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The following is an excerpt from a 10-K SEC Filing, filed by BINDVIEW DEVELOPMENT CORP on 3/31/2003.
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BINDVIEW DEVELOPMENT CORP - 10-K - 20030331 - PART_I

PART I

ITEM 1. BUSINESS

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Report includes "forward-looking statements" within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. All statements other than statements of historical facts included in this Report, including, without limitation, statements regarding the Company's future financial position, business strategy, planned products, products under development, markets, budgets and plans and objectives of management for future operations, are forward-looking statements. Although we believe that the expectations reflected in these forward-looking statements are reasonable, we cannot assure you those expectations will prove to have been correct. Important factors that could cause actual results to differ materially from the Company's expectations are disclosed in statements set forth under "Cautionary Statements" and elsewhere in this Report, including, without limitation, in conjunction with the forward-looking statements included in this Report. All subsequent written and oral forward-looking statements attributable to us, or persons acting on our behalf, are expressly qualified in their entirety by the Cautionary Statements and such other statements. References to the "Company," "BindView," "we," "us," and "our" refer to BindView Development Corporation and its subsidiaries.

GENERAL

BindView Development Corporation ("BindView" or the "Company") delivers proactive network security-management software and services to help secure, automate and lower the costs of managing information technology infrastructures. Our software helps safeguard our customers' computer networks from the inside out, working to protect those networks from both internal and external threats, while also helping to lower our customers' overall cost of ownership through automation of numerous administrative tasks and security reporting requirements. Since our founding in 1990, more than 20 million licenses of our software have been shipped worldwide to approximately 5,000 companies, including more than 80 of the Fortune 100 and 24 of the largest 25 U.S. banks.

BindView was founded in May 1990 as a Texas corporation. Before 1995 we were known as The LAN Support Group, Inc. Our initial public offering was completed in July 1998 and a follow-on offering in December 1998. On December 18, 1998, we acquired CuraSoft, Inc. ("CuraSoft"), a provider of automated event management software. On March 1, 1999, we acquired Netect, Ltd. ("Netect"), a provider of corporate security software for Internet/Intranet networks. On February 9, 2000, we acquired Entevo Corporation ("Entevo"), a provider of directory management and migration software for Windows NT and Windows 2000 environments.

FINANCIAL INFORMATION ABOUT INDUSTRY SEGMENTS

Our global business is principally in a single industry segment, as described above under the heading "General". For a discussion of our financial information in this segment, see Note 14 of our Consolidated Financial Statements included elsewhere in this Report.

NARRATIVE DESCRIPTION OF BUSINESS

PRODUCTS AND TECHNOLOGY

BindView currently has three main product lines to help secure, automate and lower the costs of managing IT infrastructures: bv-Control(R), bv-Admin(R) and the BindView Policy Center.

Our bv-Control(R) Software

Many traditional security management solutions (such as firewalls, anti-virus scanners, and intrusion detection systems) typically take action only when an intrusion across the security perimeter is detected. In contrast, BindView's proactive solutions work to find and fix security holes and thus help customers eliminate

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security vulnerabilities before they are exploited. Our software can help protect our customers' networks from internal as well as external threats. This can be important to customers because internal security threats may pose a greater business risk and potential for financial loss than external threats.

Our bv-Control product line provides vulnerability assessment, configuration management, general reporting, and disaster recovery documentation capabilities. Our core bv-Control software products use a centralized management console called the BindView RMS Console and Information Server software, or simply, the "RMS Console" software. The RMS Console software uses an object-oriented architecture that enables a variety of network operating systems and managed objects to be supported through snap-in modules. The RMS Console software supplies a set of common core services to such modules. This architecture provides a development environment that enables our customers to deploy new products more quickly.

Our bv-Control software products provide customers with a flexible querying capability. Our query engine gathers large amounts of data about the network and presents query results to the user. The user can quickly create custom queries, or can select a query from the many sample reports that are provided "out-of-the-box" with our software. The bv-Control software thus helps to detect vulnerabilities within the network and to alert administrators of critical issues so administrators can begin taking corrective action before users experience system downtime or performance problems.

Our various bv-Control software products help to manage daily configuration and operational issues, including password policies, effective-rights analysis, and user accounts. Our products deliver robust reporting and analysis capabilities, and thereby help to reduce downtime from improperly configured servers and access rights and from security holes. Our bv-Control products help improve service levels by identifying and proactively correcting problems quickly and easily; they also help reduce the likelihood of unknown security breaches.

We offer bv-Control software for a variety of operating systems and applications, including but not limited to the following:

- bv-Control for Windows(R) 2000

- bv-Control for NetWare(R)

- bv-Control for NDS(R) eDirectory

- bv-Control for UNIX(R)

- bv-Control for Microsoft(R) Exchange

- bv-Control for Active Directory(R)

- bv-Control for Internet Security

- bv-Control for SAP(R) Systems

- bv-Control for SQL Server

- bv-Control for Desktops

- bv-Control for OS/400

- bv-Control for Web services

Our bv-Admin(R) Software

Our bv-Admin software provides a directory and systems administration solution for security and migration, including roles-based access control for network administrators and help-desk staffs; provisioning of users and machine accounts; and automation of many day-to-day tasks. The bv-Admin software helps network administrators to focus more effectively on the planning and implementation issues that surround technologies such as Windows 2000, Active Directory and Exchange 2000. Our bv-Admin migration software products also

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help organizations to manage proactively the transition from Windows NT, Exchange 5.5, and Novell environments to Windows 2000, Active Directory, and Exchange 2000 environments.

Our bv-Admin software utilizes a standards-based, non-intrusive architecture (ADSI, LDAP, XML, COM, and HTTP). It supports large, distributed environments through its scalable infrastructure. The bv-Admin software provides role-based administration, reducing the cost and complexity of directory management, while improving service levels at the same time. It consolidates multiple directories and domains into a single management console, and provides a powerful Find-and-Fix query facility to help locate and correct directory information. It offers secure remote administration via a Web browser, and automates a variety of complex and repetitive tasks with a powerful, non-proprietary scripting facility.

We offer bv-Admin software for a variety of operating systems and applications, including but not limited to the following:

- bv-Admin for Windows(R) 2000

- bv-Admin for Windows(R) 2000 Migration

- bv-Admin for Novell NDS(R)

- bv-Admin for Novell(R) Migration

- bv-Admin for Microsoft(R) Exchange

- bv-Admin for Microsoft(R) Exchange Migration

- bv-Admin for .Net Web Services

- bv-Admin for Group Policy Objects

The BindView Policy Center

In July 2002 we announced the launch of a new product line, the BindView Policy Center, and released the first product in that line, the BindView Policy Operations Center. The BindView Policy Operations Center, which is hosted for us by META Security Group, is a Web-based system that helps policy officers and system administrators to develop, implement, and manage security policies. Major features of the BindView Policy Operations Center include:

- Security Policy Creation and Development: Organizations can easily document and distribute proprietary security policies throughout the enterprise, helping to ensure that all employees have access to and are aware of relevant security policies -- an important component of meeting basic requirements for protecting information assets. Additionally, existing policies can be easily imported and integrated with the new best practices information.

- Education and Awareness: Organizations can measure user awareness of internal security policies and then document when each user has read and accepted those policies, providing important information for legal and regulatory audits.

- Disaster Recovery and Business Continuity: The Web-based delivery method provides organizations with 24x7 access to their security policies and documentation, regardless of physical location.

- No Internal Installation or Support Costs: Organizations need only to provide the browser and Web access -- BindView Policy Operations Center does not require lengthy or complex installations, thereby reducing implementation delays and ongoing support concerns.

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BACKLOG

We normally do not operate with a backlog because we ship our products shortly after orders are received.

COMPETITION

Currently, our products compete with products from a variety of organizations including but not necessarily limited to the following:

- providers of security analysis and audit products;

- providers of Windows NT management and migration tools;

- providers of network security scanning technology;

- providers of security-policy products and services;

- providers of shareware/freeware software products that perform some of the same functions as our software;

- providers of enterprise resource planning application add-ons for SAP security administration and vulnerability assessment;

- providers of LAN desktop management suites; and

- providers of stand-alone inventory and asset management products.

Some examples of specific companies with whom we compete in particular markets or submarkets are: Aelita Corporation; ConfigureSoft, Inc.; CSI International; Ecora Corporation; Hewlett-Packard Company; Intel Corporation; Intrusion.Com; ISS Group, Inc.; BearingPoint; Microsoft Corporation; NetIQ Corporation; Network Associates Inc.; PentaSafe, Inc. (recently acquired by NetIQ Corporation); PoliVec, Inc.; Quest Software; Symantec Inc.; and Tally Systems Corporation.

In addition, companies such as Novell and Microsoft also offer native tools with their products that provide a basic set of management tools. While the native tools currently offered by these companies provide assistance in certain administrative tasks for their own respective platforms, we believe that they do not help IT administrators or security professionals cope, to the same extent that our products do, with the day-to-day management tasks with which they are challenged. Our software solutions provide an easy-to-use interface and can be scaled to the largest of the heterogeneous environments. We believe we are in a unique position to help address the growing demand for cross-platform security and administration solutions in these installations.

SALES AND MARKETING

We sell our products through direct sales and telesales forces, and, to a lesser extent, through value-added resellers ("VARs"), distributors, and original equipment manufacturers ("OEMs"). In addition, we have strategic marketing relationships with certain professional service organizations and software vendors that provide us with increased visibility, as well as sales leads. Sales cycles typically range from three months for departmental sales and up to twelve months or more for large, enterprise-wide deployments.

SALES FORCE

Direct Sales Force. Our direct sales force focuses on enterprise and large-market customers, generally Fortune 500 companies. Direct sales representatives are in communication with our largest opportunities, using our staff of software engineers to help customers with the technical aspects of our software. Most of our direct sales force is based at our Houston headquarters. We also have direct sales representatives in Frankfurt, Germany; Mexico City, Mexico; Berkshire, England; and Sao Paolo, Brazil.

Telesales Force. Our telesales organization, which is based in Houston, concentrates on emerging and middle-market customers by utilizing our staff of software engineers, as well as the telephone and Internet

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communications for product demonstrations and product sales. When necessary, members of our telesales force also travel to customer locations.

VARS AND DISTRIBUTORS

We have established indirect distribution channels through relationships with VARs and distributors in the United States, Europe, Latin America, and the Pacific Rim, with the highest concentration of such relationships being located in European markets.

Our international VARs and distributors typically perform selected marketing, sales, and technical support functions in their country or region. Each one might distribute directly to the customer, via other resellers, or through a mixture of both channels.

SYSTEMS INTEGRATORS AND SERVICE PROVIDERS

We also market our products through certain service organizations that help customers install, manage, and secure large Windows NT and NetWare networks. Such organizations include certain large systems integrators, outsourcing companies, and certain security auditing groups within accounting firms. Some of these companies sell our products directly to their end-users, while others license the products from us and include these products in their standard toolkits used at their clients' sites.

CHANNEL ALLIANCES AND PROGRAMS

To support our sales organization and channel partners, we have devoted significant resources to building a series of channel alliances and marketing programs. Currently, we have developed relationships with certain companies including Microsoft Corporation; Novell, Inc.; Hewlett-Packard Company; and IBM Corporation. We are a Microsoft Solution Provider and hold Windows 2000 Certified and Microsoft Gold Partner status for several of our products. We also collaborate with certain accounting firms to increase awareness of network security issues.

In addition, our marketing efforts have resulted in our participation in a number of programs such as seminars, industry trade shows, vendor executive briefings, analyst and press tours, advertising and public relations efforts.

CUSTOMER SUPPORT AND PROFESSIONAL SERVICES

We believe high-quality customer support and professional services are requirements for continued growth and increased sales of our products. We have made a significant investment in increasing the size of our support and services organization in the past and plan to continue to do so in the future. Customer support personnel provide technical support by telephone, e-mail and fax, and maintain our Web site and bulletin boards to complement these services. Product upgrades and enhancements are provided at no extra charge to our maintenance customers as part of their maintenance subscriptions.

Our professional services group provides fee-based product training, consulting, and implementation services to help customers maximize the benefits of our products. In addition, we periodically offer training to our channel partners and employees.

COMPANY-SPONSORED RESEARCH & DEVELOPMENT ACTIVITIES

We have been and continue to be an innovator and leader in the development of IT administration and security management solutions. We believe a technically skilled, quality oriented and highly productive software development organization is key to the continued success of new product offerings. Our software development staff is also responsible for enhancing our existing products and expanding our product line. We expect we will continue to invest substantial resources in product development expenditures. Tables showing financial data, including our expenditures on research and development activities are set forth in Item 6, "Selected Financial Data," and in Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations -- Results of Operations -- Operating Costs and Expenses."

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EMPLOYEES

As of December 31, 2002, we employed approximately 525 full-time employees worldwide. We are not subject to any collective bargaining agreement.

PATENTS, TRADEMARKS, AND COPYRIGHTS

We protect our software and other intellectual-property assets under copyright law, trademark law, trade-secret law, and patent law, as applicable. We have obtained U.S. federal trademark registrations for certain trademarks and U.S. copyright registrations for certain works of authorship. For additional details, see the discussion of Proprietary Rights in Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations -- Cautionary Statements," contained elsewhere in this Report.

SEASONALITY

See the discussion of Seasonality in Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations -- Seasonal Fluctuations," contained elsewhere in this Report.

FUTURE INTENTIONS

We intend to continue focusing on proactive security management software and services to help customers secure, automate, and lower costs of managing their IT infrastructures. We anticipate that our future product directions will focus on the "security-policy life cycle," i.e., on improving our customers' ability to develop, implement, and manage security policy. This likely will include expanding the number of platforms supported by our bv-Control and bv-Admin products; selectively expanding the features and functionality of those products; increasing the scope and capabilities of our new BindView Policy Center offering; and possibly developing or acquiring other products relating to security management. We will focus especially on developing and/or acquiring products we believe we can sell to our existing markets, and/or that we believe will leverage our existing technologies and core competencies.

AVAILABLE INFORMATION

BindView's internet address is http://www.bindview.com. BindView's filings with the Securities and Exchange Commission ("SEC"), including its annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports, filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act, are accessible free of charge at http://www.bindview.com as soon as reasonably practicable after the company electronically files such material with, or furnishes it to the SEC.

ITEM 2. PROPERTIES

All offices we occupy are leased. Our corporate headquarters, which house our principal administrative, sales and marketing, support, and research and development operations, are located in Houston, Texas. Our international subsidiaries currently have office space for sales personnel in Frankfurt, Germany; Berkshire, England; Sao Paolo, Brazil; and Mexico City, Mexico. We also have additional research and development offices in Pune, India. We believe suitable additional or alternative space will be available on commercially reasonable terms, if needed.

ITEM 3. LEGAL PROCEEDINGS

From time to time we are a plaintiff or defendant in various lawsuits and claims arising in the normal course of business. There are no pending (or, to our knowledge, threatened) lawsuits or claims whose outcomes, individually or in the aggregate, are likely to have a material adverse effect on our operations or results.

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ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None.

PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

MARKET FOR COMMON STOCK

Our common stock is traded on The Nasdaq National Market under the symbol "BVEW".

As of March 24, 2003, the last sales price per share of the Company's common stock, as reported by The Nasdaq National Market, was $1.19.

The following table presents the quarterly range of high and low closing prices for our common stock from January 1, 2001 through December 31, 2002, as reported by The Nasdaq National Market.

                                                               HIGH     LOW
                                                              ------   -----
2001
  First Quarter.............................................  $11.88   $2.13
  Second Quarter............................................    3.25    2.00
  Third Quarter.............................................    2.19    0.85
  Fourth Quarter............................................    2.03    0.76
2002
  First Quarter.............................................    2.94    1.88
  Second Quarter............................................    2.17    0.98
  Third Quarter.............................................    1.07    0.79
  Fourth Quarter............................................    1.45    0.75

HOLDERS

On March 24, 2003, there were 46,574,500 outstanding shares of our common stock held by approximately 341 holders of record. This does not include individual owners whose shares are held by a clearing agency, such as a broker or bank.

