INVOICE, PAYMENT AND SECURITY INTEREST

5.1 Invoice and Payment -- NCR will invoice you (1) for  Equipment  and Software
-- after  shipment;  (2) for recurring  Services,  license fees and rental -- in
advance;  and (3) for non-recurring  Services -- after NCR provides them to you.
Payment is due on receipt of invoice. NCR reserves the right to charge late fees
stated on the invoice if it does not receive  payment  within 30 days. If you do
not pay after NCR  notifies  you of your  default,  NCR also may  repossess  the
applicable Products without waiving NCR's right to payment.

5.2 Security Interest -- NCR retains a purchase money security interest in each
Product that you purchase until you pay for it. You appoint NCR as your agent to
sign and file a financing statement to perfect NCR's security interest.


6.0      RENTAL
The Contract will specify the initial term for rented Equipment.  After the term
expires,  your rental will  continue on a month to month basis until you and NCR
agree to extend the term, or until you or NCR terminates the rental by giving 60
days advance written notice. When the rental charge includes maintenance and NCR
increases its  maintenance  charge for that type of Equipment,  NCR may increase
your rental  charge by a like amount.  Otherwise,  NCR may increase  your rental
charge only after the end of the specified  term. NCR owns rented  Equipment and
retains  the risk of loss or damage  except for loss or damage  which you cause.
You may not alter rented Equipment without NCR's prior written consent.


                                       24.
  MICROSTRATEGY INCORPORATED AND NCR CORPORATION CONFIDENTIAL AND PROPRIETARY
      Unauthorized use, disclosure or duplication is strictly prohibited.
<PAGE>

7.0          LICENSE TO USE SOFTWARE
7.1 Scope -- NCR grants you a  non-transferable,  non-exclusive  license to use
Software in object code form consistent with the terms of this Agreement. Unless
otherwise  agreed,  you may use the  Software  at any one time  only on a single
processing  unit of the class and model for which you  originally  licensed  it.
Your order may specify other or different license terms, concerning matters such
as the  number  of  users  or site  license  rights,  or you  and NCR may  agree
separately  in writing to those terms.  You may use source code only if we agree
to additional terms for it.

7.2 Fees -- NCR licenses  Software for either periodic or one-time license fees.
If your order does not  specify the type of fee,  it is a monthly  license  fee.
Your  payment of a one-time  fee  entitles  you to a perpetual  right to use the
Software subject to the terms of this Section 7.0.

7.3 Termination -- A Software license term begins when NCR delivers the Software
to you and  continues for the specified  term unless you or NCR  terminates  the
license as described  below or you violate your  obligations  under this Section
7.0.  You may  terminate  a periodic  license at any time by  providing  30 days
advance  written  notice.  NCR will refund the unapplied  portion of any advance
payment. One-time fees are not refundable.  NCR may terminate a periodic license
at the end of a billing  period by giving you at least 30 days  advance  written
notice.  When the license ends, you agree to immediately stop using the Software
and either  return  all copies to NCR or certify to NCR that you have  destroyed
them.

7.4 General -- You may not copy Software, or transfer,  disclose,  sublicense or
distribute it to any party without  NCR's written  consent.  NCR will consent to
your transfer of Software only to parties who sign the then-current  form of NCR
Master Agreement and pay any applicable fees. You must retain copyright  notices
and proprietary  legends on all copies of Software in your possession.  Software
remains the property of NCR or its licensors.  You will not take any steps, such
as reverse assembly or reverse  compilation,  to derive a source code equivalent
of the Software.

7.5 Other  Companies'  Software -- NCR may provide you with  Software that bears
the logo or copyright of another  company.  The license terms of this  Agreement
apply to that Software unless the Software is provided with a license  agreement
(including a  "shrink-wrap"  license) from the other company,  in which case the
terms of the other company's agreement apply.

8.0        WARRANTIES
8.1  Equipment  -- NCR  warrants  that  Equipment  will be free from  defects in
material and  workmanship and will conform to NCR Product  Specifications.  This
warranty  begins on delivery or, if applicable,  when NCR installs the Equipment
and continues  for 90 days unless the Contract or NCR's  policies at the time of
order specify a longer period. If you notify NCR during the warranty period that
Equipment does not comply with this  warranty,  NCR will repair the Equipment at
no charge under Section 10.1.

8.2 Software -- NCR warrants that Software will conform to NCR Product
Specifications. This warranty begins on delivery or, if applicable, when NCR
installs the

                                       25.
  MICROSTRATEGY INCORPORATED AND NCR CORPORATION CONFIDENTIAL AND PROPRIETARY
      Unauthorized use, disclosure or duplication is strictly prohibited.
<PAGE>

Software and continues for 30 days unless the Contract or NCR's policies at the
time of order specify a longer period. If you notify NCR during the warranty
period that Software does not conform to NCR Product Specifications, NCR will
correct the Software at no charge under Section 10.2. Except for defects in
media, NCR warrants only the first copy of Software that it provides to you.

8.3 Other  Companies'  Products -- NCR may provide you with  Products that bear
the logo or  copyright  of  another  company.  Notwithstanding  anything  within
Section  8.1 or 8.2,  if you receive  these  Products  with terms from the other
company  addressing  warranty or support,  the other company's terms apply,  and
unless specifically agreed NCR provides no warranty or support.

8.4 Services -- NCR warrants  that it will  provide  Services in a  professional
manner  consistent  with Section  10.0,  and any Contract,  and NCR's  published
policies in effect at the time Services are rendered.

8.5 Right to Refund

         8.5.1 NCR will use its best efforts during a warranty  period to repair
         Equipment  under Section 8.1 or correct  Software under Section 8.2. If
         NCR does not  succeed  within a  reasonable  time,  you may  return the
         defective  Product  and obtain a refund,  or you may accept the Product
         "as is."

