MICROSTRATEGY INC
SENIOR PROMISSORY NOTE NO. 2
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>5
<FILENAME>dex102.txt
<DESCRIPTION>SENIOR PROMISSORY NOTE NO. 2
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                                                                    EXHIBIT 10.2

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY
NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A)
AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT
OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS OR (B) AN OPINION OF
COUNSEL REASONABLY SATISFACTORY TO THE COMPANY, IN A GENERALLY ACCEPTABLE FORM,
THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR APPLICABLE STATE SECURITIES
LAWS OR (II) UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID ACT. NOTWITHSTANDING
THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE
MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THIS NOTE.

                           MICROSTRATEGY INCORPORATED

                             SENIOR PROMISSORY NOTE
                                DUE JULY 31, 2003

No. 2                                                             August 6, 2002
$834,782.61

     FOR VALUE RECEIVED, MICROSTRATEGY INCORPORATED, a Delaware corporation (the
"Company"), hereby promises to pay to the order of WINGATE CAPITAL LTD. or
registered assigns ("Holder") the amount set out above (as reduced pursuant to
the terms hereof pursuant to repayment, prepayment or otherwise, the
"Principal") when due, whether upon acceleration, repayment, prepayment or
otherwise (in each case in accordance with the terms hereof) and to pay interest
("Interest") on any outstanding Principal at the rate of 7.5% per annum, subject
to adjustment pursuant to Section 3(b)(i) (the "Interest Rate"), from the date
set out above (the "Issuance Date") until the same is paid, whether upon
acceleration, repayment, prepayment or otherwise (in each case in accordance
with the terms hereof). This Note is one of the Promissory Notes issued pursuant
to the Second Redemption and Exchange Agreement dated July 30, 2002 among the
Company, the Holder and the other Investor set forth therein (the "Second
Exchange Agreement").

     (1)  PAYMENT OF PRINCIPAL. The Company will pay the Principal, together
with all accrued but unpaid interest, by wire transfer of immediately available
funds to the Holder on July 31, 2003 (the "Maturity Date"). The obligations of
the Company under this Note are absolute and shall not be subject to any set-off
or counterclaim by the Company against the Holder, whether pursuant to the
Second Exchange Agreement or otherwise.

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     (2)  INTEREST; INTEREST RATE. Interest on this Note shall accrue daily at
the Interest Rate on the Principal outstanding hereunder. Interest shall be due
and payable semi-annually by the Company on January 31 and July 31 of each year,
commencing on January 31, 2003.

     (3)  EVENTS OF DEFAULT.

          (a)  Definition. For purposes of this Note, the occurrence of any one
     or more of the following events shall constitute an "Event of Default"
     under this Note:

               (i)   the Company fails to pay when due the Principal;

               (ii)  the Company fails to pay within three (3) days of when due
accrued but unpaid Interest due under this Note;

               (iii) the Company makes an assignment for the benefit of
creditors or admits in writing its inability to pay its debts generally as they
become due; or an order, judgment or decree is entered adjudicating the Company
bankrupt or insolvent; or any order for relief with respect to the Company is
entered under the Federal Bankruptcy Code; or the Company petitions or applies
to any tribunal for the appointment of a custodian, trustee, receiver or
liquidator of the Company, or of any substantial part of the assets of the
Company, or commences any proceeding relating to the Company under any
bankruptcy, reorganization, arrangement, insolvency, readjustment of debt,
dissolution or liquidation law of any jurisdiction; or any such petition or
application is filed, or any such proceeding is commenced, against the Company
and either (A) the Company by any act indicates its approval thereof, consent
thereto or acquiescence therein or (B) such petition, application or proceeding
is not dismissed within sixty (60) days;

               (iv)  any acceleration prior to maturity of any mortgage,
indenture or instrument under which there may be issued or by which there may be
secured or evidenced any indebtedness of at least $1,000,000 for money borrowed
which is borrowed or guaranteed by the Company, whether such indebtedness or
guarantee now exists or shall be created hereafter;

               (v)   the sale, merger, consolidation, dissolution or liquidation
of the Company;

               (vi)  the Company fails to comply with the provisions of Section
4(m) of the Second Exchange Agreement;

               (vii) the Company fails to perform or observe any other provision
contained in this Note, the Second Exchange Agreement or the Company's
Certificate of Designations, Preferences and Rights of its Series F Convertible
Preferred Stock, except, in the case of a failure to perform or observe a
provision which can be cured, only if such failure

                                      -2-

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continues for a period of at least ten (10) days after the Company receives
notice of or otherwise becomes aware of such failure; or

               (viii) any representation or warranty contained in the Second
Exchange Agreement was false or misleading in any material respect on the date
made.