DIVIDEND POLICY

We have not declared or paid any cash dividends on our capital stock in the two most recent fiscal years and do not expect to do so in the foreseeable future. We anticipate all future earnings generated from operations will be retained to develop and expand our business. Any future decision to pay cash dividends will depend upon our growth, profitability, financial condition and other factors the Board of Directors may deem relevant.

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EQUITY COMPENSATION PLAN INFORMATION

The following table summarizes as of December 31, 2002, certain information regarding equity compensation to our employees, officers, and directors under our equity compensation plans:

                                          (a)                    (b)                     (c)
                                                                                 NUMBER OF SECURITIES
                                                                               REMAINING AVAILABLE FOR
                                  NUMBER OF SECURITIES                          ISSUANCE UNDER EQUITY
                                   TO BE ISSUED UPON      WEIGHTED-AVERAGE        COMPENSATION PLANS
                                      EXERCISE OF         EXERCISE PRICE OF     (EXCLUDING SECURITIES
PLAN CATEGORY                     OUTSTANDING OPTIONS    OUTSTANDING OPTIONS   REFLECTED IN COLUMN (a))
-------------                     --------------------   -------------------   ------------------------
Equity compensation plans
  approved by security
  holders(1).....................      2,175,736                $5.36                 5,010,560
Equity compensation plans not
  approved by security
  holders(2).....................      5,367,524                $2.32                 3,155,049
                                       ---------                -----                 ---------
Total............................      7,543,260                $3.20                 8,165,609
                                       =========                =====                 =========


(1) 1998 Omnibus Plan

(2) Incentive Stock Option Plan, Nonqualified Stock Option Plan, 1997 Employee Stock Option Plan, Non-Employee Director Plan, 2000 Indian Stock Option Plan, 2000 Employee Incentive Plan, International Employee Stock Option Plan, 1997 Entevo Stock Plan, and 1998 Indian Stock Option Plan.

See Note 9 to Financial Statements included in Item 15 of this Annual Report on Form 10-K for a description of each of these plans.

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ITEM 6. SELECTED FINANCIAL DATA

The selected historical consolidated financial data was derived from the Company's Consolidated Financial Statements, which have been audited by PricewaterhouseCoopers LLP, independent accountants. The information set forth below is not necessarily indicative of the results of future operations and should be read in conjunction with Management's Discussion and Analysis of Financial Condition and Results of Operations and the Company's Consolidated Financial Statements and Notes thereto included elsewhere herein. In 1999 and 2000, BindView completed mergers with Netect, Ltd. ("Netect") and Entevo Corporation ("Entevo") that were accounted for as pooling of interests, and accordingly, the selected financial data of BindView has been restated to include the accounts of Netect and Entevo for all periods prior to the mergers.

                                                  YEAR ENDED DECEMBER 31,
                                     -------------------------------------------------
                                       2002       2001      2000      1999      1998
                                     --------   --------   -------   -------   -------
                                         (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
STATEMENT OF OPERATIONS DATA:
Revenues:
  Licenses.........................  $ 37,238   $ 42,532   $58,931   $53,200   $31,400
  Services.........................    29,740     28,356    27,125    18,539     8,427
                                     --------   --------   -------   -------   -------
                                       66,978     70,888    86,056    71,739    39,827
Cost of revenues:
  Licenses.........................       500      1,059     2,123     1,497       974
  Services.........................     5,782      6,407     4,049     2,357     1,233
                                     --------   --------   -------   -------   -------
                                        6,282      7,466     6,172     3,854     2,207
Gross profit.......................    60,696     63,422    79,884    67,885    37,620
Operating costs and expenses:
  Sales and marketing..............    37,242     49,079    44,746    34,974    22,229
  Research and development.........    19,219     22,668    26,500    19,298    11,706
  General and administrative.......     7,932     14,600     9,780     7,294     5,253
  Transaction and restructuring....     3,002      6,594     6,357     2,524        --
  Asset impairment.................       276      1,979     1,571        --        --
  Purchased in-process research and
     development...................        --         --        --        --     2,488
  Acquisition related earnout......        --         --        --     1,200        --
                                     --------   --------   -------   -------   -------
Operating income (loss)............    (6,975)   (31,498)   (9,070)    2,595    (4,056)
Other income (expense), net........     2,104     (2,859)    4,443     3,263     1,236
                                     --------   --------   -------   -------   -------
Income (loss) before income
  taxes............................    (4,871)   (34,357)   (4,627)    5,858    (2,820)
Provision (benefit) for income
  taxes............................    19,562    (10,211)     (783)    6,299     2,945
                                     --------   --------   -------   -------   -------
Net loss...........................  $(24,433)  $(24,146)  $(3,844)  $  (441)  $(5,765)
                                     ========   ========   =======   =======   =======
Loss per common share -- basic and
  diluted..........................  $  (0.49)  $  (0.47)  $ (0.07)  $ (0.01)  $ (0.19)
Shares used in computing loss per
  common share -- basic and
  diluted..........................    50,319     51,438    51,810    48,095    30,096

                                                        DECEMBER 31,
                                       -----------------------------------------------
                                        2002      2001      2000      1999      1998
                                       -------   -------   -------   -------   -------
                                                       (IN THOUSANDS)
BALANCE SHEET DATA:
Working capital......................  $26,309   $33,450   $64,483   $73,785   $62,931
Total assets.........................   63,556    88,121   113,034   113,242    81,445
Long-term debt.......................       --        --        --       144     7,729
Shareholders' equity.................   35,426    63,809    92,261    93,056    63,106

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ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis should be read in conjunction with the Company's Consolidated Financial Statements and Notes thereto included elsewhere herein. Special Note: Certain statements set forth below constitute "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended. See "Business -- Special Note Regarding Forward-Looking Statements" contained elsewhere herein.

OVERVIEW

See the discussion above under Item 1, "General", for an overview of our business.

CRITICAL ACCOUNTING POLICIES

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in our Consolidated Financial Statements and Notes thereto. Actual results could differ from those estimates and assumptions. We believe the following critical accounting policies affect our more significant estimates and assumptions used in the preparation of our Consolidated Financial Statements and Notes thereto.

REVENUE RECOGNITION

Most of our revenues are from sales of licenses of our software and maintenance service agreements (typically a one-year term with the license purchase). We also generate revenue from sales of consulting and training services. Our service revenue has increased in recent periods as the size of our installed base has grown.

We sell our products principally through both our direct sales force, which includes our direct sales and telesales personnel, as well as through indirect channels, such as distributors, VARs and OEMs.

We follow American Institute of Certified Public Accountants ("AICPA") Statement of Position 97-2, "Software Revenue Recognition" ("SOP 97-2") and Statement of Position 98-9, "Modification of SOP 97-2, Software Revenue Recognition With Respect to Certain Transactions" ("SOP 98-9"), in accounting for revenues. We primarily license our software products under perpetual licenses. Revenues are recognized under these arrangements once the following criteria are met: (i) a written purchase order, license agreement or contract has been executed; (ii) software, or software license authorization code in situations where the customer previously received evaluation software, has been delivered to the customer; (iii) license agreements with no significant vendor obligations or customer acceptance rights outstanding have been issued to the customer; (iv) the license fee is fixed and determinable and collection of the fee is probable; and (v) vendor-specific objective evidence exists to allocate the total fee. Vendor-specific objective evidence is based on the price generally charged when an element is sold separately or the renewal rate for maintenance agreements in subsequent years. In situations where vendor-specific objective evidence does not exist, and all other revenue recognition criteria have been met, revenue is recognized ratably over the life of the agreement. If installation is essential to the functionality of the software, revenue is deferred until completion of the installation. Certain of these items may require the application of judgment when evaluating specific business arrangements in a changing environment against our normal business practices.

Revenues from maintenance contracts and other related services are reported as service revenue. Customers generally purchase a one-year maintenance agreement in conjunction with their licensing of the Company's software products and may elect to purchase multiple years of maintenance. Maintenance revenues are recognized ratably over the contract term. The portion of maintenance contract revenues not yet recognized as revenues is reported as deferred revenue in the accompanying Consolidated Balance Sheets. Deferred maintenance revenue does not include any amounts that have not been collected from customers. In addition to deferred maintenance, deferred revenues include consulting and training services which have been billed but not performed and license contracts which did not meet the aforementioned revenue recognition criteria.

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Sales made through distributors, VARs, and OEMs are recognized upon execution of a written purchase order, license agreement or contract with either the reseller or end user and after all revenue recognition criteria previously noted have been met. We perform ongoing credit evaluations and assessments of the financial viability of our customers, including distributors, VARs and OEMs, in determining whether or not collection of the fee is probable.

STOCK OPTIONS

We follow Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to Employees, in accounting for our employee stock options, which generally provides that no compensation expense is recognized when options are granted with an exercise price equal to fair market value on the date of the grant.

INCOME TAXES

We follow the liability method of accounting for income taxes. Under this method, deferred income tax assets and liabilities are determined based on differences between the financial statement and income tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Valuation allowances may also be provided based upon subjective evaluations of facts, circumstances and expectations, which may change over the course of time and may result in significant changes in our tax provision.

ACCOUNTS RECEIVABLE AND PROVISION FOR DOUBTFUL ACCOUNTS

We provide an allowance for doubtful accounts when collection is considered doubtful. We perform ongoing credit evaluations of our customers, review our collection efforts and analyze our payment experience with specific customers in order to determine whether or not collection is doubtful. There may be a significant fluctuation in our provision for doubtful accounts to the extent our subjective evaluation of the facts, circumstances and expectations change.

RESULTS OF OPERATIONS

YEAR ENDED DECEMBER 31, 2002 COMPARED WITH THE YEAR ENDED DECEMBER 31, 2001

Revenues. Revenues for 2002 were $67.0 million compared with $70.9 million in 2001. The year-over-year decline primarily related to the decrease in license sales of our products for Novell platforms, partially offset by increased license sales of our products for Microsoft platforms and higher services revenues. License revenues for 2002 were $37.2 million, or 56 percent of total revenues, down from $42.5 million in 2001. Services revenues for 2002 were $29.7 million, or 44 percent of total revenues, up from $28.4 million in 2001.

During 2002, revenues from our products for Microsoft-based platforms totaled $44.3 million, an increase of 6 percent over 2001. Revenues from these products accounted for approximately 66 percent of total revenues in 2002, up from 59 percent of total revenues for 2001. We expect revenues from our software products on Microsoft-based platforms will continue to grow as a percentage of total revenues.

Revenues from our products for Novell-based platforms for the current year were $14.7 million, or 22 percent of total revenues, compared with 21.6 million in 2001, or 30 percent of total revenues. Revenues from these products have been declining over the past year, reflecting both the maturity and our penetration of the Novell market. While we expect our Novell revenues will continue to decline in the future, we expect that the rate of decline will be modest over the next few quarters and that the decline will be offset by revenue growth from our other product platforms.

Sales of our security focused bv-Control product line accounted for approximately 83 percent of our license revenue in 2002 compared with 90 percent in 2001. Sales of our system administration focused bv-Admin product line accounted for approximately 17 percent of our license revenue in 2002 compared with 10 percent in 2001.

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No customer accounted for more than 10 percent of our revenues in 2002 and 2001. Revenues recognized from sales to customers outside North America, primarily in Europe, accounted for approximately 11 percent of total revenues in 2002 compared with 13 percent in 2001.

Gross Profit. Gross profit for 2002 was $60.7 million, compared with $63.4 million for 2001. The decline in gross profit reflected the decrease in license revenues, partially offset by a slight improvement in gross margin. The expansion in gross margin reflected the improvement in operating leverage of the Company's technical support and professional services units. Gross margin for 2002 was 90.6 percent, up from 89.5 percent in 2001.

Operating Costs and Expenses. Operating costs and expenses for 2002 totaled $67.7 million, down from $94.9 million for 2001. These costs include restructuring and asset impairment charges of $3.3 million in 2002 and $8.6 million in 2001. These charges related to restructuring plans to improve operating efficiency, improve sales and marketing effectiveness and accelerate our return to profitability. Excluding these charges, our operating costs and expenses were $22.0 million lower in 2002 than the preceding year.

Sales and marketing expenses for 2002 decreased 24.1 percent to $37.2 million, from $49.1 million for 2001, primarily related to actions taken to improve sales efficiency and marketing effectiveness. These actions included a rationalization of our sales force and marketing programs relative to the market opportunity. As a result, we closed or downsized a number of our foreign sales offices and reduced the size of our enterprise sales force, which were focused exclusively on large enterprise transactions. We also redirected our marketing efforts on enhancing our product marketing capabilities and improving our sales opportunity generation capabilities. We expect sales and marketing expenses as a percentage of revenues to be lower in 2003 as a result of our initiatives to date to improve operating leverage and sales and marketing effectiveness and anticipated revenue growth.

Research and development expenses for 2002 were $19.2 million, down from $22.7 million in 2001. This decrease primarily related to the closing or downsizing of our development offices in Boston, Massachusetts and Arlington, Virginia and transferring those activities to our lower-cost development centers in Houston, Texas and Pune, India. We also transferred development responsibilities for certain of our legacy products from Houston, Texas to Pune, India and expect to continue leveraging that development center in the future. As a result of these initiatives and anticipated revenue growth, we expect future research and development expenses to decrease as a percentage of revenues.

General and administrative expenses for 2002 were $7.9 million, down from $14.6 million for 2001. This decrease primarily related to the reduction in administrative expenses related to our restructuring initiatives and higher provisions for consulting fees, sales tax accruals and bad debts in 2001. We expect future general and administrative expenses to decrease as a percentage of revenues as a result of our restructuring initiatives to date to improve operating efficiencies, as well as anticipated revenue growth.

Restructuring costs were $3.0 million in 2002 and $6.6 million in 2001. The restructuring charge in 2002 included an upward adjustment of $1.1 million in our accrual for leaseholds that were abandoned in 2001 primarily related to the deteriorating sublease commercial real estate market in Houston, Texas.

In July 2002 we approved a restructuring plan to improve operating efficiency and improve sales and marketing productivity. The original estimate for the cost of this plan totaled approximately $1.6 million and consisted primarily of (i) involuntary employee separation for approximately 30 employees (a reduction in workforce of approximately 5 percent), (ii) closing the Company's Boston development center and certain European sales offices, (iii) reserves for leasehold abandonment, and (iv) various non-personnel related cuts. The costs of the plan were based on our best estimate utilizing information available at the time. Subsequent to recording the charge in September 2002, we increased the amount of the charge by $0.3 million due to lower expected sublease rental rates related to deterioration in the commercial real estate market in Houston, Texas, offset by lower costs associated with employee severance. These changes are reflected below in the Adjustments column and were included in the transaction and restructuring line in the accompanying Consolidated Statements of Operations and Comprehensive Loss.

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The 2002 restructuring expenses and amounts charged against the provision as of December 31, 2002 were as follows (in thousands):

                                                                 CASH       REMAINING ACCRUAL AT
                                     CHARGES   ADJUSTMENTS   EXPENDITURES    DECEMBER 31, 2002
                                     -------   -----------   ------------   --------------------
Employee severance.................  $  711       $(89)         $(384)             $  238
Lease commitments..................     842        397           (295)                944
Other..............................      55          3            (58)                 --
                                     ------       ----          -----              ------
                                     $1,608       $311          $(737)             $1,182
                                     ======       ====          =====              ======

In connection with the 2002 restructuring plan, we also determined that certain leasehold improvements related to the downsized or closed offices were impaired and recognized an asset impairment of $0.3 million.

In 2001, we completed a corporate reorganization and implemented a number of cost-cutting measures to improve operating efficiency and to accelerate our return to profitability. The cost of this plan totaled approximately $6.6 million and consisted primarily of: (i) involuntary employee separation expenses for approximately 160 employees (a reduction in workforce of approximately 21 percent), (ii) downsizing or closing of our Boston and Arlington development centers and certain of our European sales offices, (iii) reserves for leasehold abandonment, and (iv) various non-personnel related costs. The restructuring costs included a $1.2 million charge related to asset impairments of leasehold improvements, equipment and other assets of the closed or downsized offices.