         8.5.2 If NCR does not perform  Services  consistent with Section 8.4 or
         any Contract,  then if you provide  prompt notice NCR will use its best
         efforts  to  reperform  them.  If  NCR  cannot  successfully  reperform
         Services,  you may terminate the Contract,  and obtain a refund of your
         payments  to NCR for  those  Services.  Your  refund  for a fixed  term
         Services Contract will not exceed your payments for 12 months.

         8.5.3 In  addition  to the  warranties  described  above,  NCR may make
         commitments  to you in a  Contract  such as those  relating  to Product
         performance,  capability or the future availability of features. If NCR
         does not meet those  commitments,  you agree to notify NCR  promptly in
         writing.  If NCR is unable to correct the problem  within a  reasonable
         time and the Contract does not separately  address your  remedies,  you
         may return the Product and obtain a refund.  The refund will be reduced
         on the same  basis as you  depreciate  the  Product  in your  financial
         statements.  If you do not depreciate it, the refund will be reduced on
         a 5-year straight-line basis.

8.6 Title -- NCR warrants that title in Equipment will be clear except for NCR's
security interest.

8.7 Warranty  Services -- NCR will provide warranty  Services under its standard
policies in effect when it delivers the Products.  You may  separately  purchase
expanded warranty Services,  when available. If NCR designates that Products are
provided "as is," there is no warranty.

                                       26.
  MICROSTRATEGY INCORPORATED AND NCR CORPORATION CONFIDENTIAL AND PROPRIETARY
      Unauthorized use, disclosure or duplication is strictly prohibited.
<PAGE>

8.8 YOU ACCEPT  RESPONSIBILITY TO VERIFY THAT THE PRODUCTS YOU ACQUIRE WILL MEET
YOUR SPECIFIC REQUIREMENTS AND PERFORM AS WARRANTED.  EXCEPT AS SPECIFICALLY SET
FORTH IN THIS  AGREEMENT,  NCR  DISCLAIMS ALL  WARRANTIES,  EXPRESS AND IMPLIED,
INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY,  FITNESS
FOR A PARTICULAR  PURPOSE AND THOSE  ARISING FROM A COURSE OF DEALING.  NCR DOES
NOT WARRANT THAT PRODUCTS WILL OPERATE  UNINTERRUPTED OR ERROR FREE, OR THAT ALL
DEFICIENCIES,  ERRORS, DEFECTS OR NONCONFORMITIES WILL BE CORRECTED.  NCR HAS NO
WARRANTY OBLIGATION FOR THIRD PARTY PRODUCTS.

8.9 Exclusive Remedies - Your rights and remedies set forth in this Agreement or
a Contract are exclusive and in lieu of all other rights and remedies related to
any Contract or Product.


9.0 LIMITATIONS OF LIABILITY
9.1 NCR IS NOT LIABLE FOR ANY INDIRECT,  INCIDENTAL OR CONSEQUENTIAL OR PUNITIVE
DAMAGES,  OR FOR LOSS OF  PROFITS,  REVENUE  OR DATA,  WHETHER  IN AN  ACTION IN
CONTRACT, TORT, PRODUCT LIABILITY,  STATUTE OR OTHERWISE, EVEN IF ADVISED OF THE
POSSIBILITY OF THOSE  DAMAGES.  NCR WILL NOT BE LIABLE FOR DIRECT DAMAGES CAUSED
BY LATE  DELIVERY,  PRODUCT  DEFECT,  OR ANY OTHER  CAUSE  EXCEPT  AS  EXPRESSLY
PROVIDED  IN A  CONTRACT.  NCR HAS SET  PRICES  FOR ITS  PRODUCTS  BASED  ON THE
ALLOCATION OF RISKS SET OUT IN THIS AGREEMENT.

9.2 Maximum  Liability -- NCR's  liability  with respect to any Product will not
exceed the amount  that you paid NCR for that  Product  even if any term of this
Agreement fails of its essential purpose.

9.3 Personal  Injury and Property Damage --  Notwithstanding  any limitations in
this Section 9.0, NCR will be liable for personal  injury,  including death, and
for direct  damages up to  $1,000,000  per  occurrence  for  physical  damage to
tangible property, to the extent NCR's negligence caused that injury or damage.

10.0 SERVICES
10.1 Equipment Warranty and Maintenance Services

         10.1.1  During  the  term of an  Equipment  warranty  or  Contract  for
         Equipment maintenance Services, NCR will maintain the covered Equipment
         in accordance with this Section so that it complies with the warranties
         in  Section  8.1.  Unless  otherwise  stated,  the  initial  term  of a
         maintenance  Contract  is one  year and will  automatically  renew  for
         additional  one year terms unless you or NCR  terminate  it. You or NCR
         may terminate a contract for Equipment maintenance Services at any time
         by providing 30 days advance written notice.  On termination under this
         Section, NCR will refund the unapplied portion of any advance payment.

                                       27.
  MICROSTRATEGY INCORPORATED AND NCR CORPORATION CONFIDENTIAL AND PROPRIETARY
      Unauthorized use, disclosure or duplication is strictly prohibited.
<PAGE>

           10-1.2 NCR's  Equipment  warranty and  maintenance  Services  include
           Parts and labor during covered hours. NCR will charge separately for:
           (1) Supplies;  (2) service calls outside of the  applicable  scope of
           contracted Service or coverage hours; (3) service calls for Equipment
           that was in good operating condition at the time of the call; (4) use
           of specified types of Equipment above designated levels which NCR has
           communicated  to you.  NCR will  also  charge  separately  to  repair
           Equipment  which has failed due to: (5) an alteration to Equipment or
           Software  or  attachment  not  provided  by NCR,  approved  by NCR in
           writing or compatible with NCR's standard interfaces; (6) your use of
           Supplies or Third Party  Products  that are  defective or that do not
           meet NCR standards or specifications; (7) your negligence, misuse, or
           abuse;  (8) any third party's  negligent or intentional  acts; or (9)
           fire,  smoke,  water, or acts of God. Replaced parts become or remain
           NCR's property.

