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                                                                    Exhibit 10.8

                       MASTER LEASE AGREEMENT NO.  VAC180

 This Master Lease Agreement dated and effective as of November 1, 1999 between
 MLC Group, Inc., a Virginia corporation with it's principal office at 400
 Herndon Parkway, Herndon, Virginia 20170 (the "Lessor") and MicroStrategy
 Incorporated with its principal office at 8000 Towers Crescent Drive, Vienna,
 Virginia 22182 (the "Lessee").

                              TERMS AND CONDITIONS

 1.  Master Lease Definitions

 Asset(s).  All of the personal property, including hardware, software or
 licensed products, services, and/or maintenance listed on any Schedule.  When
 Asset(s) refers to software licensed to Lessee it shall be understood that said
 software shall continue to be owned by licensor as set forth in the applicable
 software license agreement.

 Commencement Date.  The date(s) Lessee's obligation to pay Rent begins, which
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 will be the Date of Acceptance for each Asset.
 Initial Schedule Term.  The period initially agreed to constitute the lease
 ---------------------
 period as set forth in the Schedule.

 Lessee.  Lessee shall be defined as MicroStrategy Incorporated and/or any
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 Participating Affiliate and Participating Subsidiary provided that
 MicroStrategy Incorporated will be responsible for all obligations.
 Participating Affiliate and Participating Subsidiary shall be defined as an
 affiliate or subsidiary of MicroStrategy Incorporated that orders or possesses
 Assets that are covered by this lease.

 Schedule Term.  For each Schedule shall include the Initial Schedule Term and
 -------------
 any Renewal Schedule Terms.
 Renewal Schedule Term.  Any period subsequent to the Initial Schedule Term.
 ---------------------
 Rent.  The payment by Lessee to Lessor of money for the lease of the Asset(s)
 ----
 covered by the Schedule.
 Schedule.  The document specifying the Asset(s), Rent payments, casualty
 --------
 values, Lessor's costs and other information.

 2.  Schedules.  Lessor agrees to lease to Lessee, and Lessee agrees to lease
 from Lessor, subject to the terms and conditions of this Master Lease
 Agreement, the Asset(s) described in each Schedule. Each Schedule constitutes a
 separately assignable agreement between the parties and incorporates in full
 the terms and conditions of this Master Lease Agreement.  Timely receipt of
 this Master Lease Agreement, each Schedule and all related documents is of the
 essence.  If a Schedule is not returned, duly executed by Lessee, within
 fifteen (15) days of Lessee's receipt thereof, Lessor may declare the Schedule
 in default or Lessor may adjust the Rent in order to maintain Lessor's
 originally anticipated rate of return.

3.   Term of Master Lease Agreement and Schedules.
     (a) The term of this Master Lease Agreement commences on the execution date
     hereof and continues until (i) the obligations of Lessee under every
     Schedule are fully discharged and (ii) either party provides ninety (90)
     days prior written notice of termination.
     (b) The Initial Schedule Term for each Schedule shall be as set forth
     thereon. Until either party provides the other with prior written notice of
     termination, Renewal Schedule Terms of each Schedule shall extend
     automatically, at the Rent last in effect, for successive three-month terms
     beyond the expiration of the initial Schedule Term. All such terminations
     are effective only (i) following written notice received not less than
     ninety (90) days prior to the end of the Schedule Term, (ii) on the last
     day of the Initial Schedule Term or Renewal Schedule Term then in effect
     and (iii) with respect to Individual Whole Units, as defined in Section
     12(c) hereunder, under a Schedule. Notice of termination by Lessee may not
     be revoked without Lessor's consent.

4.   Rent; Non-Abatement; Late Payments.
     (a) As Rent for the Asset(s), Lessee shall pay Lessor the amounts on the
     due dates set forth in the Schedule regardless of receipt of invoices
     therefore but in any event not prior to the Commencement Date.
     (b) Each Schedule is a net lease and except as specifically provided
     herein, Lessee shall be responsible for all costs and expenses arising in
     connection with the Schedule or Asset(s). Lessee acknowledges and agrees
     that its obligation to pay Rent and other sums payable thereunder, and the
     rights of Lessor and Lessor's assigns, shall be absolute and unconditional
     in all events, and shall not be subject to any abatement, reduction
     set-off, defense, counterclaim or recoupment due or alleged to be due by
     reason of any past, present or future claims Lessee may have against
     Lessor, the manufacturer, vendor, or maintainer of the Asset(s), Lessor's
     assigns, or any person for any reason whatsoever. Notwithstanding the
     foregoing, Lessee expressly retains and may assert against Lessor any and
     all past or future claims which Lessee may have against the Lessor and any
     vendor.
     (c) On all amounts not paid by Lessee when due, late charges shall accrue
     at the rate of two and one half percent (2.5%) of the Rent per month (or
     the maximum rate allowable by law, if less) from the due dates thereof
     until received by Lessor. Late charges and attorneys fees necessary to
     recover Rent are an integral part of this Master Lease Agreement.

