EX-10.04

EXHIBIT 10.04


SECURED FULL RECOURSE BALLOON PAYMENT PROMISSORY NOTE


$462,391.13 March 30, 2001


1. Borrower's Promise to Pay. FOR VALUE RECEIVED, the undersigned STEPHEN
M. BENNETT ("Borrower") hereby promises to pay to the order of INTUIT INC., a
Delaware corporation ("Intuit"), at 2550 Garcia Avenue, Mountain View,
California 94043, Attention: Corporate Comptroller, in lawful money of the
United States of America, without offset or deduction, on or before March 30,
2011 (the "Maturity Date"), the principal amount of FOUR HUNDRED SIXTY-TWO
THOUSAND THREE HUNDRED NINETY-ONE AND 13/100 DOLLARS ($462,391.13), with
interest as set forth herein. The address for receipt of payments hereunder may
be changed at any time by the Note holder upon ten (10) days' written notice to
Borrower. Borrower acknowledges that the benefits of this loan are not
transferable.

2. Payments of Interest and Principal.

a. Accrual of Interest. This Note shall accrue interest from the
date of disbursement of the loan on the principal balance outstanding from time
to time at the rate of five and fifty one-hundredths percent (5.50%) per annum,
compounded semiannually.

b. Payment of Interest. Subject to the terms of Paragraphs 5 and 6
below, Borrower shall pay to the Note holder, on March 30, 2002 and on each
anniversary of such date, all interest then accrued and unpaid.

c. Payment of Principal. Subject to the terms of Paragraphs 5 and 6
below, Borrower shall pay to the Note holder, on the Maturity Date, the entire
then-outstanding principal balance of the loan.

d. General. Subject to the foregoing, the entire then-outstanding
principal balance, all interest then accrued and unpaid, plus any other sums
then due hereunder, shall be due and payable to the Note holder on the Maturity
Date set forth herein. In the event any sum due hereunder is not paid when due,
interest shall be payable on the unpaid amount, commencing at the date payment
was due and continuing until paid. Payments shall be applied first to interest
accrued and then to the principal balance. However, in no event shall the rate
of interest payable under this Note exceed the maximum rate permitted by
applicable law, and if any payment in the nature of interest shall cause the
maximum rate to be exceeded, the portion of the payment in excess of the maximum
rate shall be applied to reduce the principal balance. Interest payments for
periods less than a year shall be prorated based on a 360-day year.

3. Right to Prepay. Provided Borrower is not then in default hereunder,
Borrower shall have the right to prepay all or any part of the outstanding
unpaid principal at any time without notice and without any prepayment charge.

4. Collateral. This Note is secured by a Stock Pledge Agreement dated as
of March 30, 2001 executed by Borrower and attached hereto as Exhibit A (the
"Pledge Agreement") in



favor of Intuit covering 37,500 vested shares of common stock of Intuit
evidenced by certificate numbers 12121 and 12122 (the "Collateral"). Borrower
agrees that all terms, covenants and conditions of the Pledge Agreement are made
a part of this Note.

5. Events Triggering Immediate Repayment. In the event any or all of the
Collateral is sold, conveyed, assigned or otherwise transferred, by operation of
law or otherwise, then, the entire principal balance of this Note and all
accrued interest, and irrespective of the Maturity Date set forth herein, shall
become immediately due and payable.

6. Additional Events Triggering Acceleration. In the event Borrower
ceases for any reason to be employed by Intuit Inc. or any of its subsidiary
companies by virtue of an Involuntary Termination, a Voluntary Termination, a
Termination for Cause, a Termination without Cause, or a Termination for Death
or Disability, then the entire principal balance of this Note and all accrued
interest shall become due and payable on the earlier to occur of (i) two (2)
years from the date of the Involuntary Termination, the Termination without
Cause, or the Termination for Death or Disability, or ninety (90) days from the
date of the Termination for Cause or the Voluntary Termination, as applicable,
or (ii) the Maturity Date. All capitalized terms used in this Paragraph 6 and
not otherwise defined in this Note shall have the meanings ascribed to them in
that certain employment agreement entered into by and between Intuit and
Borrower dated January 21, 2000 and amended as of January 17, 2001.

7. Default.

a. Events of Default. Borrower shall be in default under this Note
if any of the following happen:

(i) Borrower does not pay the full amount of each payment
required under this Note within five (5) days of the date when due, or
fails to comply with any terms or conditions set forth in this Note; or

(ii) Borrower fails to comply with any terms or conditions set
forth in the Pledge Agreement; or

(iii) Borrower voluntarily files bankruptcy or seeks legal relief
from any debts under any state or federal law or if someone brings an
involuntary petition in bankruptcy against him.

b. Rights of Note Holder Upon Default. If Borrower is in default,
then the entire balance of this Note, including all accrued interest, and
irrespective of the Maturity Date set forth herein, at the option of the Note
holder, shall become immediately due and payable and the Note holder shall have
all rights and remedies in this Note, the Pledge Agreement, and at law and in
equity. Borrower promises to pay to the Note holder all costs, charges and
expenses, including attorneys' fees, incurred in collection of the amounts due
under this Note.

c. Full Recourse Against Borrower. Recourse may be had against any
and all assets of Borrower.