           10.1.3  At your  expense,  you must  maintain  the site of  Equipment
           consistent with NCR specifications, and you must provide safe working
           conditions  and   appropriate   utility   services  for   maintenance
           personnel.  When  Equipment is under  warranty or an NCR  maintenance
           Contract,  or is rented  under  Section 6.0 or is loaned to you under
           Section 11.0, you may not allow anyone other than NCR to maintain it.
           Before  accepting  a  maintenance  Contract,   NCR  may  inspect  and
           refurbish  at your  expense  Equipment  that is not  then  under  NCR
           maintenance or which anyone other than NCR has installed or serviced.
           You are  responsible  for  operating  your  Equipment,  for providing
           back-up  Equipment  and Services and for  safeguarding  all programs,
           data and funds.

           10.1.4 If NCR provides  Services for Third Party  Products,  NCR will
           maintain those products in good operating  condition  during the term
           of  the  Contract  for  those  Services.  NCR  will  not  assume  the
           manufacturer's  warranty obligations or make modifications  specified
           by the manufacturer unless otherwise agreed in writing.

10.2     Software Services

          10.2.1 During the term of a Software warranty or Contract for Software
          Services,  NCR will:  (1)  provide  telephone  access  to NCR  support
          resources to assist in resolving Software problems;  (2) notify you of
          available  Software  updates;  and  (3)  distribute  updates  at  your
          request.  Unless otherwise stated,  the initial term of a Contract for
          Software  Services  is one  year  and  will  automatically  renew  for
          additional  one year terms unless you or NCR  terminate it. You or NCR
          may terminate a Software Services Contract at any time by providing 30
          days advance written notice.  On termination  under this Section,  NCR
          will refund the unapplied portion of any advance payment.

         10.2.2 NCR will provide  Software  Services for the most recent release
         and the prior release of covered  Software.  Software  Services for the
         prior  release may not include  updates or code level  fixes.  When you
         order Software  Services,  you must order the same level of service (to
         the extent available) for all interdependent  Software operating on the
         same Equipment. If you have licensed

                                       28.
  MICROSTRATEGY INCORPORATED AND NCR CORPORATION CONFIDENTIAL AND PROPRIETARY
      Unauthorized use, disclosure or duplication is strictly prohibited.
<PAGE>

             multiple  copies  of the same  Software,  you must  order  Software
             Services for each copy used at the same location.

             10.2.3 To permit NCR to provide Software Services, upon request you
             agree to assist in isolating Software  problems.  You also agree to
             provide  modems and  telephone  lines for NCR to access your system
             remotely, to install and test all fixes and updates, and to perform
             other actions reasonably requested by NCR.

  10.3 Other  Services -- This  Agreement  applies to other  Services  which NCR
  offers,  including  systems  integration,  installation,  custom  programming,
  training  and  time-and-materials  Equipment  and  Software  Services.  Unless
  otherwise  stated in a Contract,  you are  responsible  for  implementing  and
  operating Products.

  10.4  Custom and  Modified  Software  -- A Contract  may require NCR to create
  custom Software or modify licensed  Software for you. On your payment in full,
  you will own the copyright in that custom Software or those modifications, but
  NCR  will  retain  a  perpetual,   royalty-free,   worldwide,   non-exclusive,
  transferable license to possess, copy, use, modify, disclose,  distribute, and
  sublicense that custom Software or those  modifications  without  restriction.
  Your ownership of the copyright in  modifications  to Software does not affect
  your obligations for the unmodified portions of Software licensed from NCR.

11.0   PRODUCT EVALUATION
  NCR may loan  Products to you for your  evaluation.  You and NCR will agree in
  advance on: (1) the length of the evaluation  period;  (2) prices if you elect
  to acquire the Products; (3) the post evaluation warranty periods, if any; and
  (4) who will bear related  costs of freight,  installation/deinstallation  and
  maintenance.  The evaluation  period will begin when NCR delivers the Products
  to you.  At the end of the  evaluation  period,  you will  make  the  Products
  available  for return to NCR, or NCR will  invoice you for the Products at the
  agreed prices.  You agree not to move the Products to another  location during
  the evaluation  without NCR's consent.  DURING YOUR  EVALUATION,  PRODUCTS ARE
  FURNISHED  TO YOU "AS IS." IF YOU ARE  DISSATISFIED  WITH THEM FOR ANY REASON,
  YOUR EXCLUSIVE REMEDY WILL BE NCR'S REMOVAL OF THE PRODUCTS FROM YOUR SITE.

