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For Value received, MICHAEL D. CAPELLAS ("Maker"), promises to pay to the order of COMPAQ COMPUTER
CORPORATION, a Delaware Corporation ("Payee"), at 20555 State Highway 249, Houston, Texas 77070 (or at such other place
which may be hereafter designated by written notice to the Maker from the Payee) in lawful money of the United States of
July 22, 1999
the principal sum of Five Million and 00/100 Dollars ($5,000,000.00),
interest from the date of this Note until the maturity (howsoever such maturity may be brought about) upon the
unpaid principal balance at the rate of 5.67% per annum, compounded monthly, and
interest on past due principal and interest at the rate of eighteen percent (18%) per annum.
This Note shall be payable in full in a single installment of principal and accrued interest on the date that is the earlier of
(i) July 22, 2004 and (ii) one hundred twenty (120) days following the termination of employment of the Maker with the Payee.
The Maker shall have the right and privilege of prepaying, without notice or penalty, at any time and from time to time, all or
any part of this Note. All prepayments shall be applied first to accrued interest and then to installments of principal.
In the event of default in the payment of either principal or interest hereon, in whole or in part, or in the performance of any
agreement or covenant contained in any instrument securing the payment hereof or executed in connection herewith, the owner
hereof shall have the right and option, without notice or demand, to declare the principal and accrued interest on this Note at
once due and payable, and to foreclose or require foreclosure of any and all liens or security interests securing the payment
hereof. Failure to exercise such right upon any default shall not constitute a waiver of the right to exercise it in