5.   Selection; Inspection; Acceptance.
     (a) The Asset(s) are of a size, design, capacity and manufacture selected
     by Lessee in its sole judgment and not in reliance on the advice or
     representations of Lessor. Neither the manufacturer nor the vendor is an
     agent of Lessor. No representation by the manufacturer or vendor shall in
     any way affect Lessee's duty to pay Rent and perform its other obligations
     hereunder.
     (b) Promptly upon delivery, Lessee will inspect the Asset(s), and, not
     later than fifteen (15) days thereafter, unless otherwise requested in
     writing by the Lessee, Lessee will execute and deliver either (i) an
     Acceptance Certificate in the form of Exhibit A hereto for the Asset(s), or
     (ii) written notification of any defects in the Asset(s). If Lessee has not
     given notice within such time period, the Asset(s) shall be conclusively
     deemed accepted. Lessor and Lessee agree that fifteen (15) days is a
     reasonable opportunity to inspect the Assets, unless otherwise requested in
     writing by the Lessee.

6.   Warranties: Assignment, Quiet Enjoyment and Disclaimer; Indemnity.
     (a) Each Schedule is a "finance lease" as defined by the Uniform Commercial
     Code and provided there is no Event of Default or the Schedule has not
     otherwise been terminated or expired, Lessor hereby assigns to Lessee all
     assignable warranties made with

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     regard to the Asset(s). In the event that the warranty is not assignable,
     Lessor agrees to take any and all actions reasonably requested by Lessee to
     enforce such warranties on behalf of Lessee solely at Lessee's expense.
     (b) Provided Lessee is not in default, Lessor will not interfere with
     Lessee's quiet use and enjoyment of the Asset(s).
     (c) EXCEPT FOR THE PROVISIONS OF 6(b) ABOVE, WITH REGARD TO THE ASSET(S),
     LESSOR MAKES NO EXPRESS OR IMPLIED WARRANTIES OF ANY KIND, INCLUDING
     WITHOUT LIMITATION: THOSE OF MERCHANTABILITY OR FITNESS FOR PURPOSE OR USE,
     OF CONDITION, PERFORMANCE, SUITABILITY OR DESIGN, OR CONFORMITY TO ANY LAW,
     RULE, REGULATION, AGREEMENT OR SPECIFICATION, OR OF INFRINGEMENT OF ANY
     PATENT, TRADE SECRET, TRADEMARK, COPYRIGHT OR OTHER INTANGIBLE PROPERTY
     RIGHT. Lessor shall have no liability to Lessee, or any other party, nor
     shall Lessee abate payments, for any loss, claim or damage of any nature
     caused or alleged to be caused directly, indirectly, incidentally or
     consequentially by the Asset(s), any inadequacy thereof, deficiency or
     defect therein (whether known or knowable by Lessor), by any incident
     whatsoever arising in connection therewith, whether in strict liability or
     otherwise, or in any way related to or arising out of this Master Lease
     Agreement or any Schedule Lessee may sue Lessor in the event of Lessor's
     gross negligence or willful misconduct.
     (d) Except as may directly result from Lessor's gross negligence or willful
     misconduct, Lessee hereby indemnifies Lessor and its assignee(s) against,
     and holds them harmless from, any and all claims, including court costs and
     attorneys' fees, arising out of this Master Lease Agreement, any Schedule,
     or the Asset(s), including without limitation: the manufacture, selection,
     purchase, license, delivery, possession, use, operation, control,
     maintenance, infringement of any patent, trade secret, trademark, copyright
     or other intangible property right, or personal injury or death, arising in
     strict liability, breach of warranty or negligence. Lessee's obligations
     hereunder shall survive the expiration of the Master Lease Agreement and
     the Schedule(s). Lessor hereby licenses to Lessee, all of the Intellectual
     Property rights Lessor possesses with respect to the Asset(s) leased under
     a Schedule.

