MICROSTRATEGY INC
EXHIBIT 10.3 INVESTOR RIGHTS AGREEMENT
<DOCUMENT>
<TYPE>EX-10.3
<SEQUENCE>4
<FILENAME>0004.txt
<DESCRIPTION>EXHIBIT 10.3 INVESTOR RIGHTS AGREEMENT
<TEXT>


                                                                 Execution Copy

                           STRATEGY.COM INCORPORATED

                           INVESTOR RIGHTS AGREEMENT

      This Agreement dated as of October 18, 2000 is entered into by and among
Strategy.com Incorporated, a Delaware corporation (the "Company"),
MicroStrategy Incorporated, a Delaware corporation ("MSTR") and the
individuals and entities listed on Exhibit A attached hereto (the
"Purchasers").

                                   Recitals

      WHEREAS, the Company and the Purchasers have entered into a Series A
Preferred Stock Purchase Agreement of even date herewith (the "Purchase
Agreement"); and

      WHEREAS, the Company and the Purchasers desire to provide for certain
arrangements with respect to (i) the registration of shares of capital stock
of the Company under the Securities Act of 1933, (ii) the Purchasers' right
of first refusal with respect to certain issuances of securities of the
Company, (iii) certain negative covenants of the Company and (iv) the
Purchasers' co-sale right with respect to certain sales of the Company's
stock by MSTR.

      NOW, THEREFORE, in consideration of the mutual promises and covenants
contained in this Agreement, the parties hereto agree as follows:

1.    Certain Definitions.

      As used in this Agreement, the following terms shall have the following
respective meanings:

           "Commission" means the Securities and Exchange Commission, or any
other federal agency at the time administering the Securities Act.

           "Common Stock" means the Class A Common Stock, $0.001 par value per
share, of the Company.

           "Exchange Act" means the Securities Exchange Act of 1934, as
amended, or any successor federal statute, and the rules and regulations of
the Commission issued under such Act, as they each may, from time to time, be
in effect.

           "Initiating Holders" means the Stockholders initiating a request
for registration pursuant to Section 2.1(a) or 2.1(b), as the case may be.

           "Initial Public Offering" means the initial underwritten public
offering of shares of Common Stock pursuant to an effective Registration
Statement.

           "MSTR" means MicroStrategy Incorporated, a Delaware corporation.

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           "MSTR Shares" means any shares of Common Stock and any shares of
Common Stock issued or issuable upon conversion or exercise of any other
securities held by MSTR.

           "Other Holders" shall have the meaning set forth in Section 2.1(d).

           "Prospectus" means the prospectus included in any Registration
Statement, as amended or supplemented by an amendment or prospectus
supplement, including post-effective amendments, and all material
incorporated by reference or deemed to be incorporated by reference in such
Prospectus.

           "Purchaser Registrable Shares" means the Registrable Shares held by
Stockholders other than MSTR.

           "Registration Statement" means a registration statement filed by
the Company with the Commission for a public offering and sale of securities
of the Company (other than a registration statement on Form S-8 or Form S-4,
or their successors, or any other form for a similar limited purpose, or any
registration statement covering only securities proposed to be issued in
exchange for securities or assets of another corporation).

           "Registration Expenses" means the expenses described in Section 2.4.

           "Registrable Shares" means (i) the shares of Common Stock issued or
issuable upon conversion of the Shares, (ii) any shares of Common Stock, and
any shares of Common Stock issued or issuable upon the conversion or exercise
of any other securities, acquired by the Purchasers pursuant to Section 3 of
this Agreement, (iii) all MSTR Shares and (iv) any other shares of Common
Stock issued in respect of such shares (because of stock splits, stock
dividends, reclassifications, recapitalizations, or similar events);
provided, however, that shares of Common Stock which are Registrable Shares
shall cease to be Registrable Shares upon (i) any sale pursuant to a
Registration Statement or Rule 144 under the Securities Act or (ii) any sale
in any manner to a person or entity which, by virtue of Section 5 of this
Agreement, is not entitled to the rights provided by this Agreement.
Wherever reference is made in this Agreement to a request or consent of
holders of a certain percentage of Registrable Shares or Purchaser
Registrable Shares, the determination of such percentage shall include shares
of Common Stock issuable upon conversion of the Shares even if such
conversion has not been effected.

           "Securities Act" means the Securities Act of 1933, as amended, or
any successor federal statute, and the rules and regulations of the
Commission issued under such Act, as they each may, from time to time, be in
effect.

           "Selling Stockholder" means any Stockholder owning Registrable
Shares included in a Registration Statement.

           "Series A Preferred Stock" means the Series A Preferred Stock,
$0.001 par value per share, of the Company.

           "Shares" shall have the meaning specified in Subsection 1.2 of the
Purchase Agreement.

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           "Stockholders" means MSTR, the Purchasers and any persons or
entities to whom the rights granted under this Agreement are transferred by
any Purchasers, their successors or assigns pursuant to Section 5 hereof.

2.    Registration Rights

2.1   Required Registrations.

(a)   Commencing six months after the closing of the Initial Public Offering,
each of (i) MSTR and (ii) a Stockholder or Stockholders other than MSTR
holding in the aggregate at least 35% of the Purchaser Registrable Shares
then outstanding and requesting the registration of Registrable Securities
having an aggregate value of at least $10,000,000 (based on the term of the
then current market price for fair value), may request, in writing, that the
Company effect the registration on Form S-1 or Form S-2 (or any successor
form) of Registrable Shares owned by such Stockholder or Stockholders.

(b)   At any time after the Company becomes eligible to file a Registration
Statement on Form S-3 (or any successor form relating to secondary
offerings), each of (i) MSTR and (ii) a Stockholder or Stockholders other
than MSTR holding in the aggregate at least 20% of the Purchaser Registrable
Shares then outstanding and requesting the registration of Registrable
Securities having an aggregate value of at least $5,000,000 (based on the
then current public market price) may request, in writing, that the Company
effect the registration on Form S-3 (or such successor form), of Registrable
Shares owned by such Stockholder or Stockholders.