          (b)  Consequences of Events of Default.

               (i)    If an Event of Default has occurred, the Interest Rate on
this Note will increase immediately to an annual rate equal to 15% per annum.

               (ii)   If an Event of Default has occurred, the holder of this
Note may demand (by written notice delivered to the Company) immediate payment
of all of the Principal (plus accrued but unpaid Interest thereon).

               (iii)  The Holder will also have any other rights which such
holder may have been afforded under any contract or agreement at any time or any
other rights which the Holder may have pursuant to applicable law.

     (4)  PREPAYMENT. Notwithstanding anything herein to the contrary, The
Company may pay without penalty the Principal, together with all accrued but
unpaid Interest, at any time prior to the Maturity Date.

     (5)  SENIORITY. Payments of Principal, Interest and other payments under
this Note shall rank senior to the indebtedness of the Company under the
Company's 7 1/2% Series A Unsecured Notes, and pari passu with (i) the Company's
indebtedness for borrowed money, equipment leases or other capitalized lease
obligations existing as of the Issuance Date ("Existing Debt") and (ii) all of
the Company's indebtedness other than for borrowed money. So long as any
Principal is outstanding, the Company shall not issue or incur any indebtedness
for borrowed money, equipment leases or other capitalized lease obligations and
shall not permit any of its subsidiaries to issue or incur any indebtedness for
borrowed money, except for (A) refinancings of Existing Debt in an amount not to
exceed the principal amount of the debt refinanced as of the date it is
refinanced, (B) indebtedness under the Amended and Restated Loan and Security
Agreement among Foothill Capital Corporation, the Company and MicroStrategy
Services Corporation dated as of June 14, 2001, as amended prior to the Issuance
Date (the "Foothill Facility"), (C) from and after the termination and
satisfaction in full of the Foothill Facility, any indebtedness and any other
obligations, in an aggregate principal amount not to exceed $10,000,000,
outstanding from time to time (I) under one or more secured credit facilities
between the Company and/or its subsidiaries and an unaffiliated lender pursuant
to which advances or other extensions of credit are made based on a borrowing
base or other asset-based formula or (II) to Bank of America with respect to
letters of credit issued for the benefit of the Company, secured by a
corresponding amount of cash or cash equivalents and (D) indebtedness that ranks
junior in right of payment and priority to this Note.

                                      -3-

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     (6)  AMENDMENT AND WAIVER. The written consent of the Company and the
Holder shall be required for any change or amendment to this Note. The Company
may take any action herein prohibited, or omit to perform any act herein
required to be performed by it, only if the Company has obtained the prior
written consent of the Holder.

     (7)  TRANSFER. This Note may be offered, sold, assigned or transferred by
the Holder without the consent of the Company. This Note applies, inures to the
benefit of, and binds the successors and assigns of the parties hereto.
Notwithstanding the foregoing sentence, the Company shall not assign its
obligations hereunder without the prior written consent of the Holder.

     (8)  REISSUANCE OF THIS NOTE.

          (a)  Transfer. If this Note is to be transferred, the Holder shall
surrender this Note to the Company, whereupon the Company will forthwith issue
and deliver upon the order of the Holder a new Note (in accordance with Section
8(d)), registered as the Holder may request, representing the outstanding
Principal being transferred by the Holder and, if less then the entire
outstanding Principal is being transferred, a new Note (in accordance with
Section 8(d)) to the Holder representing the outstanding Principal not being
transferred.

          (b)  Lost, Stolen or Mutilated Note. Upon receipt by the Company of
evidence reasonably satisfactory to the Company of the loss, theft, destruction
or mutilation of this Note, and, in the case of loss, theft or destruction, of
any indemnification undertaking by the Holder to the Company in customary form
and, in the case of mutilation, upon surrender and cancellation of this Note,
the Company shall execute and deliver to the Holder a new Note (in accordance
with Section 8(d)) representing the outstanding Principal.

          (c)  Note Exchangeable for Different Denominations. This Note is
exchangeable, upon the surrender hereof by the Holder at the principal office of
the Company, for a new Note or Notes (in accordance with Section 8(d) and in
principal amounts of at least $100,000) representing in the aggregate the
outstanding Principal of this Note, and each such new Note will represent such
portion of such outstanding Principal as is designated by the Holder at the time
of such surrender.