 7.  Installation; Use; Repair and Maintenance.

     (a) Lessee shall provide a place of installation which conforms to the
     requirements of the manufacturer.
     (b) Subject to the terms hereof, Lessee shall be entitled to unlimited use
     of the Asset(s) except that software use shall be in accordance with the
     terms and conditions of the applicable software license agreement which
     during the term, the Lessee shall have the benefits thereof. Lessee shall
     not use or permit the use of the Asset(s) for any purpose which, according
     to the specifications of the manufacturer, the Asset(s) are not designed or
     reasonably suited. Lessee shall use the Asset(s) in a careful and proper
     manner and shall comply with all of the manufacturer's instructions,
     governmental rules, regulations, requirements and laws, and all insurance
     requirements, if any, with regard to the use, operation or maintenance of
     the Asset(s). Lessor shall provide Lessee any information received from a
     vendor or licensor related to the Assets. Lessee shall not make any changes
     or alterations in or to the Assets except as necessary to comply with the
     provisions of Section 7(c) hereof.
     (c) Lessee shall be solely responsible for the delivery, installation,
     maintenance and repair of the Asset(s). During the Schedule Term, Lessee
     shall (i) keep the Asset(s) in good repair, condition and working order,
     ordinary wear and tear excepted; maintain equipment by qualified employees
     of Lessee or a service organization if applicable (ii) permit access to the
     Asset(s) for installation of engineering changes required to maintain the
     Asset(s) at the manufacturer's current engineering levels upon prior
     written notice and during reasonable business hours.


8.  Ownership; Inspection, Relocation, Personal Property.

     (a) The Asset(s) shall at all times be and remain the sole and exclusive
     property of Lessor, subject to the parties' rights under any applicable
     software license agreement. Lessee shall have no right, title or interest
     in the Asset(s) outside of the leasehold interest created by the Schedule.
     Lessee agrees to execute or allow Lessor to execute on Lessee's behalf
     Uniform Commercial Code financing statements evidencing the interests of
     Lessor or its assigns in any Schedule, any amounts due thereunder, or the
     Asset(s).
     (b) Lessor, its assigns or their agents shall be permitted free access
     during normal business hours to inspect the Asset(s) upon prior written
     notice.
     (c) Lessee shall at all times keep the Asset(s) within its exclusive
     possession and control. Upon Lessor's prior written consent, which shall
     not be unreasonably withheld, Lessee may move the Asset(s) to another
     location of Lessee within the continental United States provided (i) Lessee
     is not in default on any Schedule, (ii) Lessee executes and causes to be
     filed at its expense such instruments as are reasonably necessary to
     preserve and perfect the interests of Lessor and its assigns in the
     Asset(s), (iii) Lessee pays all costs of, and provides adequate insurance
     during such movement, and (iv) Lessee pays all costs, including taxes and
     insurance at the new location. Notwithstanding the foregoing, the Lessee
     may move Asset(s) that are considered mobile, such as laptops, cellular
     phones and PDA's without prior written notification to Lessor; however,
     Lessee shall notify Lessor if Asset(s) that are considered mobile are
     permanently moved to a new location.
     (d) Lessee agrees that the Asset(s) shall be and remain personal property
     and shall not be so affixed to realty as to become a fixture or otherwise
     to lose its identity as the separate property of Lessor. Upon request,
     Lessee will affix labels to the Asset(s) indicating Lessor's ownership
     therein.


9.   Liens; Taxes.

     (a) Lessee shall at its expense keep the Asset(s) free and clear of all
     levies, liens, and encumbrances caused by Lessee, except those in favor of
     Lessor or its assigns.
     (b) Throughout the Schedule Term, Lessee shall pay all license fees,
     registration fees, assessments, and charges, related to the Asset(s)and
     declare and pay all taxes (to include any charges by any governmental
     agency) related to the Assets, excluding any taxes based or measured solely
     on Lessor's net income. Lessee may in good faith and by appropriate
     proceedings contest any such taxes so long as such proceedings do not
     involve any substantial risk of sale, forfeiture or loss of the Asset(s) or
     any interest therein. In such event, Lessee agrees to indemnify Lessor and
     hold it harmless from any damages, claims or charges which may result from
     Lessee's commencement of such proceedings. Lessee is hereby appointed
     attorney-in-fact of Lessor solely to declare, file and pay all of the
     aforementioned amounts when due and owing for any period assessed while,
     Lessee is in possession of the Asset(s). Upon Lessor's request, Lessee
     shall provide proof of payment to Lessor within fifteen (15) days.


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 10. Risk of Loss.