12.0   DEFENSE OF INFRINGEMENT CLAIMS

  You will  notify  NCR  immediately  after  you  become  aware of any  claim or
  threatened claim of infringement  involving  Products.  NCR will defend at its
  expense  any claim or suit  brought  against  you  alleging  that any  Product
  infringes a United States  patent,  copyright or trade secret and will pay all
  costs and damages finally  awarded,  if you give NCR (1) prompt written notice
  of the claim; (2) all requested  information that you possess about the claim;
  (3) reasonable cooperation and assistance; and (4) sole authority to defend or
  settle the claim.  In the defense or settlement  of the claim,  NCR may obtain
  for you the right to  continue  using the  Product  or  replace  or modify the
  Product  so that it  becomes  non-infringing.  If NCR is unable to  reasonably
  secure those remedies, as a last resort NCR will refund the purchase price for
  infringing Equipment and refund one-time license fees for infringing Software.
  NCR will reduce any such
                                      29.
MICROSTRATEGY INCORPORATED AND NCR CORPORATION CONFIDENTIAL AND PROPRIETARY
Unauthorized use, disclosure or duplication is strictly prohibited.
<PAGE>

  refund on the same basis as you  depreciated  the  infringing  Product in your
  financial statements.  If you do not depreciate it, the refund will be reduced
  on a 5-year  straightline  basis.  NCR is not obligated to indemnify you under
  this  Section if the alleged  infringement  is based on the use of the Product
  with other products not furnished directly by NCR, or on NCR's compliance with
  any  designs,  specifications  or  instructions  provided by you, or if anyone
  other than NCR has  modified the  Product.  This  Section  states NCR's entire
  liability for infringement of patents,  copyrights,  trade secrets,  and other
  intellectual property rights.

  13.0  THIRD PARTY PRODUCTS
  NCR is not  responsible  for Third Party  Products,  even if NCR  assisted in
  evaluating or selecting  them.  The failure of Third Party  Products or their
  suppliers will not affect your obligations to NCR.


  14.0  TERMINATION
  14.1  Voluntary  Termination -- This Agreement will remain in effect until you
  or NCR terminate it on 30 days advance  written  notice.  Termination  of this
  Agreement will not terminate any existing Contract.

  14.2 Bankruptcy -- You or NCR may terminate any current Contracts if the other
  party files for protection  under the  bankruptcy  laws or makes an assignment
  for the benefit of creditors,  or if a trustee or similar officer is appointed
  for the other party or its assets.

  15.0  MEDIATION AND ARBITRATION

  15.1 "Dispute" means any controversy or claim between you and NCR. It includes
  controversies  or C1aims  that are  related  directly  or  indirectly  to this
  Agreement,  any Contract or any Product,  whether based on contract,  statute,
  tort, fraud, fraudulent inducement,  misrepresentation,  intellectual property
  rights,  antitrust laws, competition laws, or other legal or equitable theory,
  whenever  brought,  between you and NCR or any of NCR's or your  employees  or
  agents or affiliates.

  15.2  Mediation -- NCR and you agree to use good faith  efforts to resolve any
  Dispute promptly and fairly. If NCR and you are unable to resolve a Dispute by
  negotiation,  both  parties  agree  to  submit  it  to  non-binding  mediation
  conducted by a mutually  selected  mediator or, at the option of either party,
  by the American Arbitration Association ("AAA").

  15.3  Arbitration -- If a Dispute  submitted to mediation is not  successfully
  resolved,  it shall be subject to binding  arbitration  under the then-current
  rules and  supervision  of the AAA.  The  Federal  Arbitration  Act,  9 U.S.C.
  Sections 1 to 16, not state law, will govern the  arbitrability of all claims.
  A  single  arbitrator  who  is  knowledgeable  in  business   information  and
  electronic  data  processing   systems  will  conduct  the  arbitration.   The
  arbitrator's  decision and award will be final and  binding,  and either party
  may enter it in any court  with  jurisdiction.  The  arbitrator  will not have
  authority to award punitive or other non-compensatory damages to either party.
  The arbitration will be held in the city where the AAA regional office closest
  to your headquarters is located. Each party will

                                       30.
  MICROSTRATEGY INCORPORATED AND NCR CORPORATION CONFIDENTIAL AND PROPRIETARY
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<PAGE>

bear its own attorney's fees and related costs  associated with the arbitration.
NCR and you will pay all other  costs and  expenses  of the  arbitration  as the
rules of the AAA provide.

15.4 Court Proceedings -- Except as permitted in this Section, neither party (or
its employees, agents, officers,  directors, and affiliates) may bring a case in
court. If NCR or you disregards this  restriction,  files a court case and fails
to dismiss it promptly upon being  notified of this  provision,  that party will
pay the other party's costs and expenses,  including  attorney's fees,  incurred
after the notice in defending the court case. NCR retains the right to obtain an
injunction in court to prevent your misuse of its intellectual properties.

15.5 Two Year  Limitation  --  Neither  you nor NCR may  bring a claim or action
arising  out of or related to this  Agreement,  including  any claim of fraud or
misrepresentation, more than two years after the cause of action accrues.

15.6 Substitute  Products -- Your  acceptance of refunds or substitute  Products
under this Agreement  waives all claims relating to the  nonperforming  Products
involved.


16.0  GENERAL
16.1 Effective Date,  Modification,  Non-Waiver and Assignment -- This Agreement
applies to all  Products  that NCR provides to you directly or through a leasing
company.  The cover page of this Agreement  specifies the effective date. If the
date is left blank, the date NCR signs this Agreement or first provides Products
to you is the effective  date. No modification of this Agreement or any Contract
will  be   effective   unless  it  is  in  writing  and  signed  by   authorized
representatives of both you and NCR. Failure to enforce any Contract term is not
a waiver of future  enforcement  of that or any other term.  Neither you nor NCR
may assign this Agreement,  a Contract,  or its rights or obligations under them
without the  express  written  consent of the other,  except NCR may assign this
Agreement or a Contract to an affiliate  and may use  Subcontractors  to fulfill
its obligations.

16.2  Supplements  -- NCR may from time to time  communicate to you policies and
procedures that  supplement but do not modify the terms of this Agreement,  such
as relating to Software or Services.

16.3  Notices -- NCR will send notices to you at the address on the face of this
Agreement,  and you will send  notices  to NCR at its local  district  office or
other designated address.

16.4 Geographic  Scope -- This Agreement  applies only to Products in the United
States and does not  obligate  NCR to provide  Products,  including  warranty or
maintenance Services, outside the United States. If you want to do business with
NCR  internationally,  please contact your NCR account  representative,  and NCR
will provide you with supplemental  terms to this Agreement.  You may not export
Products without appropriate approvals from the U.S. and foreign government.

