PROMISSORY NOTE DEED OF TRUST

PROMISSORY NOTE

SECURED BY

DEED OF TRUST



$720,000 DATED December 12, 1995





FOR VALUE RECEIVED, Edward W. Scott, Jr. and Cheryl S. Scott (collectively referred to as "Borrower"), an individual residing at 3464 Spring Creek Lane, Milpitas, California 95035 promises to pay to the order of BEA Systems, Inc., a Delaware corporation ("Lender"), at its offices l o cated at 2465 E. Bayshore Rd., Suite 301, Palo Alto, California 94303, or such other place as Lender may designate from time to time, the principal sum of SEVEN HUNDRED TWENTY THOUSAND AND NO/100 DOLLARS ($720,000.00), or such lesser amount as may be outs tanding from time to time, together with interest on the unpaid principal from the date hereof at the rate of interest of seven percent (7%) per annum, compounded annually.



1. PAYMENT PROVISIONS.



1.1 PAYMENT. The principal amount of this Note, and all accrued interest shall be due and payable on the earlier of the following dates ("Maturity"):



(a) Eight (8) months after the closing of the Initial Public Offering involving the sale of securities f or the account of Lender to the public, the gross proceeds of which exceed $10,000,000 at a price to the public of at least $10.00 per share (appropriately adjusted for any recapitalization of the Common Stock). For purposes of this Section 1.1, the "In i tial Public Offering" shall mean the first firm commitment underwritten public offering of the Common Stock of Lender pursuant to an effective registration statement declared effective under the Securities Act of 1933, as amended (other than a registratio n effected by Lender in connection with an employee benefit plan or a Rule 145 transaction, as defined in Rule 145 of the Securities and Exchange Commission); or



(b) January 1, 2001.



1.2 VOLUNTARY PREPAYMENT. Borrower may at any time, upon seven (7) days prior written notice to Lender, prepay this Note in whole or in part.



1.3 MANDATORY PREPAYMENT. Concurrently with the execution of this Note, Borrower is entering an Account Agreement with Wells Fargo Bank (the "Account Agreement"). Borrower's obligations under the Account Agreement shall be secured by a first deed of trust on the Property (defined in Section 2 below). In the event the aggregate amount advanced to Borrower under the Account Agreement exceeds $500,000 at any one time, then Borrower shall be required to make principal payments to Lender under this Note within ten (10) days so that sum of the outstanding principal







balances of this Note and the Account Agreement do not exceed $1,220,000 in the aggregate.



1.4 INTEREST CALCULATIONS/PAYMENT METHOD. All computations of interest hereunder shall be made on the basis of a year of 360 days for the actual number of days (including the first day but excludi ng the last day) occurring in the period for which such inter ...