(c)   Upon receipt of any request for registration pursuant to this Section 2,
the Company shall promptly give written notice of such proposed registration
to all other Stockholders.  Such Stockholders shall have the right, by giving
written notice to the Company within 30 days after the Company provides its
notice, to elect to have included in such registration such of their
Registrable Shares as such Stockholders may request in such notice of
election, subject in the case of an underwritten offering to the approval of
the managing underwriter as provided in Section 2.1(d) below.  Thereupon, the
Company shall, as expeditiously as possible, use its best efforts to effect
the registration on an appropriate registration form of all Registrable
Shares which the Company has been requested to so register (provided,
however, that in the case of a registration requested under Section 2.1(b),
the Company will only be obligated to effect such registration on Form S-3
(or any successor form)).

                     If the Initiating Holders intend to distribute the
Registrable Shares covered by their request by means of an underwriting, they
shall so advise the Company as a part of their request made pursuant to
Section 2.1(a) or (b), as the case may be, and the Company shall include such
information in its written notice referred to in Section 2.1(c).  The right
of any other Stockholder to include its Registrable Shares in such
registration pursuant to Section 2.1(a) or (b), as the case may be, shall be
conditioned upon such other Stockholder's participation in such underwriting
on the terms set forth herein.

(d)   If the Company desires that any officers or directors of the Company
holding securities of the Company be included in any registration for an
underwritten

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offering requested pursuant to Section 2.1(a) or (b) or if other
holders of securities of the Company who are entitled, by contract with the
Company, to have securities included in such a registration (the "Other
Holders") request such inclusion, the Company may include the securities of
such officers, directors and Other Holders in such registration and
underwriting on the terms set forth herein.  The Company shall (together with
all Stockholders, officers, directors and Other Holders proposing to
distribute their securities through such underwriting) enter into an
underwriting agreement in customary form (including, without limitation,
customary indemnification and contribution provisions on the part of the
Company) with the managing underwriter.  Notwithstanding any other provision
of this Section 2.1(d), if the managing underwriter advises the Company that
the inclusion of all shares requested to be registered would adversely affect
the offering, the securities of the Company held by officers or directors of
the Company (other than Registrable Shares) and the securities held by Other
Holders (other than Registrable Shares) shall be excluded from such
registration and underwriting to the extent deemed advisable by the managing
underwriter, and if a further limitation of the number of shares is required,
the Registrable Securities held by the Initiating Holders will be included
prior to the inclusion of any securities held by Other Holders or to be
included by the Company, and therafter, the number of shares that may be
included in such registration and underwriting shall be allocated among all
holders of Registrable Shares requesting registration in proportion, as
nearly as practicable, to the respective number of Registrable Shares held by
them at the time of the request for registration made by the Initiating
Holders pursuant to Section 2.1(a) or (b), as the case may be.  If any holder
of Registrable Shares, officer, director or Other Holder who has requested
inclusion in such registration as provided above disapproves of the terms of
the underwriting, such person may elect to withdraw therefrom by written
notice to the Company, and the securities so withdrawn shall also be
withdrawn from registration.  If the managing underwriter has not limited the
number of Registrable Shares or other securities to be underwritten, the
Company may include securities for its own account in such registration if
the managing underwriter so agrees and if the number of Registrable Shares
and other securities which would otherwise have been included in such
registration and underwriting will not thereby be limited.

(e)   The Company shall have the right to select the managing underwriter(s)
for any underwritten offering requested pursuant to Section 2.1(a) or (b),
subject to reasonable consultation with and the approval of the Initiating
Holders, which approval will not be unreasonably withheld.

(f)   The Company shall not be required to effect more than one registration
for each of (i) MSTR and (ii) a Stockholder or Stockholders other than MSTR
pursuant to Section 2.1(a), or more than five registrations for each of (i) MSTR
and (ii) a Stockholder or Stockholders other than MSTR pursuant to Section
2.1(b) . In addition, the Company shall not be required to effect any
registration (other than on Form S-3 or any successor form relating to secondary
offerings) within six months after the effective date of the Registration
Statement relating to the Initial Public Offering. For purposes of this Section
2.1(f), a Registration Statement shall not be counted until such time as such
Registration Statement has been declared effective by the Commission (unless the
Initiating Holders withdraw their request for such registration (other than as a
result of information concerning the business or financial condition of the
Company which is made known to the Stockholders after the date on which

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such registration was requested) and elect not to pay the Registration Expenses
therefor pursuant to Section 2.4).

(g)   If at the time of any request to register Registrable Shares by
Initiating Holders pursuant to this Section 2.1, the Company is engaged or
has plans to engage in a registered public offering or is engaged in any
other activity with respect to which the Company furnishes to Initiating
Holders a certificate signed by the Chief Executive Officer of the Company
stating that in the good faith judgment of the Company's Board of Directors,
it would be materially detrimental to the Company and its stockholders for
such registration statement to be filed and it is therefore essential to
defer the filing of such registration statement, the Company may at its
option direct that such request be delayed for a period not in excess of 90
days from the date of such request, such right to delay a request to be
exercised by the Company not more than once in any 12-month period.

2.2   Incidental Registration.

(a)   Whenever the Company proposes to file a Registration Statement (other
than a Registration Statement filed pursuant to Section 2.1 and a
Registration Statement covering shares to be sold solely for the account of
Other Holders) at any time and from time to time, it will, prior to such
filing, give written notice to all Stockholders of its intention to do so;
provided, that no such notice need be given if no Registrable Shares are to
be included therein as a result of a determination of the managing
underwriter pursuant to Section 2.2(b).  Upon the written request of a
Stockholder or Stockholders given within 20 days after the Company provides
such notice (which request shall state the intended method of disposition of
such Registrable Shares), the Company shall use its best efforts to cause all
Registrable Shares which the Company has been requested by such Stockholder
or Stockholders to register to be registered under the Securities Act to the
extent necessary to permit their sale or other disposition in accordance with
the intended methods of distribution specified in the request of such
Stockholder or Stockholders; provided that the Company shall have the right
to postpone or withdraw any registration effected pursuant to this
Section 2.2 without obligation to any Stockholder.