                                       31.
MICROSTRATEGY INCORPORATED AND NCR CORPORATION CONFIDENTIAL AND PROPRIETARY
Unauthorized use, disclosure or duplication is strictly prohibited.
<PAGE>

16.5  Force  Majeure  -- Neither  party is liable  for  failing  to fulfill  its
obligations  due to  acts of God,  civil  or  military  authority,  war,  riots,
strikes,  fire, or other causes beyond its reasonable  control,  except for your
obligation to make payments.

16.6 Choice of Law -- New York law governs this  Agreement,  except for its laws
regarding  choice of law and as stated  in  Section  15.3;  the  United  Nations
Convention on Contracts for the International Sales of Goods does not apply.

THIS  AGREEMENT  TOGETHER WITH ANY CONTRACTS  INCLUDING IT SETS FORTH THE ENTIRE
AGREEMENT WITH RESPECT TO YOUR ACQUISITION OF PRODUCTS FROM NCR. YOU ACKNOWLEDGE
THAT YOU HAVE READ AND UNDERSTAND THE TERMS OF THIS AGREEMENT.

Executed on your behalf by:                      NCR CORPORATION

----------------------                           -----------------------
Authorized Signature                             Authorized Signature

----------------------                           -----------------------
Printed Name                                     Printed Name



                                       32.
MICROSTRATEGY INCORPORATED AND NCR CORPORATION CONFIDENTIAL AND PROPRIETARY
Unauthorized use, disclosure or duplication is strictly prohibited.
<PAGE>

            ADDITIONAL TERMS TO COVER LICENSING OF THE MICROSTRATEGY
                             PRODUCTS ("SUPPLEMENT")
                           BETWEEN NCR CORPORATION AND
                                  MICROSTRATEGY

           These terms made and entered into as of __________1998, by and
  between NCR Corporation ("NCR"), a Maryland corporation with its principal
  place of business at 1700 S. Patterson Boulevard, and _______________("you"),
  a ____ corporation with its principal place of business at____________, I
  hereby supplement the NCR Corporation Agreement dated _______________ between
  NCR and you ("Agreement"). In the event of a conflict between any provision of
  the Agreement and any provision of this Supplement as it relates to the
  MicroStrategy Software, the provision of this Supplement shall prevail. Unless
  otherwise defined in this Amendment, capitalized terms in this Supplement
  shall have the same meaning as in the Agreement.

  1.  With respect to the MicroStrategy Software, NCR Product Specifications
      means the MicroStrategy user documentation.

  2.  Software includes any software NCR licenses or sublicenses to you.

  3.  Third Party Products are licensed or sublicensed to you by a party other
      than NCR.

  4.  Notwithstanding anything stated in the Agreement or Supplement,
      MicroStrategy does not provide title to the MicroStrategy Software.

  5.  MicroStrategy Software licensed under the Agreement and this Supplement
      may be used only for internal business purposes and only in connection
      with the Teradata Server. Any other use of the MicroStrategy Software
      licensed under this Supplement and the Agreement is prohibited. Third
      parties may not access the MicroStrategy Software, except for contractors
      providing services to you under contract with you.

  6.  You may not copy or internally transfer  MicroStrategy Software except for
      routine back-up procedures or in the event of a computer malfunction.

  7.  Even if any MicroStrategy Software is provided with a shrink-wrap license,
      the  Agreement  and  this   Supplement   applies  and  the   MicroStrategy
      shrink-wrap license shall be of no force and effect.

  8.  Notwithstanding anything stated in the Agreement or Supplement,
      MicroStrategy makes no warranty to you regarding the MicroStrategy
      Software.

  9.  MICROSTRATEGY SHALL NOT BE LIABLE TO YOU FOR ANY DAMAGES OF ANY KIND,
      WHETHER DIRECT OR INDIRECT, ARISING FROM USE OF THE MICROSTRATEGY
      SOFTWARE.

 10.  Notwithstanding anything else in the Agreement or this Supplement to the
      contrary, you may not assign licenses for any MicroStrategy Product to any
      third parties without MicroStrategy's prior written consent,

                                      33.
  MICROSTRATEGY INCORPORATED AND NCR CORPORATION CONFIDENTIAL AND PROPRIETARY
      Unauthorized use, disclosure or duplication is strictly prohibited.
<PAGE>

11.  You agree to comply with all applicable US export laws and restrictions.

12.  You agree to use a commercially reasonable degree of care not to disclose
     the Microstrategy Software or associated documentation or any material
     marked with MicroStrategy Confidential and Proprietary' or any similar
     legend to any third parties other than contractors who are providing
     services to you under contract with you. You agree that you will not,
     directly or indirectly, use any such information to create any computer
     software program or user documentation that is substantially similar to any
     MicroStrategy software program or user documentation. You agree that you
     will notify MicroStrategy promptly of any unauthorized disclosure of any
     such information, and that you will provide reasonable assistance to
     MicroStrategy, at MicroStrategy's expense, in the investigation and
     prosecution of any unauthorized disclosure. You agree not to disclose the
     results of any benchmark tests run on any MicroStrategy Software to any
     third party without MicroStrategy's prior written consent.

13.  NCR warrants from the date of delivery of the Software to you until June
     30, 2001 that the unmodified MicroStrategy Software will be Year 2000
     Qualified, as such term is defined in the document entitled NCR Year 2000
     Qualification Requirements, provided that all year date data presented to
     the MicroStrategy Software for processing is in a four (4) digit format,
     and provided that NCR makes no warranty with respect to any such failure or
     incorrect result that may arise due to: (i) the quality of the data
     processed with the MicroStrategy Software; (ii) the effect of other
     software not licensed by NCR to you or developed by NCR for you; or (iii)
     the use of the MicroStrategy Software in an operating environment or on a
     platform not specified by NCR.

