Memorandum Of Understanding

Memorandum of Understanding

by MicroStrategy
November 6th, 2000



                         Memorandum Of Understanding


This Memorandum of Understanding  ("MOU"),  effective as of the last date signed
below  (the  "Effective  Date"),  is  entered  into by and  among  MicroStrategy
Incorporated,  a Delaware  corporation having its principal place of business at
8000  Towers  Crescent   Drive,   Vienna,   VA  22182   ("MSTR"),   Strategy.com
Incorporated,  a Delaware  corporation having its principal place of business at
1861  International  Drive,  Vienna  VA 22182  ("SDC"),  MicroStrategy  Services
Corporation,  a Delaware  corporation  having its principal place of business at
8000 Towers Crescent Drive,  Vienna,  VA 22182 ("MSTR Services") (a wholly owned
subsidiary of MicroStrategy  Incorporated),  MicroStrategy International Limited
(a wholly owned subsidiary of MicroStrategy Incorporated), a Bermuda corporation
having  its  principal  place  of  business  at the  Corner  House,  Church  and
Parliament Streets, Hamilton, HM12 Bermuda ("MSTR International"), MicroStrategy
International   II  Limited  (a  wholly  owned   subsidiary   of   MicroStrategy
Incorporated),  a Bermuda  corporation having its principal place of business at
the Corner House, Church and Parliament Streets,  Hamilton,  HM12 Bermuda ("MSTR
International  II"),  and  Strategy.com  International  Limited (a wholly  owned
subsidiary  of  Strategy.com  Incorporated),  a Bermuda  corporation  having its
principal place of business at the Corner House,  Church and Parliament Streets,
Hamilton,  HM12 Bermuda ("SDC  International").  Each party may  hereinafter  be
individually  referred  to as a  "Party"  or  collectively  referred  to as  the
"Parties."

                                   RECITALS

     A. MSTR has  developed  the suite of  software  known as the  MicroStrategy
platform.

     B. The  Parties  desire to enter into  certain  agreements  with  regard to
intellectual  property,  services,  and other  matters in the Unites  States and
Internationally.

                                UNDERSTANDING

Effect of MOU

This  binding  MOU  contains a  statement  of the  preliminary  understandings
between the  Parties.  The Parties  anticipate  executing  certain  definitive
agreements prior to closing.  The Parties intend to use reasonable  efforts to
negotiate and execute the agreements  described below and their  international
counterparts,  consistent  with the intentions and coverage of this MOU within
thirty (30) days after closing.

Summary of Agreements

      1.    U.S.  Administrative  Services  Agreement.  MSTR will  execute  an
agreement  for the  provision of the  administrative  services  such as legal,
recruiting,  tax,  accounting,  and other  administrative types of services to
SDC on a cost plus 5% basis, which SDC, may, at its option, use.

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      2.    U.S.  Professional / Consulting Services Agreement.  MSTR Services
will enter into a Master  Consulting  Services  Agreement with SDC which shall
permit  attachments  of  Statements  of  Work  by MSTR  Services  for  various
projects  to be  provided.  The terms will  designate  a most  favored  client
status for SDC.

      3.    U.S. Sales Agent Agreement.  MSTR Services will enter into a Sales
Agent  Agreement  with  SDC so  that  MicroStrategy  can  market  Strategy.com
affiliations  and premium  programming  relationships  on behalf of SDC.  This
will be done on a commission  basis.  This  agreement  will provide that for a
period of three  years,  MicroStrategy  will not itself  market a third party,
affiliate network information service that competes with Strategy.com.

      4.    Employee  Transfer.   MicroStrategy  agrees  to  transfer  certain
employees who have worked in the Strategy.com business unit to Strategy.com.

      5.    Limited Exclusivity.  MicroStrategy  warrants that for a period of
three   years  it  will  not  both  grant  a  software   license  and  provide
MicroStrategy  services pursuant to which MicroStrategy  builds an application
for a customer that would allow that  non-MicroStrategy  controlled  entity to
compete  directly with  Strategy.com  as a provider of syndicated  information
services to a network of  affiliates  across a broad  range of  content.  This
provision  will be included in both the U.S.  Software  License  Agreement and
the   International   Software  License  Agreement  and  will  be  part  of  a
Pre-Closing  Agreement.  In addition,  MicroStrategy  will not itself create a
syndicated  information  service that is  distributed  to consumers  through a
network of affiliates and directly competes with Strategy.com.