(b)   If the registration for which the Company gives notice pursuant to
Section 2.2(a) is a registered public offering involving an underwriting, the
Company shall so advise the Stockholders as a part of the written notice
given pursuant to Section 2.2(a).  In such event, the right of any
Stockholder to include its Registrable Shares in such registration pursuant
to Section 2.2 shall be conditioned upon such Stockholder's participation in
such underwriting on the terms set forth herein.  All Stockholders proposing
to distribute their securities through such underwriting shall enter into an
underwriting agreement in customary form with the underwriter or underwriters
selected for the underwriting by the Company.  Notwithstanding any other
provision of this Section 2.2, if the managing underwriter determines that
the inclusion of all shares requested to be registered would adversely affect
the offering, the Company may limit the number of Registrable Shares to be
included in the registration and underwriting.  The Company shall so advise
all holders of Registrable Shares requesting registration, and the number of
shares that are entitled to be included in the registration and underwriting
shall be allocated in the following manner.  The securities of the Company
held by holders other than Stockholders and Other Holders shall be excluded
from such registration and underwriting to the

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<PAGE>

extent deemed advisable by the managing underwriter, and, if a further
limitation on the number of shares is required, the number of shares that may be
included in such registration and underwriting shall be allocated among all
Stockholders and Other Holders requesting registration in proportion, as nearly
as practicable, to the respective number of shares of Common Stock (on an
as-converted basis) which they held at the time the Company gives the notice
specified in Section 2.2(a). If any Stockholder or Other Holder would thus be
entitled to include more securities than such holder requested to be registered,
the excess shall be allocated among other requesting Stockholders and Other
Holders pro rata in the manner described in the preceding sentence. If any
holder of Registrable Shares or any officer, director or Other Holder
disapproves of the terms of any such underwriting, such person may elect to
withdraw therefrom by written notice to the Company, and any Registrable Shares
or other securities excluded or withdrawn from such underwriting shall be
withdrawn from such registration.

                (c)  Notwithstanding the foregoing, the Company shall not be
required, pursuant to this Section 2.2, to include any Registrable Shares in
a Registration Statement (other than in the Initial Public Offering) if such
Registrable Shares can then be sold pursuant to Rule 144(k) under the
Securities Act.

2.3   Registration Procedures.

(a)   If and whenever the Company is required by the provisions of this
Agreement to use its best efforts to effect the registration of any
Registrable Shares under the Securities Act, the Company shall:

(i)   file with the Commission a Registration Statement with respect to such
Registrable Shares and use commercially reasonable efforts to cause that
Registration Statement to become effective as soon as possible;

(ii)  promptly prepare and file with the Commission any amendments and
supplements to the Registration Statement and the prospectus included in the
Registration Statement as may be necessary to comply with the provisions of
the Securities Act (including the anti-fraud provisions thereof) and to keep
the Registration Statement effective for 60 days from the effective date or
such lesser period until all such Registrable Shares are sold;

(iii) promptly furnish to each Selling Stockholder such reasonable numbers of
copies of the Prospectus, including any preliminary Prospectus, in conformity
with the requirements of the Securities Act, and such other documents as such
Selling Stockholder may reasonably request in order to facilitate the public
sale or other disposition of the Registrable Shares owned by such Selling
Stockholder;

(iv)  promptly use its best efforts to register or qualify the Registrable
Shares covered by the Registration Statement under the securities or Blue Sky
laws of such states as the Selling Stockholders shall reasonably request, and
do any and all other acts and things that may be necessary or desirable to
enable the Selling Stockholders to consummate the public sale or other
disposition in such states of the Registrable Shares owned by the Selling
Stockholder; provided, however, that the Company shall not be required in
connection with this

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paragraph (iv) to qualify as a foreign corporation or execute a general consent
to service of process in any jurisdiction;

(v)   promptly cause all such Registrable Shares to be listed on each
securities exchange or automated quotation system on which similar securities
issued by the Company are then listed;

(vi)  promptly make available for inspection by the Selling Stockholders, any
managing underwriter participating in any disposition pursuant to such
Registration Statement, and any attorney or accountant or other agent
retained by any such underwriter or selected by the Selling Stockholders, all
financial and other records, pertinent corporate documents and properties of
the Company and cause the Company's officers, directors, employees and
independent accountants to supply all information reasonably requested by any
such seller, underwriter, attorney, accountant or agent in connection with
such Registration Statement;

(vii) promptly notify each Selling Stockholder, promptly after it shall
receive notice thereof, of the time when such Registration Statement has
become effective or a supplement to any Prospectus forming a part of such
Registration Statement has been filed; and

(viii)     following the effectiveness of such Registration Statement,
promptly notify each seller of such Registrable Shares of any request by the
Commission for the amending or supplementing of such Registration Statement
or Prospectus.

(b)   If the Company has delivered a Prospectus to the Selling Stockholders
and after having done so the Prospectus is amended to comply with the
requirements of the Securities Act, the Company shall promptly notify the
Selling Stockholders and, if requested, the Selling Stockholders shall
immediately cease making offers of Registrable Shares and return all
Prospectuses to the Company.  The Company shall promptly provide the Selling
Stockholders with revised Prospectuses and, following receipt of the revised
Prospectuses, the Selling Stockholders shall be free to resume making offers
of the Registrable Shares.

(c)   In the event that, in the good faith judgment of the Company's Board of
Directors, it is advisable to suspend use of a Prospectus included in a
Registration Statement due to pending material developments or other events
that have not yet been publicly disclosed and as to which the Company
believes public disclosure would be materially detrimental to the Company and
its stockholders, the Company shall notify all Selling Stockholders to such
effect, and, upon receipt of such notice, each such Selling Stockholder shall
immediately discontinue any sales of Registrable Shares pursuant to such
Registration Statement until such Selling Stockholder has received copies of
a supplemented or amended Prospectus or until such Selling Stockholder is
advised in writing by the Company that the then current Prospectus may be
used and has received copies of any additional or supplemental filings that
are incorporated or deemed incorporated by reference in such Prospectus.
Notwithstanding anything to the contrary herein, the Company shall not
exercise its rights under this Section

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2.3(c) to suspend sales of Registrable Shares for a period in excess of 90 days
in any 365-day period.