     (a) Commencing upon delivery, Lessee shall bear the entire risk of loss
     with respect to any Asset damage, destruction, loss, theft, or governmental
     taking, whether partial or complete, for any reason. No event of loss shall
     relieve Lessee of its obligation to pay Rent under any Schedule.
     (b) If any Asset is damaged, Lessee shall promptly notify Lessor and at
     Lessee's expense, within 60 days of such damage, cause to be made such
     repairs as are necessary to return such item to its previous condition.
     (c) In the event any Asset(s) are destroyed, damaged beyond repair, lost,
     stolen, or taken by governmental action for a stated period extending
     beyond the term of any Schedule (an "Event of Loss"), Lessee shall promptly
     notify Lessor and pay to Lessor, on the next Rent payment date following
     such Event of Loss, an amount equal to the Casualty Value (as set forth in
     Section 5 of the Schedule) for the Asset suffering the Event of Loss then
     in effect as set forth on the Schedule. After payment of such Casualty
     Value and all Rent due and owing on and before such Rent payment date,
     Lessee's obligation to pay further Rent allocable to the Asset which
     suffered the Event of Loss shall cease. After receipt of such Casualty
     Value by Lessor or its assigns, Lessee shall be entitled to receive any
     insurance or other recovery received by Lessor or its assigns in connection
     with such Event of Loss, and the Asset(s) for which such Casualty Value was
     received shall be conveyed to Lessee AS IS, WHERE IS and free and clear of
     all liens and encumbrances created by or arising through or against Lessor
     except those caused by Lessee but otherwise WITHOUT FURTHER WARRANTY
     (EXPRESS OR IMPLIED) WHATSOEVER, INCLUDING WITHOUT LIMITATION, WARRANTIES
     OF MERCHANTABILITY OR FITNESS FOR PURPOSE OR USE.
     (d) In the event of a governmental taking of Asset(s) for an indefinite
     period or for a stated period which does not extend beyond the Schedule
     Term, all obligations of the Lessee with respect to such Asset(s) shall
     continue. So long as Lessee is not in default hereunder, Lessor shall pay
     to Lessee all sums received by Lessor from the government by reason of such
     taking.

11.  Insurance. Lessee, at its expense, shall maintain all risks, including fire
     and extended coverage, insurance against loss, theft, damage, or
     destruction of the Asset(s), in an amount not less than the Casualty Value
     of the Asset(s). This coverage shall have standard commercial terms and
     conditions and may not contain endorsements excluding coverage for
     mysterious or mere disappearance, seizure or other governmental acts or
     dishonesty of Lessee's officers or employees or restrict recovery for the
     kinds of Asset(s) covered by the Lease. Lessee shall further, at its
     expense, provide and maintain comprehensive public liability insurance in
     an amount of $1,000,000 per occurrence against claims for bodily injury,
     death and/or property damage arising out of the use, ownership, possession,
     operation or condition of the Asset(s), together with such other insurance
     as may be required by law. Both coverages shall name Lessee as an insured
     and Lessor and its lender or assignee(s) as additional insureds as their
     respective interest may appear, shall be reasonably satisfactory to Lessor,
     and shall contain a clause requiring the Insurer to give Lessor at least
     one month prior written notice of the cancellation or any alteration in the
     terms of such policy. Each policy of property damage insurance shall name
     Lessor and its assignee(s) as loss payees. No insurance shall be subject to
     any co-insurance clause. Each insurance policy shall be with an insurance
     carrier licensed to provide the insurance required herein in the State
     where the Asset(s) are located. Lessee will not make adjustments with
     insurers except with Lessor's prior written consent, which consent shall
     not be unreasonably withhold. Lessee shall furnish to Lessor certificates
     of insurance or other evidence satisfactory to Lessor that such insurance
     coverage is in effect and that Lessor and its assignees are named as
     additional insureds, and, upon Lessor's request, Lessee shall promptly
     provide Lessor with a copy of the insurance policy. Lessee's liability for
     loss under Section 10 shall not be diminished by any insurance payment less
     than the actual amount of the loss.