      6.    Subcontractor/Hosting  Agreement.  Strategy.com  and  its  various
subsidiaries  will enter into a Master Hosting and Services  Agreement whereby
MSTR  and its  various  subsidiaries  will be able  to  purchase  hosting  and
professional  services  from SDC.  The  agreement  will contain a framework to
which  purchase  orders  and/or work  orders can be added  related to hosting.
These services will be offered by SDC to MSTR at a most favored client rate.

      7.    Outsourcing/ASP  Agreement.  MSTR and its applicable  subsidiaries
will enter into a Master  Outsourcing/ASP  Agreement with Strategy.com and its
various  subsidiaries.  This  agreement  will provide a framework so that MSTR
will be able to provide any type of  outsourcing  or ASP  services to SDC. One
example is that this  agreement  would cover  Voice  Bureau.  The  Outsourcing
services will be at a cost plus basis.

      8.    Joint  Marketing  Agreement.  The parties  will enter into a joint
marketing  agreement  whereby  they  will  coordinate  marketing   activities.
Pursuant  to this  agreement,  MicroStrategy  and  Strategy.com  will agree to
engage  in  joint  efforts  intended  to  provide,  for  example,  information
regarding  the  Strategy.com   offering  to  the  MicroStrategy   field  sales
organization.

      9.    Expenses.  Each Party  shall bear all  expenses  that it may incur
in connection with its obligations and efforts under this MOU.

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      10.   Publicity.  Any publicity by any Party  regarding  this MOU or any
Definitive Agreement, must have the prior approval of the other Party.

      11.   Term of MOU. This MOU shall  terminate on October 30, 2000 or when
the definitive  agreements have been executed by the parties (the "Termination
Date"), whichever is later.

      12.   Governing  Law.  This MOU shall be  governed by and  construed  in
accordance with the laws of the Commonwealth of Virginia.

      13.   Assignability.  This MOU  shall be  binding  upon and inure to the
benefit of each Party,  and shall not be  assignable or  transferable  without
the prior written consent of all other Parties.

      14.   Entire  Understanding.  This MOU constitutes the entire  agreement
between  the  Parties.  No  modification  or  amendment  of this MOU  shall be
effective unless mutually agreed in writing and signed by the Parties.

      15.   Severability;  Survivability.  The invalidity or illegality of one
or more  provisions  of this MOU shall not  affect the  enforceability  of the
remaining  provisions.  The Parties'  rights and  obligations  hereunder  that
would continue beyond the termination,  cancellation or expiration of this MOU
shall survive such termination, cancellation or expiration.

      16.   Binding.  It is  understood  by the parties that this is a binding
MOU and that the parties intend to enter into Agreements  incorporating  terms
and conditions which are substantially  based on this MOU and such other terms
and conditions as may be mutually agreed upon.

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MicroStrategy Incorporated                Strategy.com Incorporated

Signed: /s/Eric F. Brown                  Signed: /s/Eric F. Brown
Name:   Eric F. Brown                     Name:   Eric F. Brown
Title:  CFO                               Title:  CFO
Dated:  10/17/2000                        Dated:  10/17/2000

MicroStrategy International Limited       Strategy.com International Limited

Signed: /s/Eric F. Brown                  Signed: /s/Eric F. Brown
Name:   Eric F. Brown                     Name:   Eric F. Brown
Title:  CFO/Director                      Title:  CFO/Director
Dated:  10/17/2000                        Dated:  10/17/2000

MicroStrategy Services Corporation        MicroStrategy International II Limited

Signed: /s/Mark S. Lynch                  Signed: /s/Eric F. Brown
Name:   Mark S. Lynch                     Name:   Eric F. Brown
Title:  Treasurer                         Title:  CFO/Director
Dated:  10/17/2000                        Dated:  10/17/2000



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