2.4   Allocation of Expenses.  The Company will pay all Registration Expenses
for all registrations under this Agreement.  For purposes of this Section,
the term "Registration Expenses" shall mean all expenses incurred by the
Company in complying with this Agreement, including, without limitation, all
registration and filing fees, exchange listing fees, printing expenses, fees
and expenses of counsel for the Company and the reasonable fees and expenses
of one counsel selected by the Selling Stockholders to represent the Selling
Stockholders, state Blue Sky fees and expenses, and the expense of any
special audits incident to or required by any such registration, but
excluding underwriting discounts, selling commissions and the fees and
expenses of Selling Stockholders' own counsel (other than the counsel
selected to represent all Selling Stockholders).

2.5   Indemnification and Contribution.

(a)   In the event of any registration of any of the Registrable Shares under
the Securities Act pursuant to this Agreement, the Company will indemnify and
hold harmless each Selling Stockholder, each underwriter of such Registrable
Shares, and each other person, if any, who controls such Selling Stockholder
or underwriter within the meaning of the Securities Act or the Exchange Act
against any losses, claims, damages or liabilities, joint or several, to
which such Selling Stockholder, underwriter or controlling person may become
subject under the Securities Act, the Exchange Act, state securities or Blue
Sky laws or otherwise, insofar as such losses, claims, damages or liabilities
(or actions in respect thereof) arise out of or are based upon any untrue
statement or alleged untrue statement of any material fact contained in any
Registration Statement under which such Registrable Shares were registered
under the Securities Act, any preliminary prospectus or final prospectus
contained in the Registration Statement, or any amendment or supplement to
such Registration Statement, or arise out of or are based upon the omission
or alleged omission to state a material fact required to be stated therein or
necessary to make the statements therein not misleading; and the Company will
reimburse such Selling Stockholder, underwriter and each such controlling
person for any legal or any other expenses reasonably incurred by such
Selling Stockholder, underwriter or controlling person in connection with
investigating or defending any such loss, claim, damage, liability or action;
provided, however, that the Company will not be liable in any such case to
the extent that any such loss, claim, damage or liability arises out of or is
based upon any untrue statement or omission made in such Registration
Statement, preliminary prospectus or prospectus, or any such amendment or
supplement, in reliance upon and in conformity with information furnished to
the Company, in writing, by or on behalf of such Selling Stockholder,
underwriter or controlling person specifically for use in the preparation
thereof.

(b)   In the event of any registration of any of the Registrable Shares under
the Securities Act pursuant to this Agreement, each Selling Stockholder,
severally and not jointly, will indemnify and hold harmless the Company, each of
its directors and officers and each underwriter (if any) and each person, if
any, who controls the Company or any such underwriter within the meaning of the
Securities Act or the Exchange Act, against any losses, claims, damages or
liabilities, joint or several, to which the Company, such directors and
officers, underwriter or controlling person may become subject under the
Securities Act,

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Exchange Act, state securities or Blue Sky laws or otherwise, insofar as such
losses, claims, damages or liabilities (or actions in respect thereof) arise out
of or are based upon any untrue statement or alleged untrue statement of a
material fact contained in any Registration Statement under which such
Registrable Shares were registered under the Securities Act, any preliminary
prospectus or final prospectus contained in the Registration Statement, or any
amendment or supplement to the Registration Statement, or arise out of or are
based upon any omission or alleged omission to state a material fact required to
be stated therein or necessary to make the statements therein not misleading, if
the statement or omission was made in reliance upon and in conformity with
information relating to such Selling Stockholder furnished in writing to the
Company by or on behalf of such Selling Stockholder specifically for use in
connection with the preparation of such Registration Statement, prospectus,
amendment or supplement; provided, however, that the obligations of a Selling
Stockholder hereunder shall be limited to an amount equal to the net proceeds to
such Selling Stockholder of Registrable Shares sold in connection with such
registration.

(c)   Each party entitled to indemnification under this Section (the
"Indemnified Party") shall give notice to the party required to provide
indemnification (the "Indemnifying Party") promptly after such Indemnified
Party has actual knowledge of any claim as to which indemnity may be sought,
and shall permit the Indemnifying Party to assume the defense of any such
claim or any litigation resulting therefrom; provided, that counsel for the
Indemnifying Party, who shall conduct the defense of such claim or
litigation, shall be approved by the Indemnified Party (whose approval shall
not be unreasonably withheld); and, provided, further, that the failure of
any Indemnified Party to give notice as provided herein shall not relieve the
Indemnifying Party of its obligations under this Section except to the extent
that the Indemnifying Party is adversely affected by such failure. The
Indemnified Party may participate in such defense at such party's expense;
provided, however, that the Indemnifying Party shall pay such expense if
representation of such Indemnified Party by the counsel retained by the
Indemnifying Party would be inappropriate due to actual or potential
differing interests between the Indemnified Party and any other party
represented by such counsel in such proceeding; provided further that in no
event shall the Indemnifying Party be required to pay the expenses of more
than one law firm per jurisdiction as counsel for the Indemnified Party.  The
Indemnifying Party also shall be responsible for the expenses of such defense
if the Indemnifying Party does not elect to assume such defense.  No
Indemnifying Party, in the defense of any such claim or litigation shall,
except with the consent of each Indemnified Party, consent to entry of any
judgment or enter into any settlement which does not include as an
unconditional term thereof the giving by the claimant or plaintiff to such
Indemnified Party of a release from all liability in respect of such claim or
litigation, and no Indemnified Party shall consent to entry of any judgment
or settle such claim or litigation without the prior written consent of the
Indemnifying Party, which consent shall not be unreasonably withheld.