12. Surrender of Asset(s).

     (a) On the last day of the Schedule Term, Lessee shall return the Asset(s)
     to Lessor in good repair, condition and working order, ordinary wear and
     tear alone excepted, to the location specified by Lessor within the
     continental United States. Lessee shall arrange and pay for deinstallation
     and packing in accordance with the manufacturer's specifications and for
     insured transportation to the destination, such insurance coverage to be
     not less than the Asset(s) Casualty Value last in effect. Lessee shall, at
     its expense, cause each returned Asset to be repaired as necessary to
     quality for maintenance by the manufacturer and to contain all current
     manufacturer- prescribed engineering changes. Upon request, Lessee shall
     provide Lessor, within ten (10) days of Asset(s) deinstallation, written
     certification by the manufacturer that each Asset qualifies for
     maintenance. Lessee shall immediately return all copies of the software
     portion of the Asset(s) ("Software") and erase all Software resident in
     computer memory of computers, or other Assets in which memory can be
     erased, for the Asset(s) returned to Lessor as provided for hereunder.
     (b) If on the last day of the Schedule Term, Lessee shall fail to return to
     Lessor any Asset listed on the Schedule, Lessee shall be treated as a
     holdover tenant for all such unreturned Asset(s) listed on the Schedule for
     a Renewal Schedule Term of three months and shall continue to pay Rent in
     the amount set forth in the Schedule for all such unreturned Asset(s). This
     provision shall continue for periods beyond the first such renewal term. In
     no event may the Lessee avoid the effect of this provision by returning
     less than the Whole Units, as defined in Section (c) below listed on any
     Schedule unless Lessor, in its sole discretion, shall expressly agree in
     writing. Lessee may return comparable substitute Assets of greater or equal
     value, provided those Assets are not owned by Lessor and are free and clear
     of all liens and encumbrances. Items, such as manuals, that do not affect
     the value of the assets are not required to be returned.
     (c) Lessee may have the ability to return individual Whole Units at the end
     of the Schedule Term, following written notice received not less than
     ninety (90) days prior to the end of the Schedule Term specifically
     identifying those Whole Units to be returned. The term "Whole Units" shall
     be defined as the Asset(s) on each Schedule, including the sum of any
     components or accessories, as ordered by the Lessee. Examples may include:
     (i) Servers consisting of CPUs and or processors, server cabinets, memory,
     base disk drives, expanded disk storage, storage controllers, network
     controllers, graphics cards, power supplies, cables, tapes drives and
     external devices to include disk subsystems, optical systems, additional
     tape drives, etc. (ii) Personal Computers and/or Desktops consisting of the
     CPU, memory, hard drives, monitor, modems, CD ROM, diskette drives,
     Ethernet cards, keyboards, etc. (iii) Printers consisting of base printer.
     cables, memory, trays, etc. (iv) Laptops consisting of memory, hard drives,
     modems, CDROM, diskettes drives, Ethernet cards, etc. or (v) Individual
     Hubs and Routers consisting of all internal devices.
     (d) This Section shall not derogate from Lessor's right, to be exercised in
     its sole discretion, to obtain return of all Asset(s) on the last day of
     any Schedule Term, or to declare an Event of Default for any failure of
     Lessee to so return the Asset(s).

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 13. Representations and Warranties of Lessee and Lessor. Lessee represents and
     warrants for the benefit of Lessor and its assigns, as of the time of
     execution of the Master Lease Agreement and each Schedule:
     (a)  Lessee is a corporation in good standing under the laws of the
     jurisdiction of its incorporation; has adequate corporate power to enter
     into and perform the Master Lease Agreement and each Schedule; and uses no
     trade names in operating its business;
     (b)  The Master Lease Agreement and each Schedule have been duly
     authorized, executed and delivered by Lessee and constitute valid, legal
     and binding agreements of Lessee, enforceable in accordance with their
     terms;
     (c) No approval, consent or withholding of objection is required from any
     federal or other governmental authority or instrumentality with respect to
     the entering into or performance by Lessee of this Master Lease Agreement
     or any Schedule;
     (d)  The entering into and performance of the Master Lease Agreement or any
     Schedule will not violate any judgment, order, law or regulation applicable
     to Lessee or any provision of Lessee's articles of incorporation or bylaws,
     or result in any breach of, or constitute a default under, or result in the
     creation of any lien, charge, security interest or other encumbrance upon
     any asset(s) of Lessee or on the Asset(s) or pursuant to any instrument to
     which Lessee is a party or by which it or its asset(s) may be bound;
     (e)  To the best of Lessee's knowledge and belief, there are no suits or
     proceedings pending or threatened against or affecting Lessee, which if
     determined adversely to Lessee will have a material adverse effect on the
     ability of Lessee to fulfill its obligations under the Master Lease
     Agreement or any Schedule.
     (f) Lessor represents and warrants for the benefit of Lessee and its
     assigns, as of the time of execution of the Master Lease Agreement and each
     Schedule:
     (g) Lessor is a corporation in good standing under the laws of the
     jurisdiction of its incorporation; has adequate corporate power to enter
     into and perform the Master Lease Agreement and each Schedule;
     (h) The Master Lease Agreement and each Schedule have been duly authorized,
     executed and delivered by Lessor and constitute valid, legal and binding
     agreements of Lessor, enforceable In accordance with their terms;
     (i) No approval, consent or withholding of objection is required from any
     federal or other governmental authority or instrumentality with respect to
     the entering into or performance by Lessor of this Master Lease Agreement
     or any Schedule;
     (j) The entering into and performance of the Master Lease Agreement or any
     Schedule will not violate any judgment, order, law or regulation applicable
     to Lessor or any provision of Lessor's articles of incorporation or bylaws,
     or result in any breach of, or constitute a default under, or result in the
     creation of any lien, charge, security interest or other encumbrance upon
     any asset(s) of Lessor or on the Asset(s) or pursuant to any instrument to
     which Lessor is a party or by which it or its asset(s) may be bound;
     (k)  To the best of Lessor's knowledge and belief, there are no suits or
     proceedings pending or threatened against or affecting Lessor, which if
     determined adversely to Lessor will have a material adverse effect on the
     ability of Lessor to fulfill its obligations under the Master Lease
     Agreement or any Schedule.

