SECOND MODIFICATION AGREEMENT



 EXHIBIT 10.3 
  
 SECOND MODIFICATION AGREEMENT 
  

THIS SECOND MODIFICATION AGREEMENT (this “Agreement”), effective as of the 31st day of March 2004, is by and between (i) BANK OF AMERICA, N.A., a national banking association (the “Bank”); and (ii) MICROSTRATEGY INCORPORATED, a
Delaware corporation, MICROSTRATEGY SERVICES CORPORATION, a Delaware corporation, MICROSTRATEGY MANAGEMENT CORPORATION, a Delaware corporation, MICROSTRATEGY ADMINISTRATION CORPORATION, a Delaware corporation and STRATEGY.COM INCORPORATED, a
Delaware corporation (individually and collectively, the “Borrower”). 
  
 WITNESSETH THAT: 
  
 WHEREAS, the
Bank is the owner and holder of that certain Revolving Commercial Note dated May 19, 2003, made by the Borrower and payable to the order of the Bank, in the original principal amount of Ten Million and no/100 Dollars ($10,000,000.00) and bearing
interest and being payable in accordance with the terms and conditions therein set forth (the “Note”); and 
  
 WHEREAS, the Note is issued pursuant to, and subject to the terms and conditions set forth in, that certain Secured Credit Agreement dated May 19, 2003,
between the parties hereto (as modified by a certain First Modification Agreement dated as of November 4, 2003, the “Credit Agreement”); and 
  
 WHEREAS, the parties hereto desire to modify the terms of the Credit Agreement. 
  
 NOW, THEREFORE, for Ten Dollars ($10.00) and other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto agree as follows: 
  
 1.
Section 6.9 (f) of the Credit Agreement is hereby modified by replacing “$500,000” with “$1,000,000”. 
  
 2. The Bank hereby acknowledges and agrees that the delivery of a letter from the independent public accountants of the Parent and its Consolidated
Subsidiaries substantially similar in form and content to the draft letter provided to the Bank on March 30, 2004 shall satisfy the requirements of Section 6.l(iv) of the Credit Agreement. 
  
 3. The Bank hereby acknowledges and agrees that the loan by the Parent to a
certain employee of the Borrowers in the amount of $58,000 did not and does not constitute or give rise to a violation by the Borrowers or any of their Subsidiaries of Section 6.12 of the Credit Agreement or any provision of any Collateral Document,
prior written consent thereto having been given by the Bank on March 17, 2004. The Borrowers hereby confirm that said loan was repaid in full on March 31, 2004. 
  

4. The parties to this Agreement do not intend that this Agreement be construed as a novation of the Note or the Credit Agreement. 
  









 5. Except as hereby expressly modified, the Credit Agreement shall otherwise be unchanged, shall remain
in full force and effect, and is hereby expressly approved, ratified and confirmed. 
  
 6. This Agreement shall be governed in all respects by the laws of the Commonwealth of Virginia and shall be binding upon and shall inure to the benefit of the parties hereto and their respective heirs, executors,
administrators, personal representatives, successors and assigns. 
  
 WITNESS the
following signatures and seals. 
  

							
	MICROSTRATEGY INCORPORATED	 	[SEAL]
			
	By	 	 /s/ Eric F. Brown

	 	3/31/04
	 	 	 Name:
	 	 Eric F. Brown
	 	 
	 	 	 Title:
	 	President and Chief Financial Officer	 	 


  

							
	STRATEGY.COM INCORPORATED	 	[SEAL]
			
	By	 	 /s/ Eric F. Brown

	 	3/31/04
	 	 	 Name:
	 	 Eric F. Brown
	 	 
	 	 	 Title:
	 	 Chief Financial Officer,
 Vice President, Finance and
Treasurer
	 	 


  

							
	MICROSTRATEGY SERVICES CORPORATION	 	[SEAL]
			
	By	 	 /s/ Eric F. Brown

	 	3/31/04
	 	 	 Name:
	 	 Eric F. Brown
	 	 
	 	 	 Title:
	 	 Vice President and Treasurer
	 	 


  

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	MICROSTRATEGY MANAGEMENT CORPORATION	 	[SEAL]
			
	By	 	 /s/ Eric F. Brown

	 	3/31/04
	 	 	 Name:
	 	 Eric F. Brown
	 	 
	 	 	 Title:
	 	 Treasurer
	 	 


  

							
	MICROSTRATEGY ADMINISTRATION CORPORATION	 	[SEAL]
			
	By	 	 /s/ Eric F. Brown

	 	3/31/04
	 	 	 Name:
	 	 Eric F. Brown
	 	 
	 	 	 Title:
	 	 President and Treasurer
	 	 


  

							
	BANK OF AMERICA, N.A.	 	[SEAL]
			
	By	 	 /s/ Elizabeth F. Shore

	 	 
	 	 	 Elizabeth F. Shore
	 	 
	 	 	 Senior Vice President
	 	 


  

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