The costs of the plan were based on our best estimate utilizing information available at that time. Due to the economic downturn experienced in the commercial real estate market in Houston, Texas during 2002, our estimates for sublease rentals were decreased. This change is reflected in the Adjustments column below and was recorded in the transaction and restructuring line in the accompanying Consolidated Statements of Operations and Comprehensive Loss.

The accrued restructuring expenses and amounts charged against the provision as of December 31, 2002 were as follows (in thousands):

                                         REMAINING                                        REMAINING
                                        ACCRUAL AT                         CASH          ACCRUAL AT
                           CHARGES   DECEMBER 31, 2001   ADJUSTMENTS   EXPENDITURES   DECEMBER 31, 2002
                           -------   -----------------   -----------   ------------   -----------------
Employee severance.......  $2,791         $  257           $   --         $(257)           $   --
Lease commitments........   2,182            675            1,083          (374)            1,384
Office closure costs.....     111             --               --            --                --
Asset impairments........   1,169             --               --            --                --
Other restructuring
  costs..................     341            178               --          (178)               --
                           ------         ------           ------         -----            ------
                           $6,594         $1,110           $1,083         $(809)           $1,384
                           ======         ======           ======         =====            ======

Separate from the restructuring charge, we also recognized in 2001 an asset impairment charge of $2.0 million, relating to a $1.5 million write-off of software and computer equipment and a $0.5 million impairment of certain intangible assets. The majority of the software and computer equipment write-off related to an enterprise-wide asset management system acquired in 2000 that will not be installed or utilized in the future. The intangible assets consisted primarily of customer lists and non-compete agreements acquired in 2000 that were deemed to have no future value.

Other Income (Expense). Other income (expense) totaled $2.1 million in 2002 and $(2.9) million in 2001. In 2002, other income (expense) was primarily comprised of (i) the receipt of a $1.3 million insurance settlement of a business interruption business claim made in 2001 and (ii) interest income of $0.7 million. In 2001, other income (expense) was primarily comprised of (i) a write-off of a $5.0 million equity investment in a UK-based software distribution and consulting firm and (ii) interest income of $2.1 million. The write-off of the $5.0 million equity investment was based on an independent appraisal of the current fair value of the investment and management's assessment of the value that would be derived from a future sale. This software

14

distribution and consulting firm has filed for bankruptcy in the UK in 2002. The year-over-year decrease in interest income was due to lower interest rates and lower investment balances in 2002.

Provision (Benefit) for Income Taxes. In 2002, we provided a full valuation allowance against our deferred tax assets of $19.6 million in accordance with Financial Accounting Standard No. 109, "Accounting for Income Taxes". As in its prior assessments, we considered current and previous performance and other relevant factors in determining the sufficiency of our valuation allowance. Objective factors, such as current and previous operating losses, were given substantially more weight than our outlook for future profitability. We remain optimistic about the future prospects of our business and the industry and continue to believe that over time, as the market improves, we should generate sufficient taxable income to utilize a substantial portion of our net operating loss carryforwards. Until such time as a consistent pattern of sufficient profitability is established, no tax benefit will be recognized associated with our pre-tax accounting losses and a full income tax provision will not be provided on any future pre-tax accounting income.

Net Loss. Due to the factors described above, net loss for 2002 was $24.4 million compared with $24.1 million for 2001.

Outlook for 2003. Our outlook for 2003 attempts to take into account the current uncertainty in market and economic conditions that may result from the risks and uncertainties set forth in the cautionary statements below as well as changes and investments in our sales and marketing strategies recently implemented. We are investing in sales territories that have historically underperformed and which we expect to provide reasonable opportunities for growth in 2003, specifically Europe, Latin America and Federal Government. Complementing these investments, we have restructured our go-to-market strategies to include a tiered sales focus on enterprise, named, and emerging accounts, and a consolidated business-line approach to our bv-Admin, bv-Control and BindView Policy Center solutions including accountability for product-line profitability, marketing and R&D investments. For 2003, we expect revenues to equal or exceed $70 million and have sized the organization to achieve profitability and positive cash flow at $70 million in revenues. Our ability to achieve or exceed these estimates will depend on the level of IT security spending for 2003, as well as on our ability to execute our business plan; there can be no assurance that we will be able to do so successfully.

YEAR ENDED DECEMBER 31, 2001 COMPARED WITH THE YEAR ENDED DECEMBER 31, 2000

Revenues. Revenues for 2001 were $70.9 million compared with $86.1 million in 2000. This year-over-year decline was primarily due to the global decline in IT spending in 2001, which adversely affected sales to large enterprise and European customers. License revenues for 2001 were $42.5 million, or 60 percent of total revenues, down from $58.9 million for 2000. Service revenues in 2001 were $28.4 million, or 40 percent of total revenues, up from $27.1 million in 2000, reflecting an increase in our installed customer base and a higher focus on consulting services.

Sales of our security focused bv-Control product line accounted for approximately 90 percent of our license revenue in both 2001 and 2000. In 2001, sales of this product line on Microsoft platforms accounted for over 50 percent of total revenues, up from 49 percent in 2000.

No customer accounted for more than 10 percent of our revenues in 2001 and 2000. Revenues recognized from sales to customers outside North America, primarily in Europe, accounted for approximately 13 percent of total revenues in 2001 compared with 11 percent in 2000.

Gross Profit. Gross profit for 2001 was $63.4 million, compared with $79.9 million for 2000. Virtually all of the decline was due to the decrease in license revenues in 2001. Gross margin for 2001 was 89.5 percent, down from 92.8 percent in 2000, reflecting a shift in business mix toward services revenues, which have a lower gross margin than license revenues. Additionally, the cost of services has increased as a result of increases in the cost of technical support staff servicing our growing customer base and increases in the cost of professional services and training staff.

Operating Costs and Expenses. Operating costs and expenses for 2001 totaled $94.9 million, up from $89.0 million for 2000. These costs include merger, restructuring and asset impairment charges of $8.6 million in 2001 and $7.9 million in 2000. The charges for 2001 related to our corporate reorganization and

15

restructuring to lower operating costs, improve operating leverage and accelerate our return to profitability. The charges for 2000 were primarily merger and transaction costs related to the merger with Entevo Corporation and to a lesser extent costs associated with the closing of one of our product development offices. Excluding these charges, our operating costs and expenses were up $5.3 million in 2001 primarily as a result of higher sales and marketing expenses related to infrastructure investments made in the second half of 2000 and carried through the first half of 2001, as well as higher administrative expenses mainly related to an increase in our bad debt reserve.

Sales and marketing expenses for 2001 increased 9.7 percent to $49.1 million, from $44.8 million for 2000 primarily related to: (i) building and maintaining an enterprise sales force focused exclusively on increasing sales to large enterprise customers and (ii) expanding our European sales offices. These and other investments in sales and marketing added over $3.0 million in quarterly sales expense in the fourth quarter of 2000 and the first two quarters of 2001. Because of the difficult operating environment, these investments did not generate sufficient revenues to justify their cost and were significantly reduced as part of our restructuring that took place in mid-2001. As a result of this restructuring, we reduced our quarterly sales and marketing expenses to pre-build up levels.

Research and development expenses for 2001 were $22.7 million, down from $26.5 million in 2000. This decrease primarily related to the closing or downsizing of our development offices in Boston, Massachusetts and Arlington, Virginia and consolidating most of their development activities into existing development centers in Houston, Texas and Pune, India.

General and administrative expenses for 2001 were $14.6 million, up from $9.8 million for 2000. This increase primarily related to: (i) $2.8 million in bad debt expense incurred during the second quarter of 2001 in connection with a review of our collections efforts and experience with specific customers as well as our overall customer base in light of the weaker economy and our decision to reposition the Company in its market and to reposition various sales force deployments and (ii) an increased investment in administrative staff made during the first half of 2001.

In 2001, we completed a corporate reorganization and implemented a number of cost-cutting measures to improve operating efficiency and to accelerate our return to profitability. The cost of this plan totaled approximately $6.6 million and consisted primarily of: (i) involuntary employee separation expenses for approximately 160 employees (a reduction in workforce of approximately 21 percent), (ii) downsizing or closing of our Boston and Arlington development centers and certain of our European sales offices, (iii) reserves for leasehold abandonment, and (iv) various non-personnel related costs. The restructuring costs included a $1.2 million charge related to asset impairments of leasehold improvements, equipment and other assets of the closed or downsized offices.

The costs of the plan were based on our best estimate utilizing information available at that time. Due to the economic downturn experienced in the commercial real estate market in 2002, our estimates for sublease rentals were decreased. This change is reflected in the Adjustments column below and was recorded in the transaction and restructuring line in the accompanying Consolidated Statements of Operations and Comprehensive Loss.

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The accrued restructuring expenses and amounts charged against the provision as of December 31, 2002 were as follows (in thousands):

                                         REMAINING                                        REMAINING
                                        ACCRUAL AT                         CASH          ACCRUAL AT
                           CHARGES   DECEMBER 31, 2001   ADJUSTMENTS   EXPENDITURES   DECEMBER 31, 2002
                           -------   -----------------   -----------   ------------   -----------------
Employee severance.......  $2,791         $  257           $   --         $(257)           $   --
Lease commitments........   2,182            675            1,083          (374)            1,384
Office closure costs.....     111             --               --            --                --
Asset impairments........   1,169             --               --            --                --
Other restructuring
  costs..................     341            178               --          (178)               --
                           ------         ------           ------         -----            ------
                           $6,594         $1,110           $1,083         $(809)           $1,384
                           ======         ======           ======         =====            ======

Separate from the restructuring charge, we also recognized in 2001 an asset impairment charge of $2.0 million, relating to a $1.5 million write-off of software and computer equipment and a $0.5 million impairment of certain intangible assets. The majority of the software and computer equipment write-off related to an enterprise-wide asset management system acquired in 2000 that will not be installed or utilized in the future. The intangible assets consisted primarily of customer lists and non-compete agreements acquired in 2000 that were deemed to have no future value.

During 2000, we merged with Entevo Corporation in a stock-for-stock transaction accounted for as a pooling of interests. Transaction costs of $3.8 million and restructuring costs of $1.8 million were incurred in connection with the merger. The transaction costs consisted of investment banking fees of $2.5 million and professional fees and other miscellaneous expenses of $1.3 million. At the time of the merger, management approved restructuring plans to eliminate duplicate positions and integrate Entevo's and our operations. These restructuring costs consisted of employee severance and relocation costs of $1.5 million and other miscellaneous integration and restructuring costs of $0.3 million. As of December 31, 2000, there were no actions remaining under the plan.

In December 2000, we realigned our product offerings and strategic plans for product development. In connection with this realignment, we determined certain capitalized software costs, prepaid royalties and equipment were impaired and recognized an asset impairment charge, which was included in operating costs and expenses, totaling $1.6 million. In connection with this corporate product realignment, we approved restructuring plans to eliminate certain positions and to close our operations in Fremont, California. These restructuring costs consisted of employee severance costs of $0.7 million and other miscellaneous integration and restructuring costs of $0.1 million. As of December 31, 2001, there were no actions remaining under the plan.

Other Income (Expense). Other income (expense) totaled $(2.9) million in 2001 and $4.4 million in 2000. The decline in other income was the result of:
(i) a write-off of a $5.0 million equity investment in a UK-based software distribution and consulting firm and (ii) lower investment income due to lower interest rates and lower investment balances during the period. The write-off of the $5.0 million equity investment was based on an independent appraisal of the current fair value of the investment and management's assessment of the value that would be derived from a future sale.

Provision (Benefit) for Income Taxes. The benefit for income taxes for 2001 was $10.2 million (an effective tax rate of 29.7 percent), compared with $0.8 million (an effective tax rate of 16.9 percent) for 2000. Our effective tax rate includes the effects of state and foreign income taxes and certain foreign losses for which no tax benefits have been provided, as well as the portion of Entevo transaction costs incurred in 2000 which are not deductible for tax purposes. This rate reflected management's expectation that the current year net operating losses ("NOL") would be realized by the Company in its future federal income tax returns as a reduction of the future income tax payable prior to the expiration of the carryforward period. As previously noted above, we subsequently provided for a full valuation allowance against our deferred tax assets during 2002.

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Net Loss. Due to the factors described above, net loss for 2001 was $24.1 million compared with $3.8 million for 2000.

RECENT PRONOUNCEMENTS

In July 2001, the Financial Accounting Standards Board ("FASB") issued SFAS No. 141, "Business Combinations" and SFAS No. 142, "Goodwill and Other Intangible Assets." SFAS No. 141 requires that all business combinations be accounted for by the purchase method of accounting and changes the criteria for recognition of intangible assets acquired in a business combination. The provisions of SFAS No. 141 apply to all business combinations initiated after June 30, 2001. We do not expect the adoption of SFAS No. 141 to have a material impact on our financial position and results of operations. SFAS No. 142 requires that goodwill and intangible assets with indefinite useful lives no longer be amortized; however, these assets must be reviewed at least annually for impairment. Intangible assets with finite useful lives will continue to be amortized over their respective useful lives. The standard also establishes specific guidance for testing for impairment of goodwill and intangible assets with indefinite useful lives. We do not expect the adoption of SFAS No. 142 will have a material impact on our financial position and results of operations.

In October 2001, the FASB issued SFAS No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets." SFAS No. 144 amends existing accounting guidance on asset impairment and provides a single accounting model for long-lived assets to be disposed of. Among other provisions, the new rules change the criteria for classifying an asset as held-for-sale. The standard also broadens the scope of businesses to be disposed of that qualify for reporting as discontinued operations, and changes the timing of recognizing losses on such operations. We do not expect the adoption of SFAS No. 144 will have a material impact on our financial position and results of operations.

In June 2002, the FASB issued SFAS No. 146, "Accounting for Costs Associated with Exit or Disposal Activities." SFAS No. 146 provides guidance related to accounting for costs associated with disposal activities covered by SFAS No. 144 or with exit or restructuring activities previously covered by Emerging Issues Task Force ("EITF") Issue No. 94-3, "Liability Recognition for Certain Employee Termination Benefits and Other Costs to Exit an Activity (including Certain Costs Incurred in a Restructuring)." SFAS No. 146 supercedes EITF Issue No. 94-3 in its entirety. SFAS No. 146 requires that costs related to exiting an activity or to a restructuring not be recognized until the liability is incurred. SFAS No. 146 will be applied prospectively to exit or disposal activities that are initiated after December 31, 2002.

In November 2002, the FASB issued FASB Interpretation No. 45 ("FIN 45"), "Guarantor's Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others." FIN 45 requires that a liability be recorded in the guarantor's balance sheet upon issuance of a guarantee. In addition, FIN 45 requires disclosures about the guarantees that an entity has issued, including a rollforward of the entity's product warranty liabilities. The adoption of FIN 45 is not expected to have a material impact on our financial position and results of operations. The disclosure provisions of FIN 45 are effective for financial statements for the year ended December 31, 2002. Our warranty liabilities are considered immaterial for disclosure in 2002.

In December 2002, the FASB issued SFAS No. 148, "Accounting for Stock-Based Compensation, Transition and Disclosure." SFAS No. 148 provides alternative methods of transition for a voluntary change to the fair value based method of accounting for stock-based employee compensation. SFAS No. 148 also requires that disclosures of the pro forma effect of using the fair value method of accounting for stock-based employee compensation be displayed more prominently and in a tabular format. Additionally, SFAS No. 148 requires disclosure of the pro forma effect in interim financial statements. The transition and annual disclosure requirements of SFAS No. 148 are effective for our fiscal year 2003. The interim disclosure requirements are effective for the second quarter of our fiscal year 2003. We do not expect SFAS No. 148 will have a material effect on our results of operations or financial condition.

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LIQUIDITY AND CAPITAL RESOURCES

The Company's capital requirements have principally related to working capital needs and capital expenditures. These requirements have been met through a combination of issuances of securities and internally generated funds.