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8. Borrower's Waivers. Acceptance of any payment after default shall not
constitute a waiver of any such default. Any extension of time of payment of any
amounts due hereunder shall not affect the liability of Borrower, who hereby
waives demand, presentment for payment, notice of nonpayment, protest and notice
of protest.

9. Entire Agreement; Amendments. This Note contains the entire agreement
between the parties hereto concerning the subject matter hereof and supersedes
all prior written or oral agreements between the parties with respect to the
subject matter hereof, and no addition to or modification of any term or
provision shall be effective unless set forth in writing, signed by both of the
parties hereto. Without limiting the generality of the foregoing, Borrower
expressly agrees that the loan amount may be increased from time to time by
written amendment to this Note executed by both Borrower and Intuit in the event
additional sums are loaned, which the parties anticipate may occur in
conjunction with the vesting in Borrower of additional shares of Intuit stock
purchased by Borrower pursuant to certain Restricted Stock Purchase Agreements
between Borrower and Intuit dated as of January 24, 2000.

10. Time of Essence. Time is of the essence for the performance of each
and every covenant of Borrower hereunder.

11. California Law. This Note shall be governed by and construed in
accordance with the laws of the State of California.

By executing this Note, Borrower agrees that he has received a fully
completed copy of this Note.


BORROWER:



/s/ Stephen M. Bennett
- -----------------------
Stephen M. Bennett


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EXHIBIT A
---------

STOCK PLEDGE AGREEMENT



STOCK PLEDGE AGREEMENT
----------------------

This Stock Pledge Agreement (the "Pledge Agreement") is made and entered
into as of March 30, 2001 between Intuit Inc., a Delaware corporation
("Intuit"), and Stephen M. Bennett (the "Pledgor"). Capitalized terms that are
not defined herein shall have the meanings ascribed to them in the Secured Full
Recourse Balloon Payment Promissory Note of even date herewith delivered by
Pledgor to Intuit (the "Note").

R E C I T A L S

A. In exchange for delivery of the Note to Intuit and the promises
set forth therein, Intuit has lent Pledgor the principal amount of four hundred
sixty-two thousand three hundred ninety-one and 13/100 dollars ($462,391.13).

B. Pledgor has agreed that repayment of the Note will be secured by
the pledge of 37,500 shares of Intuit Common Stock (the "Shares") pursuant to
this Pledge Agreement.

NOW, THEREFORE, the parties agree as follows:

1. Creation of Security Interest. Pursuant to the provisions of the
California Commercial Code, Pledgor hereby grants to Intuit, and Intuit hereby
accepts, a first and present security interest in (i) the Shares, (ii) all
Dividends (as defined in Section 5 hereof), and (iii) all Additional Securities
(as defined in Section 6 hereof, to secure payment of the Note and performance
of all Pledgor's obligations under this Pledge Agreement. Pledgor herewith
delivers to Intuit Common Stock certificates Nos. 12121 and 12122 representing
all the Shares, together with one stock power for each certificate so delivered
in the form attached as Exhibit B to the Note, duly executed (with the date and
number of shares left blank) by Pledgor. For purposes of this Pledge Agreement,
the Shares, all Dividends and all Additional Securities will hereinafter be
collectively referred to as the "Collateral." Pledgor agrees that the Collateral
will be deposited with and held by the Secretary of Intuit or its designee (the
"Escrow Holder") and that, for purposes of carrying out the provisions of this
Pledge Agreement, Escrow Holder will act solely for Intuit as its agent.

2. Representations and Warranties and Covenants Regarding Collateral.
Pledgor hereby represents and warrants to Intuit that Pledgor has good title
(both record and beneficial) to the Collateral, free and clear of all claims,
pledges, security interests, liens or encumbrances of every nature whatsoever,
and that Pledgor has the right to pledge and grant Intuit the security interest
in the Collateral granted under this Pledge Agreement. Pledgor further agrees
that, until all sums due under the Note have been paid in full, and all of
Pledgor's obligations under this Pledge Agreement have been performed, Pledgor
will not, without Intuit's prior written consent, (i) sell, assign or transfer,
or attempt to sell, assign or transfer, any of the Collateral, or (ii) grant or
create, or attempt to grant or create, any security interest, lien, pledge,
claim or other encumbrance with respect to any of the Collateral or (iii) suffer
or permit to continue upon any of the Collateral during the term of this Pledge
Agreement, an attachment, levy, execution or statutory lien.