14.  Default and Remedies.

     (a) The occurrence of any of the following events shall constitute an event
     of default ("Event of Default") under a Schedule: (i) nonpayment by Lessee
     of Rent or any other sum payable by its due date which is not cured within
     ten days from due date; (ii) failure by Lessee to perform or observe any
     other material term, covenant or condition of this Agreement, any Schedule,
     or any applicable software license agreement, which is not cured within ten
     (10) days after notice thereof from Lessor; (iii) insolvency by Lessee;
     (iv) Lessee's filing of any proceedings commencing bankruptcy, or the
     filing of an involuntary petition against Lessee involving a substantial
     part of Lessee's property or the appointment of any receiver not dismissed
     within sixty (60) days from the date of said filing or appointment; (v) The
     subjection of a substantial part of Lessee's property or any part of the
     Asset(s) to any levy, seizure, assignment or sale for or by any creditor of
     Lessee or governmental agency; (vi) Any representation or warranty made by
     Lessee in this Master Lease Agreement, a Schedule, or in any document
     furnished by Lessee to Lessor in connection therewith or with the
     acquisition or use of the Asset(s) shall be untrue in any material respect;
     (vii) any termination of an applicable software license agreement unless
     due to Lessors actions. (viii) a change of control of Lessee which
     materially changes the financial structure of Lessee, whether by merger,
     acquisition or asset sale or otherwise, provided that, in the event of such
     change of control, Lessor's written consent shall constitute a waiver of
     this restriction and if, but only if, Lessee provides Lessor with such
     information as Lessor requests regarding the change of control, Lessor
     shall not unreasonably withhold consent.  In the event of any sale of
     assets by Lessee as part of a change of control, all of Lessee's assets
     sold shall remain available to satisfy a judgment for Lessor arising from a
     default under this Lease regardless of provisions in the asset sale
     agreement absolving the purchaser of such liability; or (ix) Lessee winds
     up, dissolves or otherwise terminates its corporate existence, or
     consolidates with or merges with or into any entity, or sells, leases or
     otherwise transfers substantially all of its assets to any entity, or
     incurs a substantial amount of indebtedness other than in the ordinary
     course of its business, or engages in a leveraged buy-out or any other form
     of corporate reorganization, including conversion to Sub 'S' corporation
     status.
     (b)  Upon the occurrence of an Event of Default and during continuance
     thereof Lessor may, in its sole discretion, do any one or more of the
     following: (i) By notice to Lessee, terminate any or all Schedules; (ii)
     Proceed by appropriate court action to enforce the performance of the terms
     of the Schedule and/or recover damages; (iii) Whether or not the Schedule
     is terminated, upon notice to Lessee, take possession of the Asset(s)
     wherever located, without demand, liability, court order or other process
     of law, and for such purposes Lessee hereby authorizes Lessor, its assigns
     or the agents of either to enter upon the premises where such Asset(s)
     is/are located or cause Lessee, and Lessee hereby agrees, to return such
     Asset(s) to Lessor in accordance with the requirements of Section 12(a)
     hereof; (iv) By notice to Lessee, to the extent permitted by law, declare
     immediately due and payable and recover from Lessee, as liquidated damages
     and not as a penalty, the sum of (a) the Casualty Value set forth on the
     Schedule as of the date of default, or if Casualty Values are not shown on
     such Schedule, all Rent due during the remainder of the Schedule Term; (b)
     all Rent and other amounts due and payable on or before the date of
     default; and (c) costs, fees (including all attorneys' fees and court
     costs), expenses and (d) interest on (a) and (b) from the date of default
     at 1 1/2% per month or portion thereof (or the highest rate allowable by
     law, if less) and, on (c) from the date Lessor incurs such fees, costs or
     expenses.  Upon Lessor's receipt of all monies due under 14 (b)(iv) above,
     Lessor shall pass title of the Asset(s) under the Schedule that is in
     default to Lessee.
     (c) Upon return or repossession of the Asset(s), Lessor shall use
     reasonable efforts to sell, re-lease or otherwise dispose of such Asset(s)
     in such commercially reasonable manner and upon such commercially
     reasonable terms as Lessor may determine in its sole discretion (the
     amount, if any, which Lessor certifies it obtained through remarketing
     shall be conclusively presumed to be the