The Company had cash, cash equivalents and short-term investments of $37.8 million at December 31, 2002 compared with $43.0 million at December 31, 2001. The major reasons for the decrease were the purchase of 5.7 million shares of the Company's common stock for $5.4 million and capital expenditures of $3.1 million. This decrease was partially offset by cash flows from operating activities of $1.6 million and $0.6 million in proceeds primarily from the sale of common stock under the Company's Employee Stock Purchase Plan.

Cash flows provided by (used in) operating activities were $1.6 million in 2002 and $(3.7) million in 2001. The increase in operating cash flows from operating activities reflected improvements in operating leverage and improvements in working capital management.

Cash flows provided by investing activities were $0.2 million in 2002 and $4.0 million in 2001. The decrease in cash generated from investing activities related to a decrease in proceeds generated from the maturity of investments.

Cash flows used in financing activities were $4.8 million in 2002 and $9.9 million in 2001. The major use of cash in financing activities in 2002 was for the repurchase of 5.7 million shares of its common stock for $5.4 million. This use was partially offset by proceeds of $0.6 million primarily from the sale of common stock under the Company's Employee Stock Purchase Plan.

We conduct operations in leased facilities under operating leases expiring at various dates through 2011. The remaining contractual obligations under these lease commitments were comprised of the following as of December 31, 2002:

CONTRACTUAL                                                                         2009 AND
OBLIGATION                           TOTAL     2003     2004 - 2006   2007 - 2008    BEYOND
-----------                         -------   -------   -----------   -----------   --------
Operating leases..................  $35,104   $ 2,853     $11,769       $8,929      $11,553
Sub-leasing arrangements*.........   (1,686)   (1,123)       (563)          --           --
                                    -------   -------     -------       ------      -------
                                    $33,418   $ 1,730     $11,206       $8,929      $11,553
                                    =======   =======     =======       ======      =======


* We have sub-leased portions of these facilities under operating leases. Anticipated cash receipts from these executed sub-lease arrangements have been taken into account when deriving expected cash outflow on operating lease commitments in the preceding table.

Our expected principal cash requirements for 2003 are: (i) capital expenditures between $1.5 million and $2.0 million, primarily for computer and software equipment, (ii) to fund our working capital requirements, and (iii) payment of accrued restructuring expenses of approximately $1.0 million and $2.0 million. We believe that there is sufficient cash on hand to meet these cash requirements, as well as our cash requirements for the foreseeable future.

PROPRIETARY RIGHTS

See the discussion below under the headings "Cautionary Statements -- Other Companies Might Try to Misappropriate Our Technology" and "Cautionary Statements -- We Might Be Accused of Misappropriating a Third Party's Technology."

CAUTIONARY STATEMENTS

In addition to the other information in this Report, the following factors in particular (which are not listed in any particular order of importance) should be carefully considered when you evaluate BindView and its business. There may be other risks and uncertainties not presently known to us, or that we currently deem

19

immaterial, which could also impair our business operations. As discussed in more detail below, if one or more of the following risks actually occur, it is possible our business, financial condition and operating results could be materially adversely affected.

- Demand for our products may be weak in the current economy.

- Our product sales are significantly concentrated.

- We may face future competition from established companies entering our market, and/or from consolidated companies.

- Our products could be rendered obsolete by operating-system and application-program software vendors.

- Our product sales usually require long lead times.

- Our quarterly sales are significantly back-end loaded, which can lead to uncertainty about meeting expectations and to lower sales prices.

- Our sales are somewhat seasonal.

- Our products may not be able to prevail in comparative evaluations against our competitors' products.

- Recent refinements to our sales compensation structure have yet to be proved successful.

- Ongoing refinements to our sales organization may result in transitional inefficiencies.

- We do not maintain a significant backlog.

- Our international sales are subject to certain additional risks.

- We may be subject to foreign currency risks.

- We are dependent upon continued growth of the market for Windows system software.

- We are likely to continue to be confronted by rapidly-changing markets.

- Our R&D efforts may not be sufficient to keep up with changing markets.

- Our software could contain errors that are hard to detect and costly to fix.

- We could be subject to liability claims if our software has errors.

- We rely on certain third-party relationships, and our business could be hurt if those relationships were to be impaired.

- We license certain third-party software for inclusion in our product, and such software may not always be available for our use.

- Our revenue bases may change with the market.

- We are affected by the migration rate to Windows 2000.

- Other companies might try to misappropriate our technology.

- We might be accused of misappropriating a third party's technology.

- Our cost structure is fixed to a certain extent, which may limit our ability to reduce costs if sales decrease.

- We may be required to defer increasing amounts of revenue in the future.

- Our stock price has a history of volatility.

- The loss of one or more of our key individuals could hurt our business.

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- We have recently experienced significant changes in our senior management team and board of directors.

- Our corporate governance structure includes certain anti-takeover provisions.

- Our network and Web site may be targeted for intentional disruption.

- Natural disasters and other infrastructure problems may hurt our ability to operate.

- Acquisitions may pose additional risks.

Demand for our products may be weak in the current economy. In 2001 the U.S. economy was widely viewed as having entered a recession, which was exacerbated by the terrorist attacks of September 11. In 2002, a recovery was believed by some to have commenced, but the recovery may be delayed by the war recently begun in Iraq. In such a general economic downturn, our customers are apt to curtail IT expenses. This can result in lower sales, lower sales revenues and a lengthening of sales cycles during these periods. The economy may go into a so-called double-dip recession. Even if the recession is ending, our customers' IT spending still may not increase immediately.

Our product sales are significantly concentrated. A majority of our revenues are derived from the sale of licenses and maintenance for our bv-Control software products. We anticipate these products will account for a majority of our revenues for the foreseeable future. If our bv-Control products become uncompetitive for any reason, our business could be substantially damaged. Although we currently plan to broaden our product line, we cannot be certain we will be able to reduce our product concentration.

We may face future competition from established companies entering our market, and/or from consolidated companies. We expect competition in our market to increase significantly as current competitors expand their product lines and services and as new companies enter the market. Many of these existing and potential competitors are likely to enjoy substantial competitive advantages, including greater resources that can be devoted to the development, promotion and sale of their products; more established sales channels; greater software development experience; and greater name recognition. In addition, we have noted what appears to be a recent trend of consolidation in our market through mergers and acquisitions. For example, Symantec Corporation acquired Axent Technologies and thereby began competing with us in one area of our market. Other examples from recent years include Quest Software's acquisition of FastLane Technologies Inc. and NetIQ Corporation's mergers with Mission Critical Software and PentaSafe, Inc. This could result in the creation of new competitors and/or enhancement of the competitive capabilities of existing competitors. If these present and future competitors are successful, we are likely to lose market share and our revenue would likely decline.

Our products could be rendered obsolete by operating-system and application-program software vendors. We believe vendors of operating-system and application-program software we support, particularly Microsoft and Novell, could enhance their software to include functionality we provide in our own software. Microsoft has a well-established track record of successfully entering and competing in markets in which it becomes interested; in recent years, Microsoft has publicly announced it intends to focus more intensely on computer- and Internet-related security issues. If such other vendors were to offer greater functionality than they currently do, then even if our software were clearly better, there would still be a substantial risk many customers would elect to use "good enough" functionality in the operating-system or application-program software instead of buying and/or continuing to pay maintenance fees for our software. If this risk were to come to pass, our license and maintenance revenues could be seriously affected.

Our product sales usually require long lead times. The sales cycles for our products are typically long. The extended sales cycles are due to a variety of reasons, including but not necessarily limited to the following. Our customers must complete their own internal evaluation and budget-approval procedures. Because our software is used in network management, customers often require that several people evaluate the software. Sometimes such people are in different functional and geographic areas and may have different and perhaps conflicting requirements; this can increase the time needed for customer evaluation. In addition, we have

21

recently expanded our product offerings and have been working to sell more enterprise-wide licenses involving multiple BindView products; this likewise can increase time required for customer review. Some customers intentionally delay purchases for reasons such as budgetary constraints, concerns about the general economy, or a desire to wait until new products are announced, either by us, by our competitors, or by underlying infrastructure vendors such as Microsoft or Novell. Moreover, in recent quarters we have experienced longer budget and purchasing review cycles from some of our customers as a result of the U.S. economic slowdown.

Our quarterly sales are significantly back-end loaded, which can lead to uncertainty about meeting expectations and to lower sales prices. We generally record a significant portion of our revenues near the end of each fiscal quarter, due in part to customer buying patterns. Many companies negotiate large purchase agreements near the end of the quarter. We believe these companies expect that by doing so, they can negotiate lower prices and better terms at a time when publicly-traded vendors are conscious of the need to "make their numbers" for the quarter. In any given quarter, such customer behavior can make it difficult for us to forecast our ability to meet the expectations of investors and analysts. We may make some end-of-quarter sales at lower prices than originally offered, which could have an adverse impact on our business.

Our sales are somewhat seasonal. Our customers sometimes make significant license and maintenance purchases at the end of the year, possibly because they have budget dollars left and wish to spend those dollars rather than lose them. In addition, some of our sales compensation policies are based on achievement of certain annual revenue goals. As a result, our fourth quarter has historically tended to be the strongest in sales, which in turn has meant the following first quarter is often weaker in sales. (Our first-quarter sales in any given fiscal year do not necessarily indicate we will achieve higher sales in any subsequent quarter.)

Our products may not be able to prevail in comparative evaluations against our competitors' products. Our customers often conduct "beauty contests" in which they evaluate not only our products but those of our competitors. We believe our products usually fare very well in such head-to-head contests, but the possibility always exists that we may lose any given such contest for one or more reasons, some of which may be beyond our control. For example, if our product does not have a certain functionality that is particularly important to a customer, and if a competitor's product does have such functionality, then we may not be able to win that customer's business.

Recent refinements to our sales compensation structure have yet to be proved successful. We recently made changes to our sales compensation structure based on the recommendation of a consulting firm that studied our sales operations. We expect these changes will result in more closely aligning the personal financial interests of our sales force with the financial interests of the Company, but if not, our business could be adversely affected.

Ongoing refinements to our sales organization may result in transitional inefficiencies. We are currently refining our sales organization to increase our ability to support enterprise-wide sales. Some of these refinements may require additional training for some of our sales personnel whose job duties are changed, which can result in temporary inefficiencies as these personnel learn their new duties.

We do not maintain a significant backlog. We normally do not operate with a backlog because we ship our products shortly after orders are received. Consequently, if new orders dry up, we will not be able to cushion the resulting lack of sales with backlog sales.

Our international sales are subject to certain additional risks. During 2002, 2001, and 2000, we derived approximately 11 percent, 13 percent, and 11 percent of our revenues, respectively, from sales outside North America, both with our own international sales force (who generally are employed by our foreign subsidiaries) and by resellers and distributors. We cannot be certain we will be able to attract third parties that will be able to market our products effectively or to provide timely and cost-effective customer support and service. Our reseller arrangements generally provide that resellers may carry competing product offerings. We cannot be certain any distributor or reseller will continue to represent our products. If we are unable to recruit or retain sales personnel, distributors, or resellers, that inability could materially and adversely affect our business. If we are unable to generate increased sales using our international sales force, our costs will be higher without corresponding increases in revenue, resulting in lower operating margins for our international operations. In

22

addition, employment law and policies vary among countries outside the United States, which may reduce our flexibility in managing headcount and, in turn, managing personnel-related expenses. If we do not address the risks associated with international sales in a cost-effective and timely manner, our international sales growth will be limited, operating margins could be reduced and our business could be materially adversely affected. Even if we are able to successfully expand our international operations, we cannot be certain that we will be able to maintain or increase international market demand for our products.

We may be subject to foreign currency risks. To an increasing extent, our international business likely will be conducted in foreign currencies, especially the Euro. The exchange ratio of foreign currencies for U.S. dollars has fluctuated in the past and is likely to do so in the future, but we cannot predict the extent to which this will happen. Such fluctuations may lead to our experiencing currency losses. We have not adopted a formal hedging program to protect us from risks associated with foreign currency fluctuations.

We are dependent upon continued growth of the market for Windows system software. We depend upon the success of Microsoft's Windows NT and Windows 2000 operating systems, and to a lesser extent on the success of Novell's NetWare operating system and of Microsoft's Exchange software. In particular, market acceptance of our products depends on the increasing complexity of these software products and the advantages that our own software provides in managing those products. There may be times when the growth of one or more of these software products flattens out or even declines, especially if IT spending becomes, or stays, generally flat. To a certain extent, the growth in the Windows system software products comes at the expense of the corresponding Novell products, meaning that even if we gain customers on the Windows side, we may lose customers on the Novell side.

We are likely to continue to be confronted by rapidly-changing markets. The markets in which we do business can often be subject to rapid technological change, frequent new product introductions and enhancements, uncertain product life cycles, changes in customer demands, and evolving industry standards. Our products could be rendered obsolete if new products based on new technologies are introduced or new industry standards emerge. Our future success will depend in part on our ability to react to, and ideally to anticipate, these changes.

Our R&D efforts may not be sufficient to keep up with changing markets. To deal successfully with market changes, we must periodically enhance our existing products, develop and introduce new products, and sometimes discontinue an existing product. Our products are inherently complex; as a result, our new products and product enhancements can require long development and testing periods. When we undertake a project along these lines, we must make resource investments that often are significant in scope. We may experience various delays and other difficulties in any given project; if that happens, it increases the chances that a competitor might beat us to the market and thereby achieve a potential first-to-market advantage; this in turn could hinder our efforts to persuade customers to buy our products, which could damage our business. We have, on occasion, experienced delays in our planned introduction of new or enhanced products and cannot be sure such delays will not occur again. In short, we cannot be certain, as our market evolves, we will be able to introduce new and/or updated products customers will want to buy or continue to use, or if we do, that we will earn enough money to recoup or realize a return on our investments.

Our software could contain errors that are hard to detect and costly to fix. Our software products are complex and usually are installed and used in large computer networks having a wide variety of equipment and networking configurations. We try to test our new products and product enhancements thoroughly and to work with customers through our customer support services organization to identify and correct errors ("bugs"). Even so, we might first become aware of a particular error in a product or product enhancement only after we had released it for general licensing availability. Depending on severity, such errors could cost us substantial time and money to fix, possibly delaying our work on other new products or product enhancements. In addition, such errors could damage our reputation, possibly hurting our ability to sell not only the product or product enhancement in question but perhaps other products as well. Moreover, the operating-system or applicable-program software with which our products operate could itself have bugs; this could result in problems being incorrectly blamed on our software, which in turn could result in our having to spend time and money addressing the problems even though they ultimately proved not to have been of our making.

23

We could be subject to liability claims if our software has errors. Conceivably, errors in our software could lead to warranty claims and/or to product-liability claims. Such claims could require us to spend significant time and money in litigation or to pay significant damages. Most of our license agreements with customers contain provisions designed to limit our exposure to potential claims, but it is possible that these provisions may not prove 100% effective in limiting our liability. Any such claims, whether or not ultimately successful, could damage our reputation and our business.

We rely on certain third-party relationships, and our business could be hurt if those relationships were to be impaired. We rely to a considerable extent on our relationships with Microsoft and Novell; for example, we attempt to coordinate our product offerings with the future releases of their operating systems. These companies may not notify us of feature enhancements prior to new releases of their operating systems in the future. If that were to happen, we might not be able to introduce new products and product enhancements on a timely basis to capitalize on other companies' new releases and feature enhancements. This could lead to one or more competitors, having better relationships with these companies, pulling ahead of us in the marketplace.

We license certain third-party software for inclusion in our product, and such software may not always be available for our use. We license certain third-party software to perform certain functions in certain of our own software products. So far we have been able to renew the required licenses on terms we regard as satisfactory. It is possible that in the future we may not be able to renew one or more of those licenses on acceptable terms. If that were to occur, we might be forced to stop shipping the affected product(s) until we could find or build a replacement for the third-party software; this could materially and adversely affect our operating results.

Our revenue bases may change with the market. The percentages of our revenues attributable to software licenses for particular operating-system or application-software platforms can change from time to time. A number of factors outside our control can cause these changes, including changing market acceptance and penetration of the various operating-system and application-software platforms we support and the relative mix of development and installation by VARs of application software operating on such platforms.