3. Rights on Default. Upon an occurrence of an Event of Default set forth
in Section 7 of the Note, Intuit will have full power to sell, assign and
deliver or otherwise dispose the whole or any part of the Collateral at any
broker's exchange or elsewhere, at public or private sale, at the option of
Intuit, in order to satisfy any part of the obligations of Pledgor now existing
or hereinafter arising under the Note or under this Pledge Agreement. On any
such sale, Intuit or its assigns may purchase all or any part of the Collateral.
In addition, at its sole option, Intuit may elect to retain all the Collateral
in full satisfaction of Pledgor's obligation under the Note, in accordance with
the provisions and procedures set forth in the California Uniform Commercial
Code. Pledgor agrees at Intuit's request, to cooperate with Intuit in connection
with the disposition of any and all of the Collateral and to execute and deliver
any documents which Intuit shall reasonably request to permit disposition of the
Collateral.

4. Additional Remedies. The rights and remedies granted to Intuit herein
upon an Event of Default will be in addition to all the rights, powers and
remedies of Intuit under the California Uniform Commercial Code and applicable
law and such rights, powers and remedies will be exercisable by Intuit with
respect to all of the Collateral. Pledgor agrees that Intuit's reasonable
expenses of holding the Collateral, preparing it for resale or other
disposition, and selling or otherwise disposing of the Collateral, including
attorneys' fees and other legal expenses, will be deducted from the proceeds of
any sale or other disposition and will be included in the amounts Pledgor must
tender to redeem the Collateral. All rights, powers and remedies of Intuit will
be cumulative and not alternative. Any forbearance or failure or delay by Intuit
in exercising any right, power or remedy hereunder will not be deemed to be a
waiver of any such right, power or remedy and any single or partial exercise of
any such right, power or remedy hereunder will not preclude the further exercise
thereof.

5. Dividends; Voting. All dividends hereinafter declared on or payable
with respect to any Collateral during the term of this Pledge Agreement
(excluding only ordinary cash dividends, which will be payable to Pledgor so
long as no Event of Default has occurred under the Note) (the "Dividends") will
be immediately delivered to Intuit to be held in pledge under this Pledge
Agreement. Notwithstanding this Pledge Agreement, so long as Pledgor owns the
Shares and no Event of Default has occurred under the Note, Pledgor will be
entitled to vote any shares comprising the Collateral, subject to any proxies
granted by Pledgor.

6. Adjustments. In the event that during the term of this Pledge
Agreement, any stock dividend, reclassification, readjustment, stock split or
other change is declared or made with respect to the Collateral, or if warrants
or any other rights, options or securities are issued in respect of the
Collateral, (the "Additional Securities") then all new, substituted and/or
additional shares or other securities issued by reason of such change or by
reason of the exercise of such warrants, rights, options or securities, will be
(if delivered to Pledgor, immediately surrendered to Intuit and) pledged to
Intuit to be held under the terms of this Pledge Agreement as and in the same
manner as the Collateral is held hereunder.

7. Redelivery of Collateral; No Release For Partial Payment.

a. Until all obligations of Pledgor under the Note and under this
Pledge Agreement have been satisfied in full, all Collateral will continue to be
held in pledge under this Pledge Agreement.

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b. Upon performance of all Pledgor's obligations under the Note
and this Pledge Agreement, Intuit will immediately redeliver the Collateral to
Pledgor and this Pledge Agreement will terminate.

8. Further Assurances. Pledgor shall, at Intuit's request, execute and
deliver such further documents and take such further actions as Intuit shall
reasonably request to perfect and maintain Intuit's security interest in the
Collateral, or in any part thereof.

9. Successors and Assigns. This Pledge Agreement will inure to the
benefit of the respective heirs, personal representatives, successors and
assigns of the parties hereto.

10. Governing Law; Severability. This Pledge Agreement will be governed by
and construed in accordance with the internal laws of the State of California,
excluding that body of law relating to conflicts of law. Should one or more of
the provisions of this Pledge Agreement be determined by a court of law to be
illegal or unenforceable, the other provisions nevertheless will remain
effective and will be enforceable.

11. Modification; Entire Agreement. This Pledge Agreement will not be
amended without the written consent of both parties hereto. This Pledge
Agreement, together with the Note constitute the entire agreement of the parties
hereto with respect to the subject matter hereof and supersedes all prior
agreements and understandings related to such subject matter.


IN WITNESS WHEREOF, the parties hereto have executed this Pledge
Agreement as of the date and year first above written.