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     Asset(s) fair market value).  In the event Lessor is unable (pursuant to
     the conditions of any applicable software license agreement or otherwise)
     to relicense any software included in the Asset(s), Lessee waives any
     rights now or hereafter conferred by statute or otherwise which may require
     Lessor to sell, license or otherwise use any Software in mitigation of
     Lessor's damages or which may otherwise limit or modify any of Lessor's
     rights or remedies.  Upon disposition of the Asset(s), Lessor shall credit
     the Net Proceeds (as defined below) to the damages paid or payable by
     Lessee.  Proceeds upon sale of the Asset(s) shall be the sale price paid to
     Lessor less the Casualty Value in effect as of the date of default. "Net
     Proceeds" shall be the proceeds of sale or re-lease determined above, less
     all reasonable costs and reasonable expenses incurred by Lessor in the
     recovery, storage and repair of the Asset(s), in the remarketing or
     disposition thereof, or otherwise as a result of Lessee's default,
     including any court costs and attorneys' fees.  Lessee shall remain liable
     for the amount by which all sums, including liquidated damages, due from
     Lessee exceed the Net Proceeds.  Net Proceeds in excess thereof are the
     property of and shall be retained by Lessee.
     (d)  No termination, repossession or other act by Lessor in the exercise of
     its rights and remedies upon an Event of Default shall relieve Lessee from
     any of its obligations hereunder.  No remedy referred to in this Section 14
     is intended to be exclusive, but each shall be cumulative and in addition
     to any other remedy referred to above or otherwise available to Lessor at
     law or in equity.

 15. Effect of Waiver; Substitute Performance by Lessor.

     (a) No delay or omission to exercise any right or remedy accruing to Lessor
     upon any breach or default of Lessee shall impair any such right or remedy
     or be construed to be a waiver of any such breach or default, nor shall any
     waiver of any single breach or default be construed to waive or impair
     Lessor's rights and remedies with respect to any breach or default
     theretofor or thereafter occurring.  Any waiver, permit, consent of
     approval on the part of Lessor of any breach or default under this
     Schedule, or of any provision or condition hereof, must be in writing and
     shall be effective only to the extent such writing specifically sets forth.
     (b)  Should Lessee fall to make any payment or do any act as herein
     provided, Lessor shall have the right, but not the obligation, and without
     releasing Lessee from any obligation hereunder, to make or do the same upon
     notice to Lessee.  All sums so incurred or expended by Lessor shall be
     immediately due and payable by Lessee and shall bear interest at eighteen
     percent (18%) per annum (or the highest rate allowable by law, if less),
     calculated from the date incurred until received by Lessor.

 16. Assignment by Lessor; Assignment or Sublease by Lessee.

     (a) Lessor may (i) assign all or a portion of Lessor's right, title and
     interest in this Master Lease Agreement and/or any Schedule; (ii) grant a
     security interest in the right, title and interest of Lessor in the Master
     Lease Agreement, any Schedule and/or any Asset(s); and/or (iii) sell or
     transfer its title and interest as owner of any Asset(s) and/or as Lessor
     under any Schedule; and Lessee further understands and agrees that Lessor's
     assigns may each do the same (hereunder collectively "Assignment").  All
     such Assignments shall be subject to Lessee's rights under the assigned
     Schedule.  Lessee hereby consents to such Assignments, agrees to comply
     fully with the terms thereof, and agrees to execute and deliver promptly
     such acknowledgments, and other instruments reasonably requested to effect
     such Assignment.  Lessee acknowledges that the assigns do not assume
     Lessor's obligations hereunder and agrees to make all payments owed to the
     assigns without abatement and not to assert against the assigns any claim,
     defense, setoff or counterclaim which the Lessee may possess against the
     Lessor or any other party for any reason.  Upon any such Assignment, all
     references to Lessor shall also include all such assigns, whether specific
     reference thereto is otherwise made herein.  Lessor and Lessee acknowledge
     and agree that no Assignment shall be deemed to materially change Lessee's
     duties or obligations or materially increase the burden of risk imposed on
     Lessee hereunder.
     (b) Without the prior written consent of Lessor which shall not be
     unreasonably withheld,  Lessee shall not assign, sublease, transfer, pledge
     or hypothecate the Master Lease Agreement, any Schedule, the Asset(s), any
     part thereof, or any interest in the foregoing. Notwithstanding the
     foregoing, Lessee may assign all or a portion of Lessee's rights, title and
     interest in this Master Lease Agreement and any Schedule, the Asset(s), and
     any part thereof, to a Participating Subsidiary, or Participating
     Affiliate.  Such assignment shall not relieve Lessee of all obligations
     hereunder without written consent from Lessor and its assigns, which
     consent shall not be unreasonably withheld.