We are affected by the migration rate to Windows 2000. Our ability to sell licenses for some of our bv-Admin migration products depends in part on the rate at which customers elect to migrate their networks to Microsoft's Windows 2000 operating system. Some observers have noted this migration rate has been slower than expected. If the migration rate continues to remain comparatively slow, it could materially and adversely affect our revenues from such migration products.

Other companies might try to misappropriate our technology. We attempt to protect our technology with a combination of copyright, trademark and trade secret laws, confidentiality procedures and contractual provisions. We license our software products primarily under "click-wrap" licenses agreements. We believe, however, these measures afford only limited protection. Despite our efforts to protect our proprietary rights, unauthorized parties may attempt to copy aspects of our products or to obtain and use information we regard as proprietary. We have found historically that a few customers use our software for more than they have paid for, representing a loss of revenue for us. Policing unauthorized use of our products is difficult and we are unable to determine the extent to which piracy of our software products exists. In addition, the laws of some foreign countries do not protect our proprietary rights as fully as do the laws of the United States, and we may be subject to unauthorized use of our products in those countries. Any legal action that we may bring to

24

protect proprietary information could be expensive and may distract management from day-to-day operations. Our means of protecting our proprietary rights may not be adequate to protect our products and technology from unauthorized copying. In addition, competitors may be able to independently develop similar or superior technology.

We might be accused of misappropriating a third party's technology. Litigation regarding intellectual property rights is not uncommon in the software industry. We expect software product developers will increasingly be subject to infringement claims as the number of products and competitors in our industry segment grows and the functionality of products in different industry segments overlaps. We are not aware that we are infringing any proprietary rights of third parties. From time to time, however, third parties may claim we have infringed on their intellectual property rights. Any such claims, with or without merit, could be time consuming to defend, could result in costly litigation, could divert management's attention and resources, could cause product shipment delays, or could require us to enter into royalty or licensing agreements. Such royalty or licensing agreements, if required, may not be available on terms acceptable to us, if at all. If a third party alleges we have infringed its intellectual property rights, we may choose to litigate the claim and/or seek an appropriate license from the third party. The mere fact a third party makes such an allegation could damage our reputation and hurt our ability to sell our products, and we might have little or no practical recourse even if the allegation is baseless. If someone were successfully to make a claim of infringement against us, and if we could not or did not obtain a license or develop alternative technology on a timely basis, our business could be materially adversely affected.

Our cost structure is fixed to a certain extent, which may limit our ability to reduce costs if sales decrease. We base our expenses to a significant extent on our estimates of future sales revenues. As a result, many of our expenses are fixed in the short term. If our future sales do not match our estimates, we might embark on certain cost cutting measures (which could include but are not limited to employee reductions, office closings and product consolidations), but we might not be able to cut costs quickly and effectively enough to prevent our business from being adversely affected.

We may be required to defer increasing amounts of revenue in the future. As our sales transactions and product mix becomes more complex, revenue-recognition principles stated in SOP 97-2 or SOP 98-9 could require us to defer a significant portion of our transaction revenues and to recognize the deferred revenue in future periods, rather than in the period in which the sales transactions occurred.

Our stock price has a history of volatility. There have been times when the market price of our common stock has been highly volatile (like that of many other technology companies). We expect our stock price will continue to fluctuate in the future. These fluctuations may be due to factors specific to our Company, to changes in analysts' earnings estimates, to the relatively low volume of trading in our common stock in recent months, or to factors affecting the computer industry or the securities markets in general. We believe that quarter-to-quarter and year-to-year financial comparisons are not necessarily meaningful indicators of our future operating results and should not be relied on as an indication of future performance; nevertheless, if our quarterly and annual operating results should fail to meet market expectations, the trading price of our common stock could be negatively impacted. Our quarterly and annual operating results have varied substantially in the past and may vary substantially in the future due to a number of factors described elsewhere in this Report, which could lead to significant changes in our stock price.

The loss of one or more of our key individuals could hurt our business. If a senior executive or other key employee leaves the Company, dies, or becomes disabled, that could hurt our business, especially if he or she joins a competitor or otherwise competes with us. We have employment agreements and/or change-of-control agreements with most of our senior executives. These agreements establish an at-will employment relationship; they do not require the executives to work for us for any particular period of time. These agreements include provisions restricting the use of our confidential information and, in most cases, requiring the senior executive not to compete with us for specified periods of time, but enforcement of such agreements is generally time-consuming, expensive, and uncertain in result (especially so in the case of covenants not to compete). We do not maintain key man life insurance policies on any of our personnel.

25

We have recently experienced significant changes in our senior management team and board of directors. Several of our senior executives and members of our board of directors are comparatively new with the Company. Our future success will depend to a significant extent on our ability to assimilate these changes in our leadership team.

Our corporate governance structure includes certain anti-takeover provisions. Certain aspects of our corporate governance structure, like that of many other technology companies, are typically regarded as anti-takeover provisions. Such provisions likely would make it more difficult for a third party to acquire control of our company, even if the change in control might be beneficial to our stockholders. This could discourage potential takeover attempts and could hurt the market price of our common stock.

Our network and Web site may be targeted for intentional disruption. As a leading provider of security-related software, we anticipate that, from time to time, our corporate computer network and our Web site may be targeted for intentional disruption by "black-hat" hackers. We believe we have taken sufficient precautions to prevent such disruption, but we cannot be certain we will succeed in preventing all such disruption. If such disruption is successful, it could hurt our business activities; if successful disruption becomes publicly known, it could also damage our reputation and that of our products and services.

Natural disasters and other infrastructure problems may hurt our ability to operate. In June 2001, Tropical Storm Alison caused massive flooding throughout the Houston area. While our Houston offices were not significantly damaged, the infrastructure of the building in which our offices were located was severely damaged by the flooding. As a result, we were unable to occupy our offices for several weeks and were required to operate from temporary offices with temporary phone systems, computer network facilities, etc. These events highlighted our reliance on our telephone system, computer network, and data center infrastructure for internal communications, communications with customers and partners, direct sales of our software products, sales lead generation, and direct provision of fee-based services. Those systems may be vulnerable to damage from human error, physical or electronic security breaches, power loss and other facility failures, fire, flood, telecommunications failure, sabotage, terrorist attacks, vandalism and similar events. Despite precautions, a natural disaster or other unanticipated problems could result in interruptions in our service or significant damage. In addition, failure of any of our telecommunications providers to provide consistent data communications capacity could result in interruptions in our services and thus in our ability to provide service to our customers.

Acquisitions may pose additional risks. In the past we have made, and we may continue to make, investments in complementary companies, technologies, services or products if we find appropriate opportunities. If we were to buy a company, we could have difficulty assimilating the personnel and operations of the acquired company. If we were to make other types of acquisitions, assimilating the technology, services or products into our operations could be difficult. Acquisitions could disrupt our ongoing business, distract management and other resources and make it difficult to maintain our standards, controls and procedures. We might not succeed in overcoming these risks or in any other problems we might encounter in connection with any future acquisitions. We cannot be certain we would be able to successfully integrate acquired products and technology into our sales model or product offerings.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Company is exposed to a variety of risks associated with foreign currency exchange rate fluctuations and changes in the market value of its investments. Special Note: Certain statements set forth below constitute "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended. See "Business -- Special Note Regarding Forward-Looking Statements" contained elsewhere herein.

FOREIGN CURRENCY EXCHANGE RATES

We operate globally and the functional currency for most of our non-U.S. enterprises is the local currency. For the years ended December 31, 2002, 2001 and 2000, approximately 11 percent, 13 percent and 11 percent of our consolidated revenues, respectively, were generated from customers outside of North

26

America, substantially all of which were billed and collected in foreign currencies. Similarly, substantially all of the expenses of operating our foreign subsidiaries are incurred in foreign currencies. As a result, our U.S. dollar earnings and net cash flows from international operations may be adversely affected by changes in foreign currency exchange rates. Based on our foreign currency exchange instruments outstanding at December 31, 2002, we estimate a near-term change in foreign currency rates would not materially affect our financial position, results of operations or net cash flows for the year ended December 31, 2003. We used a value-at-risk ("VAR") model to measure potential fair value losses due to foreign currency exchange rate fluctuations. The VAR model estimates were made assuming normal market conditions and a 95 percent confidence level. The VAR model is a risk estimation tool, and as such, is not intended to represent actual losses in fair value that we will incur.

INTEREST RATE RISK

We adhere to a conservative investment policy, whereby our principal concern is the preservation of liquid funds while maximizing our yield on liquid assets. Cash, cash equivalents, short-term investments and long-term investments (including restricted cash) approximated $42.3 million and $47.5 million at December 31, 2002 and 2001, respectively. Such amounts were invested in different types of investment-grade securities with the intent of holding these securities to maturity. Although our portfolio is subject to fluctuations in interest rates and market conditions, no gain or loss on any security would actually be recognized in earnings unless the instrument was sold. We estimate that a near-term change in interest rates would not materially affect our financial position, results of operations or net cash flows for the year ended December 31, 2003. We used a VAR model to measure potential market risk on our marketable securities due to interest rate fluctuations. The VAR model estimates were made assuming normal market conditions and a 95 percent confidence level. The VAR model is a risk estimation tool, and as such, is not intended to represent actual losses in fair value that we will incur.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The financial statements and supplementary financial information required to be filed under this Item are presented in Item 15 of this Annual Report on Form 10-K.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

For information concerning this Item, see text under the captions "Election of Directors," "Executive Officers and Compensation" and "Compliance With
Section 16(a) of the Securities Exchange Act of 1934" in the proxy statement relating to our 2003 annual meeting of shareholders (the "Proxy Statement") to be filed subsequent to the filing of this Annual Report on Form 10-K, which information is incorporated herein by reference.

ITEM 11. EXECUTIVE COMPENSATION

For information concerning this Item, see text under the captions "Executive Officers and Compensation" in the Proxy Statement, which information is incorporated herein by reference.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

For information concerning this Item, see text under the captions "Security Ownership of Certain Beneficial Owners and Management" in the Proxy Statement, which information is incorporated herein by reference.

27

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

For information concerning this Item, see text under the caption "Certain Relationships and Transactions" in the Proxy Statement, which information is incorporated herein by reference.

ITEM 14. CONTROLS AND PROCEDURES

(a) Evaluation of Disclosure Controls and Procedures

The management of the Company, including the Chief Executive Officer and the Chief Financial Officer, have conducted an evaluation of the effectiveness of the Company's disclosure controls and procedures pursuant to Rule 13a-14 under the Securities Exchange Act of 1934 as of a date (the "Evaluation Date") within 90 days prior to the filing date of this Annual Report on Form 10-K. Based on that evaluation, the Chief Executive Officer and the Chief Financial Officer concluded that, as of the Evaluation Date, the Company's disclosure controls and procedures were effective in ensuring that all material information relating to the Company, including our consolidated subsidiaries, required to be filed in this Annual Report on Form 10-K has been made known to them in a timely manner.

(b) Changes in Internal Controls

There have been no significant changes made in the Company's internal controls or in other factors that could significantly affect internal controls subsequent to the Evaluation Date.

PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

(a) Documents included in this Annual Report on Form 10-K:

FINANCIAL STATEMENTS                                           PAGE
--------------------                                           ----
Report of Independent Accountants...........................    30
Consolidated Balance Sheets.................................    31
Consolidated Statements of Operations and Comprehensive
  Loss......................................................    32
Consolidated Statements of Shareholders' Equity.............    33
Consolidated Statements of Cash Flows.......................    34
Notes to Consolidated Financial Statements..................    35
Schedule II -- Valuation and Qualifying Accounts............    52

Other financial schedules under the Act have been omitted because they are either not required or are not material.

(b) Reports of Form 8-K:

In a Report on Form 8-K dated December 9, 2002, the Company reported that it received notification from the NASDAQ Listing Qualifications Panel confirming BindView has regained compliance with NASDAQ's continued listing maintenance requirements.

In a Report on Form 8-K dated November 20, 2002, the Company reported that it had announced to its employees that its board of directors had approved a voluntary stock-option exchange program for employees other than executive management.

In a Report on Form 8-K dated November 6, 2002, the Company reported it had issued a press release announcing (i) recent management personnel changes, including the appointment of a new senior vice president of worldwide marketing, the appointment of a new vice president of international sales, and the resignation of the Company's vice president of worldwide sales and the Company's initiation of a search for a replacement; and (ii) results of the Company's stock repurchase program.

28

In a Report on Form 8-K dated October 28, 2002, the Company issued a press release announcing, among other things, financial results for the quarter and nine months ended September 30, 2002.

(c) Exhibits:

Reference is made to the Exhibit Index at the end of this Annual Report on Form 10-K.

29

REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors and Shareholders of BindView Development Corporation:

In our opinion, the consolidated financial statements listed in the index appearing under Item 15(a) on page 28 present fairly, in all material respects, the financial position of BindView Development Corporation and its subsidiaries at December 31, 2002 and 2001, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2002 in conformity with accounting principles generally accepted in the United States of America. In addition, in our opinion, the financial statement schedule listed in the index appearing under Item 15(a) on page 28 presents fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated financial statements. These financial statements and financial statement schedule are the responsibility of the Company's management; our responsibility is to express an opinion on these financial statements and the financial statement schedule based on our audits. We conducted our audits of these statements in accordance with auditing standards generally accepted in the United States of America, which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

PRICEWATERHOUSECOOPERS LLP

Houston, Texas
January 30, 2003

30

BINDVIEW DEVELOPMENT CORPORATION

CONSOLIDATED BALANCE SHEETS

                                                                DECEMBER 31,
                                                              -----------------
                                                               2002      2001
                                                              -------   -------
                                                               (IN THOUSANDS)
                                    ASSETS
Current assets:
  Cash and cash equivalents.................................  $37,760   $39,791
  Short-term investments....................................       --     3,253
  Accounts receivable, net of allowance of $1,237 and
     $1,097.................................................   11,199    10,344
  Other.....................................................    2,052     1,180
                                                              -------   -------
       Total current assets.................................   51,011    54,568
Property and equipment, net.................................    7,816     9,221
Deferred income taxes.......................................       --    19,562
Investments and other.......................................    4,729     4,770
                                                              -------   -------
       Total assets.........................................  $63,556   $88,121
                                                              =======   =======

                     LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
  Accounts payable..........................................  $ 1,990   $ 1,763
  Accrued liabilities.......................................    6,341     4,954
  Accrued compensation......................................    3,907     4,051
  Deferred revenue..........................................   12,464    10,350
                                                              -------   -------
       Total current liabilities............................   24,702    21,118
Deferred revenue............................................    2,213     2,618
Other.......................................................    1,215       576
Commitments and Contingencies (Note 10)
Shareholders' equity:
  Preferred stock, $0.01 par value, 20,000 shares
     authorized, none issued................................       --        --
  Common stock, no par value, 100,000 shares authorized,
     46,278 and 54,375 shares issued, and 46,278 and 51,377
     shares outstanding.....................................        1         1
  Additional paid-in capital................................  104,332   121,884
  Notes receivable from shareholder.........................     (892)   (1,188)
  Accumulated deficit.......................................  (68,398)  (43,965)
  Accumulated other comprehensive income (loss).............      383      (185)
  Treasury stock, at cost, 0 and 2,998 shares...............       --   (12,738)
                                                              -------   -------
       Total shareholders' equity...........................   35,426    63,809
                                                              -------   -------
       Total liabilities and shareholders' equity...........  $63,556   $88,121
                                                              =======   =======

See notes to consolidated financial statements.