14.  The MicroStrategy Software is provided to you on a "Named User License"
     basis. "Named User License" means a license to use a MicroStrategy Software
     product, or a bundle of MicroStrategy Software products, under which only
     one (1) Named User may access the MicroStrategy Software product, or the
     MicroStrategy Software products included in the bundle. A "Named User"
     shall mean an individual to whom you have assigned an identification number
     for purposes of tracking use of a MicroStrategy Software product, or bundle
     of MicroStrategy Software products. If and when a Named User no longer has
     access to a MicroStrategy Software product, or bundle of MicroStrategy
     Software products, an alternate user may assume the initial Named User's
     identification number and use the MicroStrategy Software product, or bundle
     of MicroStrategy Software products, in place of the initial Named User.


         EXCEPT AS AMENDED AND MODIFIED hereby, the Agreement shall otherwise
remain in full force and effect, the parties hereto hereby ratifying and
confirming the same.

         IN WITNESS WHEREOF, NCR and __________________ have caused this
Supplement to be duly executed as of the day and year first above stated.

                           [Signature Page to Follow]


                                       34.
  MICROSTRATEGY INCORPORATED AND NCR CORPORATION CONFIDENTIAL AND PROPRIETARY
      Unauthorized use, disclosure or duplication is strictly prohibited.
<PAGE>

<TABLE>
<S>                                                           <C>
NCR Corporation                                               MicroStrategy Incorporated
1700 South Patterson Boulevard                                8000 Towers Crescent Drive
Dayton, Ohio 45479                                            Vienna, VA 22182

BY:_________________________                                  BY:_________________________

PRINTED NAME: _____________                                   PRINTED NAME:_____________

TITLE:_______________________                                 TITLE:______________________

DATE:_______________________                                  DATE:______________________
</TABLE>


                                       35.
MICROSTRATEGY INCORPORATED AND NCR CORPORATION CONFIDENTIAL AND PROPRIETARY
Unauthorized use, disclosure or duplication is strictly prohibited.
<PAGE>

                                    Exhibit E
                     SOFTWARE SUPPORT SERVICES TO END USERS

OEM shall be responsible for providing front-line support to End Users. Front-
line support shall be provided by employees in OEM's Manned Support Centers,
working in consultation with OEM developers who have completed the Certification
Program. Front-line support shall include:

o   Acting as the point of contact for End User  requiring  support in their use
    of the  OEM  Solution
o   Assisting  End  Users  with  installation  of the OEM Solution
o   Creating and maintaining problem databases
o   Isolating problems
o   Identifying  whether  problems  arc  caused  by OEM  components  of the  OEM
    Solution (templates, reports or software) or MicroStrategy components of the
    OEM Solution (the Products)
o   Resolving  problems  caused  by the  MicroStrategy  components  of  the  OEM
    Solution  when such problems are  documented  in problem  databases and when
    otherwise  possible  through the  exercise  OEM of  commercially  reasonable
    efforts
o   Contacting the MicroStrategy, the technical support group regarding problems
    caused by the  MicroStrategy  components  of the OEM  Solution  that are not
    documented  in the problem  databases  or otherwise  resolvable  through the
    exercise  by  OEM  of  commercially   reasonable   efforts,   and  supplying
    MicroStrategy  with  sufficient   information  to  enable  MicroStrategy  to
    duplicate or identify  the problem by whatever  method the parties deem most
    expedient.  OEM communication with  MicroStrategy's  technical support group
    shall be  through  technical  support  liaisons  appointed  by OEM.  OEM may
    appoint up to two (2) technical  support  liaisons from each of its four (4)
    regional Manned Support  Centers.  Hereinafter,  such  individuals  shall be
    referred to as "Liaisons."
o   Distributing Updates

MicroStrategy  shall be responsible  for providing  back-end  support to the End
Users through the Liaisons.  The Liaisons shall be the interface to the End User
throughout  the back-end  support  process.  Back-end  support  shall consist of
answering  questions  regarding  use  of  the  Products,  troubleshooting,   and
exercising  commercially  reasonable  efforts  to  resolve  those  problems  not
resolved by OEM in the provision of frontline support that cause a MicroStrategy
product to fail to operate in substantial  conformance  with the  Documentation.
Back-end  support  shall not  include  services  which,  in the usual  course of
MicroStrategy's  business,  are provided to customers  as  consulting  services.
Back-end  support  shall  include  the  provision  to OEM of all  Updates to the
products.

MicroStrategy  shall make  commercially  reasonable  efforts to comply  with the
following  guidelines  when  involved in problem  resolution.  Time  measurement
begins when OEM first contacts MicroStrategy. Time frames are stated in business
days.  If OEM is  dissatisfied  with  resolution  time,  OEM  may  escalate  the
priority,   level  of  an  issue  by  following   the  procedure  set  forth  in
MicroStrategy's Technical Support Policies and Procedures.
<TABLE>
<CAPTION>
Priority Level             1 Critical                2 Urgent                   3 Routine
--------------             ----------                --------                   ---------
<S>                        <C>                       <C>                        <C>
Priority Level Definition  A problem that critically A problem that impacts     A minor problem that
                           impacts the customer's    the customer's ability to  minimally impacts the
                           ability to do business. A do business, the severity  customer's ability to do
                           significant number of     of which is significant.   business.  Also includes
                           users of the system       The problem may be         questions and/or general
                           and/or network are        repetitive in nature.  A   consultation.
                           unable to perform their   function of the system.
                           tasks as necessary.  The  network or products is
                           system and/or network     impacted.
                           is down or severely
                           degraded.