          (d)  Issuance of New Notes. Whenever the Company is required to issue
a new Note pursuant to the terms of this Note, such new Note (i) shall be of
like tenor with this Note, (ii) shall represent, as indicated on the face of
such new Note, the Principal remaining outstanding (or in the case of a new Note
being issued pursuant to Section 8(a) or Section 8(c), the Principal designated
by the Holder which, when added to the principal represented by the other new
Notes issued in connection with such issuance, does not exceed the Principal
remaining outstanding under this Note immediately prior to such issuance of new
Notes), (iii) shall have an issuance date, as indicated on the face of such new
Note which is the same as the Issuance Date of this Note, (iv) shall have the
same rights and conditions as this Note, and (v)

                                      -4-

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shall represent accrued but unpaid Interest on the Principal of this Note from
the Issuance Date, as provided in Section 2.

     (9)  REMEDIES, CHARACTERIZATIONS, OTHER OBLIGATIONS, BREACHES AND
INJUNCTIVE RELIEF. The remedies provided in this Note shall be cumulative and in
addition to all other remedies available under this Note and the Second Exchange
Agreement at law or in equity (including a decree of specific performance and/or
other injunctive relief), and nothing herein shall limit the Holder's right to
pursue actual and consequential damages for any failure by the Company to comply
with the terms of this Note. Amounts set forth or provided for herein with
respect to payments (and the computation thereof) shall be the amounts to be
received by the Holder and shall not, except as expressly provided herein, be
subject to any other obligation of the Company (or the performance thereof). The
Company acknowledges that a breach by it of its obligations hereunder will cause
irreparable harm to the Holder and that the remedy at law for any such breach
may be inadequate. The Company therefore agrees that, in the event of any such
breach or threatened breach, the Holder shall be entitled, in addition to all
other available remedies, to an injunction restraining any breach, without the
necessity of showing economic loss and without any bond or other security being
required.

     (10) PAYMENT OF COLLECTION, ENFORCEMENT AND OTHER COSTS. If (a) this Note
is placed in the hands of an attorney for collection or enforcement or is
collected or enforced through any legal proceeding or the Holder otherwise takes
action to collect amounts due under this Note or to enforce the provisions of
this Note or (b) there occurs any bankruptcy, reorganization, receivership of
the Company or other proceedings affecting Company creditors' rights and
involving a claim under this Note, then the Company shall pay the costs incurred
by the Holder for such collection, enforcement or action or in connection with
such bankruptcy, reorganization, receivership or other proceeding, including but
not limited to attorneys' fees and disbursements.

     (11) CONSTRUCTION; HEADINGS. This Note shall be deemed to be jointly
drafted by the Company and the Holder and shall not be construed against any
person as the drafter hereof. The headings of this Note are for convenience of
reference and shall not form part of, or affect the interpretation of, this
Note.

     (12) FAILURE OR INDULGENCE NOT WAIVER. No failure or delay on the part of
the Holder in the exercise of any power, right or privilege hereunder shall
operate as a waiver thereof, nor shall any single or partial exercise of any
such power, right or privilege preclude other or further exercise thereof or of
any other right, power or privilege.

     (13) NOTICES; PAYMENTS.

          (a)  Notices. Whenever notice is required to be given under this Note,
unless otherwise provided herein, such notice shall be given in accordance with
Section 9(f) of the Second Exchange Agreement. The Company shall provide the
Holder with prompt written

                                      -5-

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notice of all actions taken pursuant to this Note, including in reasonable
detail a description of such action and the reason therefore.

          (b)  Payments. All payments of Principal and Interest shall be made by
wire transfer of immediately available funds in accordance with the Holder's
written wire transfer instructions. Whenever any amount expressed to be due by
the terms of this Note is due on any day which is not a business day, the same
shall instead be due on the next succeeding day which is a business day.

     (14) CANCELLATION. After all Principal, accrued Interest and other amounts
at any time owed on this Note has been paid in full, this Note shall
automatically be deemed canceled, shall be surrendered to the Company for
cancellation and shall not be reissued.

     (15) WAIVER OF NOTICE. To the extent permitted by law, the Company hereby
waives demand, notice, protest and all other demands and notices in connection
with the delivery, acceptance, performance, default or enforcement of this Note
and the Second Exchange Agreement.

     (16) GOVERNING LAW. This Note shall be construed and enforced in accordance
with, and all questions concerning the construction, validity, interpretation
and performance of this Note shall be governed by, the internal laws of the
state of New York, without giving effect to any choice of law or conflict of law
provision or rule (whether of the State of New York or any other jurisdictions)
that would cause the application of the laws of any jurisdictions other than the
State of New York.

                            [Signature Page Follows]

                                      -6-

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     IN WITNESS WHEREOF, the Company has caused this Note to be duly executed as
of the Issuance Date set out above.

                               MICROSTRATEGY INCORPORATED

                               By:                /s/ Eric F. Brown
                                      ------------------------------------------
                               Name:  Eric F. Brown
                               Title: President and Chief Financial Officer

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