(d)   In order to provide for just and equitable contribution in circumstances
in which the indemnification provided for in this Section 2.5 is due in
accordance with its terms but for any reason is held to be unavailable to an
Indemnified Party in respect to any losses, claims, damages and liabilities
referred to herein, then the Indemnifying Party shall, in lieu of indemnifying
such Indemnified Party, contribute to the amount paid or payable by such
Indemnified Party as a result of such losses, claims, damages or liabilities to
which such party may be subject in such proportion as is appropriate to reflect
the relative fault of the Company on

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<PAGE>

the one hand and the Selling Stockholders on the other in connection with the
statements or omissions which resulted in such losses, claims, damages or
liabilities, as well as any other relevant equitable considerations. The
relative fault of the Company and the Selling Stockholders shall be determined
by reference to, among other things, whether the untrue or alleged untrue
statement of material fact related to information supplied by the Company or the
Selling Stockholders and the parties' relative intent, knowledge, access to
information and opportunity to correct or prevent such statement or omission.
The Company and the Selling Stockholders agree that it would not be just and
equitable if contribution pursuant to this Section 2.5 were determined by pro
rata allocation or by any other method of allocation which does not take account
of the equitable considerations referred to above. Notwithstanding the
provisions of this paragraph of Section 2.5, (a) in no case shall any one
Selling Stockholder be liable or responsible for any amount in excess of the net
proceeds received by such Selling Stockholder from the offering of Registrable
Shares and (b) the Company shall be liable and responsible for any amount in
excess of such proceeds; provided, however, that no person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities Act)
shall be entitled to contribution from any person who was not guilty of such
fraudulent misrepresentation. Any party entitled to contribution will, promptly
after receipt of notice of commencement of any action, suit or proceeding
against such party in respect of which a claim for contribution may be made
against another party or parties under this Section, notify such party or
parties from whom contribution may be sought, but the omission so to notify such
party or parties from whom contribution may be sought shall not relieve such
party from any other obligation it or they may have thereunder or otherwise
under this Section. No party shall be liable for contribution with respect to
any action, suit, proceeding or claim settled without its prior written consent,
which consent shall not be unreasonably withheld.

2.6   Information by Holder.  Each holder of Registrable Shares included in
any registration shall furnish to the Company such information regarding such
holder and the distribution proposed by such holder as the Company may
reasonably request in writing and as shall be required in connection with any
registration, qualification or compliance referred to in this Agreement.

2.7   "Stand-Off" Agreement; Confidentiality of Notices.  Each Stockholder, if
requested by the Company and the managing underwriter of an underwritten
public offering by the Company of Common Stock, shall not sell or otherwise
transfer or dispose of any Registrable Shares or other securities of the
Company held by such Stockholder for a period of 180 days, in the case of the
Initial Public Offering, and 90 days, in the case of any secondary offering,
following the effective date of a Registration Statement.

      The Company may impose stop-transfer instructions with respect to the
Registrable Shares or other securities subject to the foregoing restriction
until the end of such 180-day period.

      Any Stockholder receiving any written notice from the Company regarding
the Company's plans to file a Registration Statement shall treat such notice
confidentially and shall not disclose such information to any person other
than as necessary to exercise its rights under this Agreement.

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2.8   Limitations on Subsequent Registration Rights. The Company shall not,
without the prior written consent of Stockholders holding at least 66 2/3% of
the Purchaser Registrable Shares then held by all Stockholders, enter into
any agreement (other than this Agreement) with any holder or prospective
holder of any securities of the Company which grant such holder or
prospective holder rights to include securities of the Company in any
Registration Statement, unless (a) such rights to include securities in a
registration initiated by the Company or by Stockholders are not more
favorable than the rights granted to Other Holders under Sections 2.1 and 2.2
of this Agreement, and (b) no rights are granted to initiate a registration,
other than registration pursuant to a registration statement on Form S-3 (or
its successor) in which Stockholders are entitled to include Registrable
Shares on a pro rata basis with such holders based on the number of shares of
Common Stock (on an as-converted basis) owned by Stockholders and such
holders.

2.9   Rule 144 Requirements.  After the earliest of (i) the closing of the
sale of securities of the Company pursuant to a Registration Statement,
(ii) the registration by the Company of a class of securities under Section 12
of the Exchange Act, or (iii) the issuance by the Company of an offering
circular pursuant to Regulation A under the Securities Act, the Company
agrees to:

(a)   make and keep current public information about the Company available, as
those terms are understood and defined in Rule 144;

(b)   use its best efforts to file with the Commission in a timely manner all
reports and other documents required of the Company under the Securities Act
and the Exchange Act (at any time after it has become subject to such
reporting requirements); and

(c)   furnish to any holder of Registrable Shares upon request (i) a written
statement by the Company as to its compliance with the reporting requirements
of Rule 144 and of the Securities Act and the Exchange Act (at any time after
it has become subject to such reporting requirements), (ii) a copy of the
most recent annual or quarterly report of the Company, and (iii) such other
reports and documents of the Company as such holder may reasonably request to
avail itself of any similar rule or regulation of the Commission allowing it
to sell any such securities without registration.

2.10  Termination.  All of the Company's obligations to register Registrable
Shares under Sections 2.1 and 2.2 of this Agreement shall terminate two years
after the closing of the Initial Public Offering.

3.    Right Of First Refusal.

(a)   The Company shall not issue, sell or exchange, agree to issue, sell or
exchange, or reserve or set aside for issuance, sale or exchange, (i) any
shares of its Common Stock, (ii) any other equity securities of the Company,
including, without limitation, shares of preferred stock, (iii) any option,
warrant or other right to subscribe for, purchase or otherwise acquire any
equity securities of the Company, or (iv) any debt securities convertible
into capital stock of the Company (collectively, the "Offered Securities"),
unless in each such case the Company shall have first complied with this
Section 3. The Company shall deliver to each

                                       11
<PAGE>

Purchaser a written notice of any proposed or intended issuance, sale or
exchange of Offered Securities (the "Offer"), which Offer shall (i) identify and
describe the Offered Securities, (ii) describe the price and other terms upon
which they are to be issued, sold or exchanged, and the number or amount of the
Offered Securities to be issued, sold or exchanged, (iii) identify the persons
or entities (if known) to which or with which the Offered Securities are to be
offered, issued, sold or exchanged and (iv) offer to issue and sell to or
exchange with such Purchaser (A) a pro rata portion of the Offered Securities
determined by dividing the aggregate number of shares of Common Stock then held
by such Purchaser (giving effect to the conversion of all shares of convertible
preferred stock then held) by the total number of shares of Common Stock then
outstanding (giving effect to the conversion of all outstanding shares of
convertible preferred stock) (the "Basic Amount"), and (B) any additional
portion of the Offered Securities attributable to the Basic Amounts of other
Purchasers as such Purchaser shall indicate it will purchase or acquire should
the other Purchasers subscribe for less than their Basic Amounts (the
"Undersubscription Amount").