17.  Delivery of Related Documents.  For each Schedule, Lessee will provide
     the following documents and information satisfactory to Lessor: (a)
     Certificate of Acceptance; (b) Certificate of insurance; (c) Incumbency
     Certificate, if differing from the one previous supplied; and (d) Other
     documents as reasonably required by Lessor or otherwise specified herein.

18.  Miscellaneous.
     (a) Notices shall be conclusively deemed to have been received by a party
     hereto on the day it is delivered to such party at the address first given
     above (or at such other address as such party shall specify to the other
     party in writing) or, if sent by certified mail, on the third business day
     after the day on which mailed.
     (b) Applicable Law and Disputes. The Master Lease Agreement and each
     Schedule SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF
     THE COMMONWEALTH OF VIRGINIA. In the event of a dispute between the
     parties, suit may be brought in the federal or state courts of Virginia or
     where Lessee has its principal office or where the Asset(s) are located.
     (c) Counterparts. Only one original counterpart of each Schedule shall be
     marked "Original". Any and all other counterparts shall be marked "Copy".
     NO SECURITY INTEREST IN ANY OF THE SCHEDULE(S) MAY BE CREATED, TRANSFERRED,
     ASSIGNED OR PERFECTED BY THE TRANSFER AND POSSESSION OF THIS MASTER LEASE
     AGREEMENT ALONE OR ANY "COPY" OF A SCHEDULE, BUT RATHER SOLELY BY THE
     TRANSFER AND POSSESSION OF THE "ORIGINAL" COUNTERPART OF THE SCHEDULE
     INCORPORATING THIS MASTER LEASE AGREEMENT BY REFERENCE.
     (d) Suspension of Obligations of Lessor. Prior to delivery of any Asset(s),
     the obligations of Lessor hereunder shall be suspended to the extent that
     it is hindered or prevented from performing because of causes beyond its
     control.
     (e) Severability. In the event any provision of the Master Lease Agreement
     or any Schedule shall be determined by a court of competent jurisdiction to
     be invalid or unenforceable, the parties hereto agree that such provision
     shall be ineffective without invalidating the remaining provisions thereof.
     (f) Entire Agreement. Lessor and Lessee acknowledge that there are no
     agreements or understandings, written or oral, between them with respect to
     the Asset(s), other than as set forth in this Master Lease Agreement and in
     each Schedule and that this Master Lease Agreement and each Schedule
     contain the entire agreement between Lessor and Lessee. Neither this Master
     Lease

                                                                               5
<PAGE>

     Agreement nor any Schedule may be altered, modified, terminated, or
     discharged except in writing, signed by the party against whom enforcement
     of such action is sought.

     (g) Time is of the Essence. Time is of the essence with respect to this
     Master Lease Agreement and each Schedule.
     (h) LESSEE AND LESSOR UNCONDITIONALLY WAIVE THEIR RIGHTS TO A JURY TRIAL OF
     ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT,
     ANY OF THE RELATED DOCUMENTS, ANY DEALINGS BETWEEN LESSEE AND LESSOR
     RELATING TO THE SUBJECT MATTER OF THIS TRANSACTION OR ANY RELATED
     TRANSACTIONS, AND/OR THE RELATIONSHIP THAT IS BEING ESTABLISHED BETWEEN
     LESSEE AND LESSOR. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL
     ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT. THIS
     WAIVER 1S IRREVOCABLE. THIS WAIVER MAY NOT BE MODIFIED EITHER ORALLY OR IN
     WRITING. THE WAIVER ALSO SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS,
     RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS AGREEMENT, ANY RELATED
     DOCUMENTS, OR TO ANY OTHER DOCUMENTS OR AGREEMENTS RELATING TO THIS
     TRANSACTION OR ANY RELATED TRANSACTION. THIS AGREEMENT MAY BE FILED AS A
     WRITTEN CONSENT TO A TRIAL BY THE COURT.

IN WITNESS WHEREOF, Lessor and Lessee have caused this Master Lease Agreement to
be executed by their duty authorized representatives.

LESSOR: MLC GROUP, INC.                  LESSEE: MicroStrategy Incorporated

BY: /s/ Maura S. Cliff                   BY:  /s/ Mark Lynch
    ------------------                        -----------------------

NAME:  Maura S. Cliff                    NAME: Mark Lynch
       --------------                          ----------------------

TITLE: Vice President                    TITLE:   CFO
       --------------                            --------------------

DATE:  11/11/99                          DATE: 11/5/99
       --------------                          ----------------------


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