31

BINDVIEW DEVELOPMENT CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS AND
COMPREHENSIVE LOSS

                                                                  YEAR ENDED DECEMBER 31,
                                                              --------------------------------
                                                                2002        2001        2000
                                                              ---------   ---------   --------
                                                              (IN THOUSANDS, EXCEPT PER SHARE
                                                                          AMOUNTS)
Revenues:
  Licenses..................................................  $ 37,238    $ 42,532    $58,931
  Services..................................................    29,740      28,356     27,125
                                                              --------    --------    -------
                                                                66,978      70,888     86,056
Cost of revenues:
  Cost of licenses..........................................       500       1,059      2,123
  Cost of services..........................................     5,782       6,407      4,049
                                                              --------    --------    -------
                                                                 6,282       7,466      6,172
Gross profit................................................    60,696      63,422     79,884
Operating costs and expenses:
  Sales and marketing.......................................    37,242      49,079     44,746
  Research and development..................................    19,219      22,668     26,500
  General and administrative................................     7,932      14,600      9,780
  Transaction and restructuring.............................     3,002       6,594      6,357
  Asset impairment..........................................       276       1,979      1,571
                                                              --------    --------    -------
Operating loss..............................................    (6,975)    (31,498)    (9,070)
Other income (expense), net.................................     2,104      (2,859)     4,443
                                                              --------    --------    -------
Loss before income taxes....................................    (4,871)    (34,357)    (4,627)
Provision (benefit) for income taxes........................    19,562     (10,211)      (783)
                                                              --------    --------    -------
Net loss....................................................  $(24,433)   $(24,146)   $(3,844)
                                                              ========    ========    =======
Loss per common share -- basic and diluted..................  $  (0.49)   $  (0.47)   $ (0.07)
                                                              ========    ========    =======
Reconciliation of net loss to comprehensive loss:
  Net loss..................................................  $(24,433)   $(24,146)   $(3,844)
  Gain (loss) from foreign currency translation.............       568          84         (7)
                                                              --------    --------    -------
  Comprehensive loss........................................  $(23,865)   $(24,062)   $(3,851)
                                                              ========    ========    =======

See notes to consolidated financial statements.

32

BINDVIEW DEVELOPMENT CORPORATION

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY

                                                                                                                   ACCUMULATED
                                                   CONVERTIBLE                                                        OTHER
                                COMMON STOCK     PREFERRED STOCK      ADDITIONAL      SHAREHOLDER                 COMPREHENSIVE
                               ---------------   ----------------   PAID-IN CAPITAL      NOTE       ACCUMULATED      INCOME
                               SHARES   AMOUNT   SHARES    AMOUNT       AMOUNT        RECEIVABLE      DEFICIT        (LOSS)
                               ------   ------   -------   ------   ---------------   -----------   -----------   -------------
                                                                        (IN THOUSANDS)
Balance at December 31,
  1999.......................  47,535     $1      22,689    $ 23       $109,471         $  (202)     $(15,975)        $(262)
  Exercise of stock options
    and warrants.............   1,407     --          --      --          2,780              --            --            --
  Tax benefit related to
    exercise of employee
    stock options............      --     --          --      --          4,505              --            --            --
  Payment on shareholder
    notes....................      --     --          --      --             --              58            --            --
  Employee stock purchase
    plan.....................     105     --          --      --          1,037              --            --            --
  Treasury stock purchases
    (635 shares).............      --     --          --      --             --              --            --            --
  Conversion of preferred
    stock into common
    stock....................   3,251     --     (22,689)    (23)            23              --            --            --
  Foreign currency
    translation adjustment...      --     --          --      --             --              --            --            (7)
  Net loss...................      --     --          --      --             --              --        (3,844)           --
                               ------     --     -------    ----       --------         -------      --------         -----
Balance at December 31,
  2000.......................  52,298     $1          --    $ --       $117,816         $  (144)     $(19,819)        $(269)
  Exercise of stock options
    and warrants.............   1,490     --          --      --          1,558              --            --            --
  Tax benefit related to
    exercise of employee
    stock options............      --     --          --      --            867              --            --            --
  Employee stock purchase
    plan.....................     187     --          --      --            599              --            --            --
  Treasury stock purchases
    (2,363 shares)...........      --     --          --      --             --              --            --            --
  Common stock issued under
    restricted stock
    agreement................     400     --          --      --          1,044          (1,044)           --            --
  Foreign currency
    translation adjustment...      --     --          --      --             --              --            --            84
  Net loss...................      --     --          --      --             --              --       (24,146)           --
                               ------     --     -------    ----       --------         -------      --------         -----
Balance at December 31,
  2001.......................  54,375     $1          --    $ --       $121,884         $(1,188)     $(43,965)        $(185)
  Exercise of stock
    options..................     108     --          --      --             66              --            --            --
  Employee stock purchase
    plan.....................     490     --          --      --            498              --            --            --
  Treasury stock purchases
    (5,697 shares)...........      --     --          --      --             --              --            --            --
  Retirement of treasury
    stock....................  (8,695)                                  (18,116)
  Reduction of shareholder
    note in lieu of
    guaranteed bonus.........      --     --          --      --             --             296            --            --
  Foreign currency
    translation adjustment...      --     --          --      --             --              --            --           568
  Net loss...................      --     --          --      --             --              --       (24,433)           --
                               ------     --     -------    ----       --------         -------      --------         -----
Balance at December 31,
  2002.......................  46,278     $1          --    $ --       $104,332         $  (892)     $(68,398)        $ 383
                               ======     ==     =======    ====       ========         =======      ========         =====


                                              TOTAL
                               TREASURY   SHAREHOLDERS'
                                STOCK        EQUITY
                               --------   -------------
                                    (IN THOUSANDS)
Balance at December 31,
  1999.......................  $     --      $93,056
  Exercise of stock options
    and warrants.............        --        2,780
  Tax benefit related to
    exercise of employee
    stock options............        --        4,505
  Payment on shareholder
    notes....................        --           58
  Employee stock purchase
    plan.....................        --        1,037
  Treasury stock purchases
    (635 shares).............    (5,324)      (5,324)
  Conversion of preferred
    stock into common
    stock....................        --           --
  Foreign currency
    translation adjustment...        --           (7)
  Net loss...................        --       (3,844)
                               --------      -------
Balance at December 31,
  2000.......................  $ (5,324)     $92,261
  Exercise of stock options
    and warrants.............        --        1,558
  Tax benefit related to
    exercise of employee
    stock options............        --          867
  Employee stock purchase
    plan.....................        --          599
  Treasury stock purchases
    (2,363 shares)...........    (7,414)      (7,414)
  Common stock issued under
    restricted stock
    agreement................        --           --
  Foreign currency
    translation adjustment...        --           84
  Net loss...................        --      (24,146)
                               --------      -------
Balance at December 31,
  2001.......................  $(12,738)     $63,809
  Exercise of stock
    options..................        --           66
  Employee stock purchase
    plan.....................        --          498
  Treasury stock purchases
    (5,697 shares)...........    (5,378)      (5,378)
  Retirement of treasury
    stock....................    18,116           --
  Reduction of shareholder
    note in lieu of
    guaranteed bonus.........        --          296
  Foreign currency
    translation adjustment...        --          568
  Net loss...................        --      (24,433)
                               --------      -------
Balance at December 31,
  2002.......................  $     --      $35,426
                               ========      =======

See notes to consolidated financial statements.

33

BINDVIEW DEVELOPMENT CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                                 YEAR ENDED DECEMBER 31,
                                                              -----------------------------
                                                                2002       2001      2000
                                                              --------   --------   -------
                                                                     (IN THOUSANDS)
Cash flows from operating activities:
  Net loss..................................................  $(24,433)  $(24,146)  $(3,844)
  Adjustments to reconcile net loss to net cash provided by
     (used in) operating activities:
     Depreciation and amortization..........................     4,442      5,413     5,570
     Bad debt expense.......................................        --      3,474       664
     Asset impairments......................................       276      8,148     1,571
     Deferred income tax provision (benefit)................    19,562    (10,211)   (1,059)
     Other..................................................        48        197         7
     Changes in operating assets and liabilities:
       Accounts receivable..................................      (933)     9,753    (8,818)
       Other assets.........................................      (773)        75      (923)
       Accounts payable.....................................        36     (2,279)    1,372
       Accrued liabilities..................................     1,811      4,290    (1,217)
       Deferred revenues....................................     1,602      1,537     1,219
                                                              --------   --------   -------
          Net cash provided by (used in) operating
            activities......................................     1,638     (3,749)   (5,458)
                                                              --------   --------   -------
Cash flows from investing activities:
  Capital expenditures......................................    (3,064)    (2,986)  (11,076)
  Net proceeds from maturity (purchase) of investments......     3,253      6,951       751
  Purchase of preferred stock...............................        --         --    (5,000)
  Other.....................................................        40         --         6
                                                              --------   --------   -------
          Net cash provided by (used in) investing
            activities......................................       229      3,965   (15,319)
                                                              --------   --------   -------
Cash flows from financing activities:
  Payments on notes payable and long-term debt..............        --         --      (260)
  Restriction on cash under letter of credit................        --     (4,500)       62
  Repurchase of common stock................................    (5,378)    (7,414)   (5,324)
  Net proceeds from sale of common stock....................       564      2,060     3,810
                                                              --------   --------   -------
          Net cash used in financing activities.............    (4,814)    (9,854)   (1,712)
Effect of exchange rate changes on cash.....................       916         92      (324)
                                                              --------   --------   -------
Net decrease in cash and cash equivalents...................    (2,031)    (9,546)  (22,813)
Cash and cash equivalents at beginning of year..............    39,791     49,337    72,150
                                                              --------   --------   -------
Cash and cash equivalents at end of year....................  $ 37,760   $ 39,791   $49,337
                                                              ========   ========   =======
Non-cash financing and investing activities:
  Reduction of shareholder note in lieu of guaranteed
     bonus..................................................  $    296   $     --   $    --
  Tax benefit related to the exercise of employee stock
     Options................................................  $     --   $    867   $ 4,505
  Conversion of convertible debentures and preferred stock
     into common stock......................................  $     --   $     --   $    23
  Note receivable from shareholder in exchange for 400
     shares of restricted common stock......................  $     --   $  1,044   $    --

See notes to consolidated financial statements.

34

BINDVIEW DEVELOPMENT CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

OPERATIONS

BindView Development Corporation ("BindView" or the "Company"), a Texas corporation, was incorporated in May 1990. The Company delivers security management software solutions to help safeguard computer systems and networks from security breaches and helps protect business systems from both internal and external threats. The Company's suite of cross-platform software and associated services help secure, automate and reduce the costs of managing information technology infrastructures.

PRINCIPLES OF CONSOLIDATION AND BASIS OF PRESENTATION

The accompanying consolidated financial statements include the accounts of BindView and its subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation.

In 2000, BindView completed a merger with Entevo Corporation ("Entevo") in a transaction that was accounted for as a pooling of interests. These consolidated financial statements combine the historical results of the Company with Entevo for all periods presented.

REVENUE RECOGNITION

The Company follows American Institute of Certified Public Accountants ("AICPA") Statement of Position 97-2, "Software Revenue Recognition" ("SOP 97-2") and Statement of Position 98-9, "Modification of SOP 97-2, Software Revenue Recognition With Respect to Certain Transactions" ("SOP 98-9"), as applicable, to account for revenue recognition. The Company primarily licenses its software products under perpetual licenses. Revenues are recognized under these arrangements once the following criteria are met: (i) a written purchase order, license agreement or contract has been executed; (ii) software, or software license authorization code in situations where the customer previously received evaluation software, has been delivered to the customer; (iii) license agreements with no significant vendor obligations or customer acceptance rights outstanding have been issued to the customer; (iv) the license fee is fixed and determinable and collection of the fee is probable; and (v) vendor-specific objective evidence exists to allocate the total fee in accordance with SOP 97-2 or SOP 98-9. Vendor-specific objective evidence is based on the price generally charged when an element is sold separately or at the renewal rate for maintenance agreements in subsequent years. In situations where vendor-specific objective evidence does not exist, and all other revenue recognition criteria have been met, revenue is recognized ratably over the life of the agreement. If installation is essential to the functionality of the software, revenue is deferred until completion of the installation. Certain of these items may require the application of judgment when evaluating specific business arrangements in a changing environment against our normal business practices.

Revenues from maintenance contracts and other related services are reported as service revenue. Customers generally elect to purchase a one to three year maintenance agreement in conjunction with their licensing of the Company's products, which is renewable, at the customer's discretion, upon expiration of the original maintenance contract. Maintenance revenues are recognized ratably over the contract term. Deferred revenue is comprised primarily of maintenance revenue and revenue from training and consulting services. The portion of maintenance contract revenues that have not yet been recognized as revenues are reported as deferred revenue in the accompanying consolidated balance sheet. Deferred maintenance revenue which has not been collected is not recognized.

Sales made through distributors, value-added resellers ("VARs"), and original equipment manufacturers ("OEMs") are recognized upon execution of a written purchase order, license agreement or contract with either the reseller or end user and after all revenue recognition criteria previously noted have been met. The Company performs ongoing credit evaluations and assessments of the financial viability of its customers, including distributors, VARs and OEMs, in determining whether or not revenue recognition is appropriate.

35

BINDVIEW DEVELOPMENT CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

RESEARCH AND DEVELOPMENT

The Company follows SFAS No. 86, Accounting for the Costs of Computer Software to be Sold, Leased or Otherwise Marketed, in accounting for research and development costs. These costs are charged to operations as they are incurred until technological feasibility has been determined. The Company currently considers technological feasibility to have been established once a working model of a product has been produced and tested. The judgment regarding when an adequate working model has been satisfactorily tested is subjective and the degree of proximity of that date to product release influences how much cost is capitalized. To date, costs incurred by the Company's development staff subsequent to the establishment of technological feasibility have not been material.

SOFTWARE DEVELOPED FOR INTERNAL USE

The Company follows Statement of Position 98-1, Accounting for the Costs of Computer Software Developed or Obtained for Internal Use ("SOP 98-1") in accounting for certain costs related to the development or purchase of internal-use software. SOP 98-1 requires that certain costs be capitalized and amortized over the estimated useful life of the software. Additionally, costs related to the preliminary project stage and the post-implementation/operations stage of an internal-use computer software development project are expensed as incurred. In 2002 and 2001, the Company capitalized approximately $0.8 million and $0.3 million, respectively in costs associated with the development of internal-use software. Such costs are included in property and equipment in the accompanying consolidated balance sheet.

STOCK OPTIONS

The Company accounts for all stock-based employee compensation plans under the recognition and measurement provisions of APB Opinion 25, "Accounting for Stock Issued to Employees," (APB 25) and related interpretations. Under APB 25, no stock-based employee costs are reflected in net income as all options granted under those plans had an exercise price equal to or in excess of the market value of the underlying common stock on the date of grant. The following table illustrates the effect on net loss and loss per share as if the Company had applied the fair value recognition provisions of SFAS No. 123, "Accounting for Stock-Based Compensation" ("SFAS 123"), to stock-based employee compensation:

                                                         2002       2001       2000
                                                       --------   --------   --------
Net loss as reported.................................  $(24,433)  $(24,146)  $ (3,844)
Deduct: Total stock-based employee compensation
  expense determined under fair value method for all
  awards, net of related tax effects.................    (7,979)    (7,685)   (11,006)
                                                       --------   --------   --------
Pro forma net loss...................................  $(32,412)  $(31,831)  $(14,850)
                                                       ========   ========   ========
Loss per common share (basic and diluted):
-- As reported.......................................  $  (0.49)  $  (0.47)  $  (0.07)
-- Pro forma.........................................  $  (0.64)  $  (0.62)  $  (0.29)

36

BINDVIEW DEVELOPMENT CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

The above pro forma amounts were based on a Black-Scholes option-pricing model, which included the following information and assumptions:

                                                                  YEAR ENDED
                                                                 DECEMBER 31,
                                                              ------------------
                                                              2002   2001   2000
                                                              ----   ----   ----
Expected life (in years)....................................    5      6      8
Interest rate...............................................    5%     5%     6%
Volatility..................................................  106%   112%   144%
Dividend yield..............................................    0%     0%     0%

INCOME TAXES

The Company follows the liability method of accounting for income taxes. Under this method, deferred income tax assets and liabilities are determined based on differences between the financial statement and income tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Valuation allowances may also be provided based upon subjective evaluations of facts, circumstances and expectations, which may change over the course of time (see Note 6).