Initial Response to OEM    2 hours                   4 hours                    48 hours

Status Updates to OEM      As status changes or      As status changes or       As status changes or
                           daily.                    daily.                     daily.
</TABLE>

                                       36.
<PAGE>

MicroStrategy  shall make back-end  support  available  Monday through Friday on
non-holidays between the hours of 9:00 a.m. and 7:00 p.m. EST (9:00 a.m. through
5:00 p.m. GMT). At such time as MicroStrategy generally offers technical support
on a seven (7) day per week, twenty-four (24) hour per day basis.  MicroStrategy
shall offer such support to OEM under the same terms and  conditions  as it does
to its other partners and customers.

The telephone number for MicroStrategy's technical support group is 703 848 8700
in the United States and 44 181 9562400 in London.  MicroStrategy may change the
foregoing telephone numbers upon one (1) week's notice to OEM.

MicroStrategy  will  provide  the  support  outlined  herein for any  particular
version  of a Product  for up to twelve  (12)  months  from the date of  general
availability for a new version of such Product.

If either party fails to perform its  obligations  as set forth in this Exhibit,
it shall be considered to have breached the Agreement, and the other party shall
be entitled to seek the remedies set forth in the Agreement.

MicroStrategy  will provide OEM with four (4) copies of Documentation for use in
supporting end users at no additional charge.


                                       37.
<PAGE>

                                    Exhibit F

               NCR YEAR 2000 QUALIFICATION REQUIREMENTS DEFINITION

  Meaning of "Year 2000 Qualification"
  The purpose of this document is to provide our customers, partners, suppliers,
  and employees a definition  for NCR products  that are "Year 2000  Qualified."
  Throughout the industry, the term "year 2000 compliance" remains ambiguous and
  this  document  is our  attempt  to  place  our  stake in the  sand.  To avoid
  confusion with less precise  descriptions of the year 2000 issue, NCR uses the
  term "Year 2000 Qualified" to identify products which meet our definition.  We
  anticipate that this document will evolve over time as more information  about
  the requirements and testing are known.

  I. As used by NCR,  "Year 2000  Qualification"  means that an NCR  product has
  been  reviewed to confirm  that it stores,  processes  (including  sorting and
  performing mathematical operations),  inputs, and outputs data containing date
  information  correctly  regardless of whether the data contains  dates before,
  on,  or  after  January  1,  2000.  NCR  products  which do not  perform  date
  manipulation,  and which do not alter any date  information that flows through
  them, are also considered Year 2000 Qualified.

  II.    Specifically:
  Dates before,  on or after January 1, 2000 may be interpreted and stored using
  either  "FORMAT"  or  "CONVENTION"  techniques.  As used by  NCR,  "Year  2000
  Qualification" means that the FORMAT technique is used. However, Qualification
  by  CONVENTION  may be used in  circumstances  where  compliance  by FORMAT is
  impractical,  or  where  CONVENTION  is  required  to meet  specific  external
  interface requirements;  in that case the convention used must be specifically
  documented. "FORMAT" and "CONVENTION" have the following definitions:

         FORMAT: All dates are stored, processed, input, and output in formats
         that preserve century, decade, and year information.

         CONVENTION:  Dates  are  stored,  input,  or  output  in a format  that
         preserves only decade and year information, but are processed through a
         "sliding window" calculation. For example, if the year is 00 to 70, add
         2000,  and if the year is 71 to 99,  add  1900.  There  is no  industry
         standard  for  the  "cut-off"  date  used  in  such  calculations,  and
         therefore interfaces may not work correctly between programs or systems
         using different  conventions.  Any NCR product achieving  Qualification
         through CONVENTION must clearly document the cut-off date and any other
         necessary  information  relating to the bridging calculation used. This
         documentation  must be included in the product's  entry in the NCR Year
         2000 Qualification List.

III. Leap Year
  The year 2000  itself must be  correctly  processed  as a leap year.  In other
  words,  the two days following  February 28, 2000 must properly be interpreted
  as Tuesday, February 29, 2000, and Wednesday, March 1, 2000.

IV.  Display

                                      38.
<PAGE>

  Any  display  of a date,  whether  on  screens  or in  reports,  should  use a
  four-digit year (YYYY).  However,  if two-digit  display of a date is commonly
  accepted and does not cause confusion,  the year field may be displayed as two
  digits.

  V. Firmware and Hardware

  Any  firmware,  hardware,  or  networking  component in a Year 2000  Qualified
  computer platform must process dates in accordance with this Definition.

  VI. System Integration

  Year 2000  Qualification  extends only to the specific  product  configuration
  tested,  and does not include other software,  firmware,  or hardware products
  which may be used in  conjunction  with the tested  configuration.  For an NCR
  product configuration consisting of multiple components to be considered "Year
  2000  Qualified," each constituent  component,  regardless of vendor,  must be
  "Year 2000 Qualified" in accordance with this Definition,  and the system as a
  whole must be tested  for Year 2000  Qualification.  "Constituent  components"
  include all software (including  operating systems,  programs,  packages,  and
  utilities),   firmware,  hardware,   networking  components,  and  peripherals
  provided by NCR as part of the configuration.

  The Year 2000 status of third party products not provided by NCR is beyond the
  scope of this Definition.

  VII.  Contracts
  All contracts with vendors for products to be used in the computer  system or
  platform   MUST  state  that  Year  2000   Qualification   is  a  performance
  requirement, with appropriate remedies for non-performance.

  VIII. Year 2000 Product Qualification Requirements
  All of the following  questions  must be answered as indicated or "NA" for any
  NCR product to be identified as "Year 2000  Qualified."  Any  deviations  from
  these  responses  must be  specifically  documented,  and an exception must be
  noted in the product's entry in the NCR Year 2000 Qualification List.