(b)   To accept an Offer, in whole or in part, a Purchaser must deliver a
written notice to the Company prior to 30 days after the date of delivery of
the Offer, setting forth the portion of the Purchaser's Basic Amount that
such Purchaser elects to purchase and, if such Purchaser shall elect to
purchase all of its Basic Amount, the Undersubscription Amount (if any) that
such Purchaser elects to purchase (the "Notice of Acceptance").  If the Basic
Amounts subscribed for by all Purchasers are less than the total of all of
the Basic Amounts available for purchase, then each Purchaser who has set
forth an Undersubscription Amount in its Notice of Acceptance shall be
entitled to purchase, in addition to the Basic Amounts subscribed for, the
Undersubscription Amount it has subscribed for; provided, however, that if
the Undersubscription Amounts subscribed for exceed the difference between
the total of all of the Basic Amounts available for purchase and the Basic
Amounts subscribed for (the "Available Undersubscription Amount"), each
Purchaser who has subscribed for any Undersubscription Amount shall be
entitled to purchase only that portion of the Available Undersubscription
Amount as the Undersubscription Amount subscribed for by such Purchaser bears
to the total Undersubscription Amounts subscribed for by all Purchasers,
subject to rounding by the Board of Directors to the extent it deems
reasonably necessary.

(c)   The Company shall have 90 days from the expiration of the period set
forth in Section 3(b) above to issue, sell or exchange all or any part of
such Offered Securities as to which a Notice of Acceptance has not been given
by the Purchasers (the "Refused Securities"), but only to the offerees or
purchasers described in the Offer (if so described therein) and only upon
terms and conditions (including, without limitation, unit prices and interest
rates) which are not more favorable, in the aggregate, to the acquiring
person or persons or less favorable to the Company than those set forth in
the Offer.

(d)   In the event the Company shall propose to sell less than all the Refused
Securities (any such sale to be in the manner and on the terms specified in
Section 3(c) above), then each Purchaser may, at its sole option and in its sole
discretion, reduce the number or amount of the Offered Securities specified in
its Notice of Acceptance to an amount that shall be not less than the number or
amount of the Offered Securities that the Purchaser elected to purchase pursuant
to Section 3(b) above multiplied by a fraction, (i) the numerator of which shall
be the number or amount of Offered Securities the Company actually proposes to
issue, sell or
                                       12
<PAGE>

exchange (including Offered Securities to be issued or sold to Purchasers
pursuant to Section 3(b) above prior to such reduction) and (ii) the denominator
of which shall be the original amount of the Offered Securities. In the event
that any Purchaser so elects to reduce the number or amount of Offered
Securities specified in its Notice of Acceptance, the Company may not issue,
sell or exchange more than the reduced number or amount of the Offered
Securities unless and until such securities have again been offered to the
Purchasers in accordance with Section 3(a) above.

(e)   Upon the closing of the issuance, sale or exchange of all or less than
all of the Refused Securities, the Purchasers shall acquire from the Company,
and the Company shall issue to the Purchasers, the number or amount of
Offered Securities specified in the Notices of Acceptance, as reduced
pursuant to Section 3(d) above if the Purchasers have so elected, upon the
terms and conditions specified in the Offer.  The purchase by the Purchasers
of any Offered Securities is subject in all cases to the preparation,
execution and delivery by the Company and the Purchasers of a purchase
agreement relating to such Offered Securities reasonably satisfactory in form
and substance to the Purchasers and their respective counsel.

(f)   Any Offered Securities not acquired by the Purchasers or other persons
in accordance with Section 3(c) above may not be issued, sold or exchanged
until they are again offered to the Purchasers under the procedures specified
in this Agreement.

(g)   The rights of the Purchasers under this Section 3 shall not apply to:

(1)   the issuance of any shares of Common Stock as a stock dividend to
holders of Common Stock or upon any subdivision or combination of shares of
Common Stock;

(2)   the issuance of any shares of Common Stock upon conversion of shares of
convertible preferred stock;

(3)   the issuance of up to 10,000,000 shares of Common Stock and such
additional number of shares as may be approved by the compensation committee
of the board of directors of the Company, or the grant of options therefor,
including shares issued upon exercise of options outstanding on the date of
this Agreement (such number to be proportionately adjusted in the event of
any stock splits, stock dividends, recapitalizations or similar events
occurring on or after the date of this Agreement) to officers, directors,
consultants and employees of the Company or any subsidiary pursuant to any
plan, agreement or arrangement approved by the Board of Directors of the
Company (it being understood that any shares subject to options that expire
or terminate unexercised shall not count towards the maximum number set forth
in this clause (3));

(4)   the issuance of securities solely in consideration for the acquisition
(whether by merger or otherwise) by the Company or any of its subsidiaries of
all or substantially all of the stock or assets of any other entity;

(5)   the issuance of shares of Common Stock by the Company in a
firm-commitment underwritten public offering pursuant to an effective
registration statement under the Securities Act;

                                       13
<PAGE>

(6)    the issuance of Common Stock or Series A Preferred Stock to one or more
strategic investors in connection the creation of a strategic business
relationship in which the issuance of such securities is not intended
primarily to finance the operations of the Company, at a purchase price per
share equal to or greater than $3.19, provided that the aggregate proceeds of
such excluded issuances pursuant to this clause (6) shall not exceed
$100,000,000;

(7)   the issuance of warrants to purchase up to 10,000,000 shares of Common
Stock to one or more strategic investors in connection with the creation of a
strategic business relationship in which the issuance of such warrants is not
intended primarily to finance the operations of the Company; or

(8)   the issuance of shares of Common Stock, or the grant of any warrants
therefor, in connection with any present or future borrowing, loan, line of
credit, leasing or similar financing arrangement so long as such issuance is
incidental to raising indebtedness and is not primarily for the purpose of
effecting an equity financing.