CASH AND CASH EQUIVALENTS

All short-term investments with an original maturity of 90 days or less are considered cash equivalents.

ACCOUNTS RECEIVABLE AND PROVISION FOR DOUBTFUL ACCOUNTS

The Company provides an allowance for doubtful accounts when collection is considered doubtful. The Company performs ongoing credit evaluations of its customers, reviews its collection efforts and analyzes its payment experience with specific customers in order to determine whether or not collection is doubtful. There may be a significant fluctuation in the provision for doubtful accounts to the extent the Company's subjective evaluation of the economy, facts, circumstances and expectations change.

INVESTMENTS

The Company's short-term investments include commercial paper, corporate bonds or certificates of deposit that have original maturities of more than three months and less than one year. The Company's long-term investments, which have an original maturity of more than twelve months, are intended to be held until maturity.

PROPERTY AND EQUIPMENT

Property and equipment are recorded at cost. Depreciation is computed on a straight-line basis over the estimated useful lives of the assets. Leasehold improvements are amortized over the shorter of the lives of the respective leases or the service lives of the improvements. Repairs and maintenance are charged to expense as incurred.

ADVERTISING COSTS

Advertising costs are expensed when incurred and totaled $0.8 million in 2002, $1.4 million in 2001, and $1.3 million in 2000.

37

BINDVIEW DEVELOPMENT CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

LONG-LIVED ASSETS

In the event that facts and circumstances indicate that long-lived assets may be impaired, the Company evaluates the recoverability of such assets. The estimated future undiscounted cash flows associated with the asset are compared to the asset's carrying amount to determine if a write-down to market value or discounted cash flow value is necessary. The Company believes all long-lived assets are fully realizable as of December 31, 2002.

FOREIGN CURRENCY TRANSLATION

The Company's foreign subsidiaries use the local currency as their functional currency. Financial statements of these subsidiaries are translated into U.S. dollars using the exchange rate at each balance sheet date for assets and liabilities and a weighted average exchange rate for each period for revenues, expenses, gains and losses and cash flows. The impact of currency fluctuations is recorded as a separate component of comprehensive income (loss) in the accompanying consolidated statement of operations and comprehensive loss.

USE OF ESTIMATES

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Management considers many factors in selecting appropriate operational and financial accounting policies and controls, and in developing the estimates and assumptions that are used in the preparation of these financial statements. Management must apply significant judgment in this process. Among the factors, but not fully inclusive of all factors that may be considered by management, in these procedures are: the range of accounting policies permitted by U.S. generally accepted accounting principles; management's understanding of the Company's business-both historical results and expected future results; the extent to which operational controls exist that provide high degrees of assurance that all desired information to assist in the estimation is available and reliable or whether there is a greater uncertainty in the information that is available upon which to base the estimate; expected rates of change, sensitivity and volatility associated with the assumptions used in developing estimates; and whether historical trends are expected to be representative of future trends. The estimation process often times may yield a range of potentially reasonable estimates of the ultimate future outcomes and management must select an amount that lies within that range of reasonable estimates-which may result in the selection of estimates which could be viewed as conservative or aggressive by others-based upon the quantity, quality and risks associated with the variability that might be expected from the future outcome and the factors considered in developing the estimate. Actual results could differ from those estimates.

RECLASSIFICATIONS

Certain reclassifications have been made to the prior years' consolidated financial statements to conform with the current year presentation.

RECENT PRONOUNCEMENTS

In July 2001, the Financial Accounting Standards Board ("FASB") issued SFAS No. 141, "Business Combinations" and SFAS No. 142, "Goodwill and Other Intangible Assets." SFAS No. 141 requires that all business combinations be accounted for by the purchase method of accounting and changes the criteria for recognition of intangible assets acquired in a business combination. The provisions of SFAS No. 141 apply to all business combinations initiated after June 30, 2001. The adoption of SFAS No. 141 is not expected to have a material impact on the financial position and results of operations of the Company. SFAS No. 142 requires that goodwill and intangible assets with indefinite useful lives no longer be amortized; however, these assets

38

BINDVIEW DEVELOPMENT CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

must be reviewed at least annually for impairment. Intangible assets with finite useful lives will continue to be amortized over their respective useful lives. The standard also establishes specific guidance for testing for impairment of goodwill and intangible assets with indefinite useful lives. The adoption of SFAS No. 142 is not expected to have a material impact on the financial position and results of operations of the Company.

In October 2001, the FASB issued SFAS No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets." SFAS No. 144 amends existing accounting guidance on asset impairment and provides a single accounting model for long-lived assets to be disposed of. Among other provisions, the new rules change the criteria for classifying an asset as held-for-sale. The standard also broadens the scope of businesses to be disposed of that qualify for reporting as discontinued operations, and changes the timing of recognizing losses on such operations. The adoption of SFAS No. 144 is not expected to have a material impact on the financial position and results of operations of the Company.

In June 2002, the FASB issued SFAS No. 146, "Accounting for Costs Associated with Exit or Disposal Activities." SFAS No. 146 provides guidance related to accounting for costs associated with disposal activities covered by SFAS No. 144 or with exit or restructuring activities previously covered by Emerging Issues Task Force ("EITF") Issue No. 94-3, "Liability Recognition for Certain Employee Termination Benefits and Other Costs to Exit an Activity (including Certain Costs Incurred in a Restructuring)." SFAS No. 146 supercedes EITF Issue No. 94-3 in its entirety. SFAS No. 146 requires that costs related to exiting an activity or to a restructuring not be recognized until the liability is incurred. SFAS No. 146 will be applied prospectively to exit or disposal activities that are initiated after December 31, 2002.

In November 2002, the FASB issued FASB Interpretation No. 45 ("FIN 45"), "Guarantor's Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others." FIN 45 requires that a liability be recorded in the guarantor's balance sheet upon issuance of a guarantee. In addition, FIN 45 requires disclosures about the guarantees that an entity has issued, including a rollforward of the entity's product warranty liabilities. The adoption of FIN 45 is not expected to have a material impact on the financial position and results of operations for the Company. The disclosure provisions of FIN 45 are effective for financial statements for the year ended December 31, 2002. The Company's warranty liabilities are considered immaterial for disclosure in 2002.

In December 2002, the FASB issued SFAS No. 148, "Accounting for Stock-Based Compensation, Transition and Disclosure." SFAS No. 148 provides alternative methods of transition for a voluntary change to the fair value based method of accounting for stock-based employee compensation. SFAS No. 148 also requires that disclosures of the pro forma effect of using the fair value method of accounting for stock-based employee compensation be displayed more prominently and in a tabular format. Additionally, SFAS No. 148 requires disclosure of the pro forma effect in interim financial statements. The transition and annual disclosure requirements of SFAS No. 148 are effective for the Company's fiscal year 2003. The interim disclosure requirements are effective for the second quarter of the Company's fiscal year 2003. The Company does not expect SFAS No. 148 to have a material effect on its results of operations or financial condition.

2. ACQUISITION OF ENTEVO CORPORATION

In February 2000, the Company merged with Entevo in a stock-for-stock transaction accounted for as a pooling of interests with retroactive restatement of all periods combining the historical results of the Company and Entevo. Entevo provided directory management solutions that help organizations deploy, integrate, administer and maintain enterprise directory services in Windows NT and Windows 2000 environments. In connection with the merger, the Company issued 4.2 million shares of common stock based upon an exchange ratio of 0.1205909 shares of the Company's common stock for each share of Entevo common stock and 0.17210298 shares of the Company's common stock for each share of Entevo Series C Preferred Stock. The

39

BINDVIEW DEVELOPMENT CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

Entevo Series A and Series B Preferred Stock and all outstanding Entevo stock warrants and options were converted to Company common stock on the date of the merger. As a result of this merger, all of the outstanding convertible preferred stock of Entevo was exchanged for the Company's common stock. The Company incurred transaction costs in 2000 of $3.8 million and restructuring costs of $1.8 million as a result of this merger. There were no material transactions between BindView and Entevo prior to the merger.

3. RESTRUCTURING EXPENSES AND ASSET IMPAIRMENTS

Restructuring costs were $3.0 million in 2002 and $6.6 million in 2001. The restructuring charge in 2002 included an upward adjustment of $1.1 million in the Company's accrual for leaseholds that were abandoned in 2001 primarily related to the deteriorating sub-lease commercial real estate market in Houston, Texas.

In July 2002, the Company approved a restructuring plan to improve operating efficiency and improve sales and marketing productivity. The original estimate for the cost of this plan totaled approximately $1.6 million and consisted primarily of (i) involuntary employee separation for approximately 30 employees (a reduction in workforce of approximately 5 percent), (ii) closing the Company's Boston development center and certain European sales offices,
(iii) reserves for leasehold abandonment, and (iv) various non-personnel related cuts. The costs of the plan were based on management's best estimate utilizing information available at the time. Subsequent to recording the charge in September 2002, the Company increased the amount of the charge by $0.3 million due to lower expected sublease rental rates related to the deterioration in the commercial real estate market in Houston, Texas, offset by lower costs associated with employee severance. These changes are reflected below in the Adjustments column and were included in the transaction and restructuring line in the accompanying consolidated statements of operations and comprehensive loss.

The 2002 restructuring expenses and amounts charged against the provision as of December 31, 2002 were as follows (in thousands):

                                                                                  REMAINING
                                                                   CASH          ACCRUAL AT
                                       CHARGES   ADJUSTMENTS   EXPENDITURES   DECEMBER 31, 2002
                                       -------   -----------   ------------   -----------------
Employee severance...................  $  711       $(89)         $(384)           $  238
Lease commitments....................     842        397           (295)              944
Other................................      55          3            (58)               --
                                       ------       ----          -----            ------
                                       $1,608       $311          $(737)           $1,182
                                       ======       ====          =====            ======

In connection with the 2002 restructuring plan, the Company also determined that certain leasehold improvements related to the downsized or closed offices were impaired and recognized an asset impairment of $0.3 million.

In 2001, the Company completed a corporate reorganization and implemented a number of cost-cutting measures to improve operating efficiency and to accelerate our return to profitability. The cost of this plan totaled approximately $6.6 million and consisted primarily of: (i) involuntary employee separation expenses for approximately 160 employees (a reduction in workforce of approximately 21 percent), (ii) downsizing or closing of our Boston and Arlington development centers and certain of our European sales offices, (iii) reserves for leasehold abandonment, and (iv) various non-personnel related costs. The restructuring costs included a $1.2 million charge related to asset impairments of leasehold improvements, equipment and other assets of the closed or downsized offices.

The costs of the plan were based on management's best estimate utilizing information available at that time. Due to the economic downturn experienced in the commercial real estate market in 2002, our estimates for sublease rentals were decreased. This change is reflected in the Adjustments column below and was

40

BINDVIEW DEVELOPMENT CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

recorded in the transaction and restructuring line in the accompanying consolidated statements of operations and comprehensive loss.

The accrued restructuring expenses and amounts charged against the provision as of December 31, 2002 were as follows (in thousands):

                                         REMAINING                                   REMAINING
                                         ACCRUAL AT                                  ACCRUAL AT
                                        DECEMBER 31,                     CASH       DECEMBER 31,
                              CHARGES       2001       ADJUSTMENTS   EXPENDITURES       2002
                              -------   ------------   -----------   ------------   ------------
Employee severance..........  $2,791       $  257        $   --         $(257)         $   --
Lease commitments...........   2,182          675         1,083          (374)          1,384
Office closure costs........     111           --            --            --              --
Asset impairments...........   1,169           --            --            --              --
Other restructuring costs...     341          178            --          (178)             --
                              ------       ------        ------         -----          ------
                              $6,594       $1,110        $1,083         $(809)         $1,384
                              ======       ======        ======         =====          ======

The Company also recorded asset impairment charges totaling $7.0 million during 2001 consisting of: (i) a write off of a $5.0 million equity investment in a UK-based software distribution and consulting firm and (ii) an asset impairment charge of $2.0 million consisting of $1.5 million for software and computer equipment and a $0.5 million impairment of certain intangible assets. The investment in the UK-based software firm was originally made during the second quarter of 2000 and consisted of $5.0 million of redeemable preferred stock in the firm and $1.0 million of intangible assets, primarily consisting of customer lists and non-compete agreements which were being amortized over their useful lives ranging from one to three years. The write-off of the $5.0 million equity investment, which is included in other income (expense) in the Company's consolidated statement of operations and comprehensive loss, was based on an independent appraisal of the current fair value of the investment and management's assessment of the value that would be derived from the investment. The intangible assets had a net book value of $0.5 million at the date of the impairment after the Company incurred $0.2 million and $0.3 million in amortization expense for the years ending December 31, 2001 and 2000, respectively. The majority of the $1.5 million in software and computer equipment impairment related to the acquisition of an enterprise-wide asset management system that management had determined would not be installed or utilized in the future.

In December 2000, the Company realigned its product offerings and strategic plans for product development. In connection with this realignment, the Company determined that certain capitalized software costs, prepaid royalties and equipment were impaired and recognized an asset impairment totaling $1.6 million. In connection with this corporate product realignment, the Company approved restructuring plans to eliminate certain positions and to close its operations in Fremont, California. These restructuring costs consisted of employee severance costs of $0.7 million and other miscellaneous integration and restructuring costs of $0.1 million. As of December 31, 2001, there were no actions remaining under the plan.

During 2000, the Company merged with Entevo Corporation in a stock-for-stock transaction accounted for as a pooling of interests. Transaction costs of $3.8 million and restructuring costs of $1.8 million were incurred as a result of the merger. The transaction costs consisted of investment banking fees of $2.5 million and professional fees and other miscellaneous expenses totaling $1.3 million. At the time of the merger, management approved restructuring plans to eliminate duplicate positions and integrate Entevo's and the Company's operations. These restructuring costs consisted of employee severance and relocation costs of $1.5 million and other miscellaneous integration and restructuring costs of $0.3 million. As of December 31, 2000, there were no actions remaining under the plan.

41

BINDVIEW DEVELOPMENT CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

4. INVESTMENTS

The Company had no investments at December 31, 2002 and short-term investments considered held to maturity at December 31, 2001 of $3.3 million.

RESTRICTED CASH

Under terms of the Company's lease agreement covering its corporate office that was amended in May 2001, the Company was required to post a $4.5 million irrevocable letter of credit to the lessor. The Company posted this letter of credit in July 2001 and placed on deposit with the issuing financial institution $4.5 million to secure that instrument. The letter of credit requirement will be reduced to $2.25 million on November 1, 2004 and will expire on November 1, 2005. The deposit of $4.5 million to secure the letter of credit is included in investments and other in the accompanying consolidated balance sheets.

5. PROPERTY AND EQUIPMENT

Property and equipment balances are summarized as follows:

                                                                       DECEMBER 31,
                                                       ESTIMATED     -----------------
                                                      USEFUL LIVES    2002      2001
                                                      ------------   -------   -------
                                                                      (IN THOUSANDS)
Computer equipment and software.....................  3 years        $18,402   $15,571
Office furniture and other equipment................  3-10 years       3,497     3,352
Autos...............................................  5 years             49       100
Leasehold improvements..............................  Lease terms      4,777     5,030
                                                                     -------   -------
                                                                      26,725    24,053
Less -- accumulated depreciation....................                 (18,909)  (14,832)
                                                                     -------   -------
                                                                     $ 7,816   $ 9,221
                                                                     =======   =======

Depreciation expense totaled $4.1 million in 2002, $5.2 million in 2001, and $5.1 million in 2000.