                                       39.
<PAGE>

                           DATE MANIPULATION QUESTIONS
<TABLE>
<CAPTION>
                                                                                             NA    No      Yes
<S>                                                                                          <C>   <C>     <C>
      Does the product:
1.    Use December 31, 1999 as a regular end of year without special meaning?                               X
2.    Treat September 9, 1999 as a regular day with no special meaning?                                     X
3.    Do any of the following date field manipulation?                                              X
4.       *  99 indicates last record                                                                X
5.       *  00 to indicate a null record                                                            X
6.       *  99 and 00 default values                                                                X
7.       *  Special interpretations of 00                                                           X
8.       *  Hard coded 19 in 4-digit year field                                                     X
9.       *  Separate manipulations of century digits                                                X
10.   Include any license date expiries associated with the end of 1999?                            X
11.   Use dates in name constructions?                                                              X
12.   Mix date data and control information in commands or flags which are interpreted
      as one or the other depending on their values?                                                X
13.   Use a date as part of the key of an indexed file?                                             X

                           YEAR AND CENTURY QUESTIONS

       Does the product:
1.     Recognize 2000 as a leap year?                                                                       X
2.     Allow itself to be set to any date after 12/31/99 including 02/29/2000?                              X
3.     Indicate the correct day, date and time when the following test is performed:
       With the date set to 12/31/99, power the product off and then back on when the
       time will be in 1/1/2000.                                                                            X
4.     Indicate the correct day, date and time when the following test is performed:
       With the date set to some time after 1/1/2000, power the product off and back on.                    X
5.     Display the date correctly as 2/29/00 when the following test is performed:
       With the date set to 2/28/2000, power the product off, and then back on when the
       next day has been reached.                                                                           X
6.     Treat January 1, 2000, a Saturday?                                                                   X
7.     Treat February 29,2000, a Tuesday?                                                                   X
8.     Treat March 1, 2000, a Wednesday?                                                                    X
9.     Treat February 28, 2001, a Wednesday?                                                                X
10.    Treat March 1, 2001, a Thursday?                                                                     X

                          DATA BASE ACCESS AND STORAGE

       Does the product:
1.     Code all years as in a manner that preserves century, decade, and year information?                  X
2.     Correctly perform all of the following manipulations across the century boundary?                    X
3.                 *  Computations of time spans, due-dates, etc.                                           X
4.                 *  Sorting of data                                                                       X
5.                 *  Selections based on key fields                                                        X
6.                 *  Selections based on non-key fields                                                    X
</TABLE>
                                       40.
<PAGE>

<TABLE>
<CAPTION>
                           OS & APPLICATION QUESTIONS
                                                                                             NA     No     Yes
<S>                                                                                          <C>    <C>    <C>
       Does the product:
1.     Display the year as an unambiguous value with a minimum of two digits?                               X
2.     Correctly handle data before 1/1/2000, on 1/1/2000 and after 1/1/2000 with the
       system clock set to today's date?                                                                    X
3.     Correctly handle data before 1/1/2000, on 1/1/2000 and after 1/1/2000 with the
       system clock set to 1/1/2000?                                                                        X
4.     Correctly handle data before 1/1/2000, on 1/1/2000 and after 1/1/2000 with the
       system clock set to after 1/1/2000?                                                                  X
5.     Correctly handle data before 1/1/2000, on 1/1/2000 and after 1/1/2000 with the
       system clock set to 12/31/1999?                                                                      X
6.     Correctly process dates with the system clock set to 12/31/1999 and processing
       allowed to continue across the century boundary?                                                     X
7.     Correctly handle date comparisons where one date is not greater than 12/31/1999
       and the other Date is not less than 1/1/2000?                                                        X
8.     Use a sliding window for year calculations?                                                  X
9.     Contain a date format that does not preserve century information?                            X
10.    Create and/or store data in files or log files, or generate reports that do not
       preserve century Information in date fields?                                                 X
11.    Use a 32 bit incrementing signed value for date and time?                                    X
12.    Correctly set and maintain the century digits in the real time clock, if the product
       uses "AT"-class PC's (286 through  Pentiums and clones),  does the operating system
       or your system  software  correctly  set and  maintain  the  century  digits in the
       real-time-clock?                                                                             X
13.    Correctly  handle  all time  interval  calculations  based  on the  century
       transition - both looking back into the past, and looking  forward into the
       future?                                                                                              X
14.    Correctly handle future time interval calculations the span the century transition?                  X
15.    If required, correctly handle date and time interval calculations based on the use
       of data previously stored by the product or previous versions of the product?                        X
16.    Dependent on other products being Year 2000 Qualified in order to attain Qualification?
       (Describe below)                                                                                     X
17.    Formally tested for year 2000 Qualification?                                                          X
</TABLE>

                                      41.
<PAGE>

                                    Exhibit G

                          TERADATA VERSION REQUIREMENTS

  MicroStrategy  intends to  implement  and  Commits to track the  evolution  of
  relevant Microsoft standards and interfaces in the OLAP environment, including
  OLE DB for OLAP (ODBO) and MDX.

  MicroStrategy  agrees to track the evolution of relevant Meta Data  standards,
  specifically,  those defined by the Meta Data Coalition,  and those defined by
  the Object Management Group.

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


                                       42.
<PAGE>

                                    Exhibit H

                               MICROSTRATEGY MARKS

                                       43.
<PAGE>

                                    Exhibit I

          STANDARD STPATEGY.COM AND TELECASTER VOICE BUREAU ACREEMEENTS


                                   44.
<PAGE>

                                   Exhibit J

                       CERTIFIED AND SUPPORTED LANGUAGES



                                      45.