4.    Negative Covenants.  So long as at least 2,000,000 Shares (such number
to be proportionately adjusted in the event of any stock splits, stock
dividends, recapitalizations or similar events occurring on or after the date
of this Agreement) are outstanding and held by stockholders other than MSTR,
the Company shall not, without the prior written consent of the holders of
not less than 66 2/3 % of the then outstanding Shares:

(a)   amend the Certificate of Incorporation of the Company to authorize any
additional shares of Series A Preferred Stock or to authorize or designate
any other class or series of stock senior to the Series A Preferred Stock as
to dividends, rights upon liquidation or redemption; or

(b)   amend any provision of, or add any provision to, the Company's
Certificate of Incorporation or By-Laws, which such amendment or provisions
would adversely affect the Series A Preferred.

5.    Transfers of Rights.  This Agreement, and the rights and obligations of
each Purchaser hereunder, may be assigned by such Purchaser to (i) any person
or entity to which at least 1,000,000 Shares are transferred by such
Purchaser or (ii) to any partner, stockholder or affiliate of such Purchaser,
and such transferee shall be deemed a "Purchaser" for purposes of this
Agreement; provided that the transferee provides written notice of such
assignment to the Company and agrees in writing to be bound hereby.

6.    Co-Sale Right.

6.1   Notice of Proposed Sale by MSTR. If MSTR desires to sell any MSTR Shares
in any transaction other than pursuant to Section 6.3 of this Agreement, MSTR
shall first deliver written notice of his desire to do so (the "Co-Sale Notice")
to the Company and each of the Purchasers, in the manner prescribed in Section
7(d) of this Agreement. The Co-Sale Notice shall specify: (i) at MSTR's option,
the name and address of the party to which MSTR proposes to sell its shares (the
"Offeror"), (ii) the number of MSTR Shares MSTR proposes to sell (the "Offered
Shares"), (iii) the consideration per share to be delivered to MSTR for the
proposed

                                       14
<PAGE>

sale, transfer or disposition, and (iv) all other material terms and conditions
of the proposed transaction (the "MSTR Transaction").

6.2   Purchasers' Co-Sale Option.  Each Purchaser shall have an option,
exercisable for a period of ten (10) days from the date of delivery of the
Co-Sale Notice (the "Option Period"), to sell Shares in the MSTR
Transaction.  In order to exercise its option, each Purchaser desiring to
participate in the MSTR Transaction (a "Participating Purchaser") shall
notify the Secretary of the Company and MSTR of its desire to participate in
the MSTR Transaction as a co-seller on the terms set forth in the Co-Sale
Notice, and the number of Shares it wishes to sell.  MSTR shall use
commercially reasonable efforts to interest the Offeror in purchasing, in
addition to the Offered Shares, the Shares the Participating Purchasers wish
to sell.  If the Offeror does not wish to purchase all of the Offered Shares
and the additional Shares made available by the Participating Purchasers,
then each Participating Purchaser and MSTR shall be entitled to sell, at the
price and on the terms and conditions set forth in the Co-Sale Notice
(provided that the price set forth in the Offer with respect to shares of
Common Stock shall be appropriately adjusted, if necessary, based on the
conversion ratio of any convertible stock to be sold), a portion of the
shares being sold to the Offeror, in the same proportion as MSTR's or the
Participating Purchaser's ownership of MSTR Shares or Shares, as the case may
be, bears to the aggregate number (on an as converted basis) of MSTR Shares
and Shares owned by MSTR and the Participating Purchasers.  The MSTR
Transaction contemplated by the Co-Sale Notice shall be consummated not later
than 60 days after the expiration of the Option Period.

6.3   Excluded Transactions. The rights of the Purchasers under this Section 6
shall not apply to:

(a)   any sale of MSTR Shares to any majority-owned subsidiary of MSTR; or

(b)   any pledge of stock by MSTR to a financial institution, including any
pledge in which record ownership is transferred to such financial institution
and any foreclosure or other exercise of creditors' rights pursuant to such
pledge.

7.    General.

(a)   Severability.  The invalidity or unenforceability of any provision of
this Agreement shall not affect the validity or enforceability of any other
provision of this Agreement.

(b)   Specific Performance.  In addition to any and all other remedies that
may be available at law in the event of any breach of this Agreement, each
Purchaser shall be entitled to specific performance of the agreements and
obligations of the Company hereunder and to such other injunctive or other
equitable relief as may be granted by a court of competent jurisdiction.

(c)   Governing Law.  This Agreement shall be governed by and construed in
accordance with the internal laws of the State of Delaware (without reference
to the conflicts of law provisions thereof).

                                       15
<PAGE>

(d)   Notices.  All notices, requests, consents, and other communications
under this Agreement shall be in writing and shall be deemed delivered (i)
two business days after being sent by registered or certified mail, return
receipt requested, postage prepaid or (ii) one business day after being sent
via a reputable nationwide overnight courier service guaranteeing next
business day delivery, in each case to the intended recipient as set forth
below:

      If to the Company, at 8000 Towers Crescent Drive, Vienna, Virginia
22182, Attention:  President, or at such other address or addresses as may
have been furnished in writing by the Company to the Purchasers, with a copy
to Thomas S. Ward, Esq., Hale and Dorr LLP, 60 State Street, Boston,
Massachusetts 02109; or

      If to MSTR, at 8000 Towers Crescent Drive, Vienna, Virginia 22182,
Attention:  President and General Counsel, or at such other address or
addresses as may have been furnished in writing by the Company to the
Purchasers, with a copy to Thomas S. Ward, Esq., Hale and Dorr LLP, 60 State
Street, Boston, Massachusetts 02109; or

      If to a Purchaser, at his or its address set forth on Exhibit A, or at
such other address or addresses as may have been furnished to the Company in
writing by such Purchaser.

      Any party may give any notice, request, consent or other communication
under this Agreement using any other means (including, without limitation,
personal delivery, messenger service, telecopy, first class mail or
electronic mail), but no such notice, request, consent or other communication
shall be deemed to have been duly given unless and until it is actually
received by the party for whom it is intended.  Any party may change the
address to which notices, requests, consents or other communications
hereunder are to be delivered by giving the other parties notice in the
manner set forth in this Section.

(e)   Complete Agreement.  This Agreement constitutes the entire agreement and
understanding of the parties hereto with respect to the subject matter hereof
and supersedes all prior agreements and understandings relating to such
subject matter.

(f)   Amendments and Waivers.  Any term of this Agreement may be amended or
terminated and the observance of any term of this Agreement may be waived
with respect to all parties to this Agreement (either generally or in a
particular instance and either retroactively or prospectively), with the
written consent of the Company and the holders of at least 66 2/3% of the
Purchaser Registrable Shares.  Notwithstanding the foregoing, this Agreement
may be amended or terminated, and any right hereunder may be waived with
respect to all parties to this Agreement with the consent of the holders of
less than all Registrable Shares only in a manner which applies to all such
holders in the same fashion. Any such amendment, termination or waiver
effected in accordance with this Section 6(f) shall be binding on all parties
hereto, even if they do not execute such consent and the Company.  No waivers
of or exceptions to any term, condition or provision of this Agreement, in
any one or more instances, shall be deemed to be, or construed as, a further
or continuing waiver of any such term, condition or provision.

                                       16
<PAGE>

(g)   Pronouns.  Whenever the context may require, any pronouns used in this
Agreement shall include the corresponding masculine, feminine or neuter
forms, and the singular form of nouns and pronouns shall include the plural,
and vice versa.

(h)   Counterparts; Facsimile Signatures.  This Agreement may be executed in
any number of counterparts, each of which shall be deemed to be an original,
and all of which together shall constitute one and the same document.  This
Agreement may be executed by facsimile signatures.

(i)   Section Headings.  The section headings are for the convenience of the
parties and in no way alter, modify, amend, limit or restrict the contractual
obligations of the parties.

7.2   Termination.  Sections 3, 4 and 6 of this Agreement shall terminate upon
the earlier of the following events

(a)   a merger or consolidation of the Company with or into any other
corporation or corporations in which the holders of the Company's outstanding
shares immediately before such merger or consolidation do not immediately
after such merger or consolidation, retain stock representing a majority of
the voting power of the surviving corporation of such merger or consolidation
or stock representing a majority of the voting power of a corporation that
wholly owns, directly or indirectly, the surviving corporation of such merger
or consolidation; and

(b)   the closing of an Initial Public Offering resulting in net proceeds to
the Company of at least $30,000,000, at a price to the public of at least
$10.00 per share (as adjusted for stock splits, stock dividends,
recapitalizations and similar events).

                                       17
<PAGE>


              [Counterpart signature page to Investor Rights Agreement]



      Executed as of the date first written above.



                               STRATEGY.COM INCORPORATED

                               By: /s/ Eric F. Brown
                               ---------------------

                               Name:   Eric F. Brown
                               ---------------------

                               Title:  Chief Financial Officer
                               -------------------------------


                                       18
<PAGE>

           [Counterpart signature page to Investor Rights Agreement]



      Executed as of the date first written above.





                               MICROSTRATEGY INCORPORATED



                               By:  /s/ Eric F. Brown
                               ----------------------

                               Name:    Eric F. Brown
                               ----------------------

                               Title:   Chief Financial Officer
                               --------------------------------


                                       19
<PAGE>
              [Counterpart signature page to Investor Rights Agreement]



      Executed as of the date first written above.





                               AETHER CAPITAL LLC

                               By:  Aether Systems, Inc.

                               By:  /s/ David S. Oros
                               ----------------------

                               Name:    David S. Oros
                               ----------------------

                               Title:   Chief Executive Officer
                               --------------------------------


                                       20
<PAGE>

              [Counterpart signature page to Investor Rights Agreement]



      Executed as of the date first written above.



                               SNOWDON LTD. PARTNERSHIP

                               By:  Nevis LLC, its General Partner

                               By: /s/ David R. Wilmerding
                               ---------------------------

                               Name:   David R. Wilmerding
                               ---------------------------

                               Title:  President of Nevis LLC
                               ------------------------------


                                       21
<PAGE>
              [Counterpart signature page to Investor Rights Agreement]



      Executed as of the date first written above.



                               VALHALLA CAPITAL L.P.

                               By:  Valhalla Capital Management LLC

                               By:  /s/ Nancy Casey
                               --------------------

                               Name:    Nancy Casey
                               --------------------

                               Title:   Managing Member
                               ------------------------


                                       22
<PAGE>
              [Counterpart signature page to Investor Rights Agreement]



      Executed as of the date first written above.



                               NEW VENTURE PARTNERS IV, L.P.


                               By:  /s/ Howard D. Wolfe, Jr.
                               -----------------------------

                               Name:    Howard D. Wolfe, Jr.
                               -----------------------------

                               Title:   General Partner
                               ------------------------

                                       23
<PAGE>
              [Counterpart signature page to Investor Rights Agreement]



      Executed as of the date first written above.



                               By: /s/ Jon C. Baker
                               --------------------

                               Name:   Jon C. Baker
                               --------------------


                                       24
<PAGE>

              [Counterpart signature page to Investor Rights Agreement]



      Executed as of the date first written above.



                               By:  /s/ David R. Wilmerding III
                               --------------------------------

                               Name:    David R. Wilmerding, III
                               ---------------------------------




                                       25
<PAGE>

              [Counterpart signature page to Investor Rights Agreement]



      Executed as of the date first written above.



                               By: /s/ Nancy Casey
                               -------------------

                               Name:  Nancy Casey
                               ------------------



                               By: /s/ Arthur Marks
                               --------------------

                               Name:   Arthur Marks
                               --------------------





                                       26
<PAGE>
</TEXT>
</DOCUMENT>