6. INCOME TAXES

The components of income (loss) before income taxes are summarized as follows (in thousands):

                                                           YEAR ENDED DECEMBER 31,
                                                         ----------------------------
                                                          2002       2001      2000
                                                         -------   --------   -------
                                                                (IN THOUSANDS)
U.S. operations........................................  $(5,653)  $(37,112)  $(2,439)
Foreign................................................      782      2,755    (2,188)
                                                         -------   --------   -------
  Total loss before income taxes.......................  $(4,871)  $(34,357)  $(4,627)
                                                         =======   ========   =======

42

BINDVIEW DEVELOPMENT CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

The provision (benefit) for income taxes consisted of the following:

                                                           YEAR ENDED DECEMBER 31,
                                                         ----------------------------
                                                          2002       2001      2000
                                                         -------   --------   -------
                                                                (IN THOUSANDS)
Current
  U.S. operations
  Federal..............................................  $    --   $     --   $    --
  State................................................       --         --        --
Foreign................................................       --         75       276
                                                         -------   --------   -------
                                                         $    --   $     75   $   276
Deferred
  U.S. operations Federal..............................  $19,466   $(10,250)  $  (999)
  State................................................       96        (36)      (60)
Foreign................................................       --         --        --
                                                         -------   --------   -------
                                                         $19,562   $(10,286)  $(1,059)
                                                         -------   --------   -------
       Total...........................................  $19,562   $(10,211)  $  (783)
                                                         =======   ========   =======

The differences between income taxes computed at the federal statutory income tax rate and the provision (benefit) for income taxes follow:

                                                           YEAR ENDED DECEMBER 31,
                                                         ----------------------------
                                                          2002       2001      2000
                                                         -------   --------   -------
                                                                (IN THOUSANDS)
Income taxes computed at federal statutory income tax
  rate.................................................  $(1,656)  $(11,681)  $(1,575)
State income taxes, net of federal benefit.............     (112)       (36)      (60)
Foreign income taxes...................................     (203)        25      (216)
Research and development credit........................     (275)      (780)   (1,222)
Non-deductible transaction expenses....................       --         --     1,292
Valuation allowance....................................   21,705      2,035       951
Other..................................................      103        226        47
                                                         -------   --------   -------
  Total provision (benefit) for income taxes...........  $19,562   $(10,211)  $  (783)
                                                         =======   ========   =======

43

BINDVIEW DEVELOPMENT CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

The components of deferred tax assets and liabilities at December 31, 2002 and 2001 are comprised of the following:

                                                                DECEMBER 31,
                                                              -----------------
                                                               2002      2001
                                                              -------   -------
                                                               (IN THOUSANDS)
Deferred tax assets:
  Net operating loss carryforwards..........................  $21,445   $19,558
  Capitalized research and development costs................    4,155     4,674
  Difference in basis for equity investment.................    1,872     1,872
  Research and development credit carryforward..............    3,331     3,261
  Allowance for doubtful accounts...........................      439       391
  Accrued liabilities.......................................      886       635
  Differences in basis for long-lived assets................    1,646     1,600
  Other.....................................................      409        49
                                                              -------   -------
                                                               34,183    32,040
Deferred tax liabilities....................................       --        --
                                                              -------   -------
     Total..................................................   34,183    32,040
Less: Valuation allowance...................................  (34,183)  (12,478)
                                                              -------   -------
Total deferred tax asset....................................  $    --   $19,562
                                                              =======   =======

At December 31, 2002, the Company has a domestic NOL carryforward of approximately $48 million, of which $8 million expires in 2012, $19 million expires from 2018 through 2020, $16 million expires in 2021 and $5 million expires in 2022. The Company also has a foreign NOL carryforward of approximately $15 million and a research and development credit carryforward of $3 million expiring between 2018 and 2022.

During 2002, the Company made an assessment of realization of its deferred tax assets and concluded that a valuation allowance of $19.6 million for its net deferred tax assets was appropriate. As of December 31, 2002, the Company has a full valuation allowance of $34.2 million against its deferred tax assets. As in its prior assessments, the Company considered its current and previous performance and other relevant factors in determining the sufficiency of its valuation allowance. Objective factors, such as current and previous operating losses, were given substantially more weight than management's outlook for future profitability. Management remains optimistic about the future prospects of the Company's business and the industry and continues to believe that over time, as the market improves, the Company should generate sufficient taxable income to utilize a substantial portion of its net operating loss carryforwards. Until such time as a consistent pattern of sufficient profitability is established, no tax benefit will be recognized associated with the Company's pre-tax accounting losses and a full income tax provision will not be provided on any future pre-tax accounting income.

United States income taxes have not been provided on the cumulative undistributed earnings, which totaled approximately $2.3 million at December 31, 2002, of the Company's foreign subsidiaries as it is the Company's intention to reinvest such earnings indefinitely.

7. NET LOSS PER SHARE

The Company's earnings per share data are presented in accordance with SFAS No. 128, "Earnings Per Share". Basic earnings per share data are computed using the weighted average number of shares outstanding. Diluted earnings per share is computed using the weighted average number of shares outstanding adjusted for

44

BINDVIEW DEVELOPMENT CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

the incremental shares attributed to outstanding securities with a right to purchase or convert into common stock. The following table sets forth the computation of basic and diluted loss per share (in thousands, except per share amounts):

                                                                2002       2001      2000
                                                              --------   --------   -------
Numerator:
  Net loss -- numerator for loss per share -- basic and
     diluted................................................  $(24,433)  $(24,146)  $(3,844)
                                                              ========   ========   =======
Denominator:
  Denominator for basic loss per share -- weighted-average
     shares.................................................    50,319     51,438    51,810
Effect of dilutive securities:
  Effect of stock options...................................        --         --        --
                                                              --------   --------   -------
       Total diluted shares.................................    50,319     51,438    51,810
                                                              ========   ========   =======
Loss per common share -- basic and diluted..................  $  (0.49)  $  (0.47)  $ (0.07)
                                                              ========   ========   =======

Options and warrants to purchase 7.5 million, 8.2 million and 12.0 million shares of common stock for the years ended December 31, 2002, 2001 and 2000, respectively, were outstanding, but were not included in the computation of diluted loss per share as their inclusion would have been anti-dilutive.

8. SHAREHOLDERS' EQUITY

COMMON STOCK

In 1998, the Company issued 0.5 million shares of common stock to the two founders of Entevo pursuant to the terms of restricted stock purchase agreements. The common stock was issued at $.05 per share in consideration of full recourse promissory notes bearing interest at 6 percent from the founders. The promissory notes are due in 2003. During 2000, one promissory note was paid in full. As of December 31, 2002, the Company has a remaining note receivable of $0.2 million outstanding, which is classified as note receivable from shareholders in the accompanying consolidated balance sheet.

In May of 2001, the Company, under terms of a restricted stock agreement, issued 0.4 million shares of restricted common stock to an executive officer at $2.61 per share in exchange for a full recourse promissory note of approximately $1.0 million. The restricted common stock vests over a four-year period from the date of issuance. At December 31, 2001, the May agreements were rescinded and a new restricted stock agreement and promissory note were entered into reflecting issuance of 0.4 million shares to the executive at $1.97 per share. Additionally, the executive's employment agreement was amended to lower his guaranteed signing bonus in proportion to the reduction in proceeds to the Company from the stock issuance.

SHAREHOLDER RIGHTS PLAN

On September 17, 2001 the Board of Directors adopted a Shareholder Rights Plan (the "Rights Plan"). Pursuant to the Rights Plan, the Company distributed Preferred Stock Purchase Rights ("Rights") as a dividend at the rate of one Right for each share of the Company's common stock held by stockholders of record as of September 21, 2001 (the "Record Date"). The Board of Directors also authorized the issuance of Rights for each share of common stock issued after Record Date, until the occurrence of certain specified events. The Rights Plan was adopted to provide protection to stockholders in the event of an unsolicited attempt to acquire the Company. The Rights are not exercisable until the earlier of (i) ten days following an announcement that a person or group has acquired beneficial ownership of 15 percent of the Company's common stock or (ii) ten days following the announcement of a tender offer which would result in a person or group obtaining beneficial ownership of 15 percent or more of the Company's outstanding common stock,

45

BINDVIEW DEVELOPMENT CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

subject to certain exceptions (the earlier of such dates being called the ("Distribution Date")). The Rights are initially exercisable for one one-hundredth of a share of the Company's preferred stock at a price of $11 per share, subject to adjustment. However, if (i) after the Distribution Date the Company is acquired in certain types of transactions, or (ii) any person or group, with certain exceptions, acquires beneficial ownership of 15 percent of the Company's common stock, then holders of Rights (other than the 15 percent holder) will be entitled to receive upon exercise of the Right, common stock of the Company (or in the case of acquisition of the Company, common stock of the acquirer) having a market value of two times the exercise price of the Right. The Company is entitled to redeem the Rights, for $0.001 per Right, at the discretion of the Board of Directors, until certain specified times. The Company may also require the exchange of Rights, at a rate of one share of common stock, for each Right, under certain circumstances. The Company also has the ability to amend the Rights, subject to certain limitations.

STOCK PURCHASE WARRANTS

In 1997, the Company issued a warrant to purchase 0.1 million shares of common stock at $8.07 per share. The warrant was exercised in 2000 by payment of the exercise price of $1.0 million.

TREASURY STOCK TRANSACTIONS

Under terms of a share repurchase program approved by the Board of Directors during 2002, the Company purchased approximately 5.7 million shares of common stock during the year ended December 31, 2002, at an average price per share of $0.94. The Company retired these shares in November 2002.

Under terms of a share repurchase program approved by the Board of Directors during 2000, the Company purchased approximately 2.4 million and 0.6 million shares of common stock at an average price per share of $3.14 and $8.38 during the years ended December 31, 2001 and 2000, respectively. In February 2002, the Company retired all of the 3.0 million shares of common stock held in treasury as of December 31, 2001.

9. STOCK OPTION PLANS

INCENTIVE STOCK OPTION PLAN

In 1996, the Company's Board of Directors adopted the Incentive Stock Option Plan under which 3.7 million shares of common stock have been reserved for issuance of options. At December 31, 2002, 0.6 million and 1.1 million options were outstanding and available for issuance under this plan, respectively. Options on 0.5 million, 0.6 million and 0.8 million shares were exercisable at December 31, 2002, 2001 and 2000, respectively, with a weighted average exercise price per share of $1.38, $1.63 and $4.69, respectively.

NONQUALIFIED STOCK OPTION PLAN

In 1996, the Company's Board of Directors adopted the Nonqualified Stock Option Plan under which 3.5 million shares of common stock have been reserved for issuance of options. At December 31, 2002 and 2001, there were no options outstanding and 0.3 million options available for issuance under this plan, respectively. Options on 0.8 million shares were exercisable at December 31, 2000 with a weighted average exercise price per share of $1.60.

1997 EMPLOYEE STOCK OPTION PLAN

In 1997, the Company's Board of Directors adopted the 1997 Employee Stock Option Plan under which 2.6 million shares of common stock have been reserved for issuance of options. At December 31, 2002, 0.5 million and 0.4 million options were outstanding and available for issuance under this plan, respectively. Options on 0.5 million, 0.4 million and 1.1 million shares were exercisable at December 31, 2002, 2001 and 2000, respectively, with a weighted average exercise price per share of $2.91, $2.53 and $2.67, respectively.

46

BINDVIEW DEVELOPMENT CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

1998 OMNIBUS INCENTIVE PLAN

In 1998, the Company's Board of Directors adopted the 1998 Omnibus Incentive Plan under which 8.0 million shares of common stock have been reserved for issuance of options. At December 31, 2002, 2.1 million and 5.0 million options were outstanding and available for issuance under this plan, respectively. Options on 1.2 million, 1.5 million and 0.9 million were exercisable at December 31, 2002, 2001 and 2000, respectively, with a weighted average exercise price per share of $7.16, $8.13 and $9.11, respectively.

NON-EMPLOYEE DIRECTOR PLAN

In 1998, the Company's Board of Directors adopted the Non-Employee Director Plan under which 0.5 million shares of common stock have been reserved for issuance of options. At December 31, 2002, 0.4 million and 0.1 million options were outstanding and available for issuance under this plan, respectively. Options on 0.1 million shares were exercisable at December 31, 2002, 2001 and 2000, with a weighted average exercise price per share of $1.73, $1.92 and $2.93, respectively.

2000 INDIAN STOCK OPTION PLAN

In 2000, the Company's Board of Directors adopted the 2000 Indian Stock Option Plan under which 0.5 million shares of common stock have been reserved for issuance of options. At December 31, 2002, 0.3 million and 0.2 million options were outstanding and available for issuance under this plan, respectively. Options on 0.1 million shares were exercisable at December 31, 2002 and 2001 at a weighted average exercise price per share of $5.70 and $6.63, respectively. There were no options exercisable at December 31, 2000 under this plan.

2000 EMPLOYEE INCENTIVE PLAN

In 2000, the Company's Board of Directors adopted the BindView 2000 Employee Incentive Plan under which 4.4 million shares of common stock have been reserved for issuance of options. At December 31, 2002, 3.7 million and 0.7 million options were outstanding and available for issuance under this plan, respectively. Options on 0.8 million and 0.4 million shares were exercisable at December 31, 2002 and 2001, respectively, at a weighted average exercise price per share of $3.01 and $4.74, respectively. There were no options exercisable at December 31, 2000 under this plan.

INTERNATIONAL EMPLOYEE STOCK OPTION PLAN AND SECTION 102 SHARE OPTION PLAN

In 1998, Netect's Board of Directors adopted the International Employee Stock Option and Section 102 Share Option Plans under which 0.4 million shares of common stock have been reserved for issuance of options. At December 31, 2002, 0.1 million options were outstanding and available for issuance under this plan. Options on 0.1 million shares were exercisable at December 31, 2002, 2001 and 2000, respectively, with a weighted average exercise price per share of $4.59, $3.50 and $3.25, respectively. In connection with the merger of Netect and the Company, these options were exchanged for options to purchase the Company's common stock using the exchange ratio, which is reflected in the amounts listed herein.

1997 ENTEVO STOCK PLAN AND 1998 INDIAN STOCK OPTION PLAN

In 1997, Entevo's Board of Directors adopted the 1997 Entevo Stock Plan and in 1998 the 1998 Indian Stock Option Plan under which 0.4 million shares of common stock have been reserved for issuance of options. At December 31, 2002, 0.1 million and 0.3 million options were outstanding and available for issuance under this plan, respectively. Options on 0.1 million shares were exercisable at December 31, 2002, 2001 and 2000, respectively, with a weighted average exercise price per share of $1.65, $0.94 and $1.11, respectively. Certain local regulatory restrictions apply to the Indian Stock Option Plan. In connection with the merger of Entevo

47

BINDVIEW DEVELOPMENT CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

into the Company, these options were exchanged for options to purchase the Company's common stock using the exchange ratio, which is reflected in the amounts listed herein.

ALL STOCK-BASED COMPENSATION PLANS

Options granted under the Incentive Stock Option Plan, Nonqualified Stock Option Plan and Non-Employee Director Plan generally vest 20 percent per year over five years. Options granted under the International Employee Stock Option Plan, the Section 102 Share Option Plan, 1997 Entevo Stock Plan, 1998 Indian Stock Option Plan, 2000 Indian Stock Option Plan and 2000 Employee Incentive Plan generally vest 25 percent per year over four years. Options granted under the 1997 Employee Stock Option Plan and 1998 Omnibus Incentive Plan vest at varying rates. Options expire between one year and ten years from the date of grant. Stock options have been granted at the fair market value of the Company's stock at the date of grant.

The following table summarizes combined activity under the stock option plans for each of the three years ended December 31, 2002:

                                                                                     WEIGHTED
                                                                                     AVERAGE
                                                                                    PRICE PER
                                                      OPTIONS    PRICE PER SHARE      SHARE
                                                      --------   ----------------   ----------
                                                      (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
Options outstanding, December 31, 1999..............    9,525     $0.38 - $22.25      $5.85
  Options granted...................................    5,456     $6.84 - $24.53      $8.71
  Options lapsed or canceled........................   (1,750)    $0.41 - $24.53      $8.50
  Options exercised.................................   (1,275)    $0.38 - $13.75      $1.49
                                                       ------
Options outstanding, December 31, 2000..............   11,956     $0.38 - $22.50      $7.22
  Options granted...................................    6,057     $1.00 - $ 8.91      $3.13
  Options lapsed or canceled........................   (8,328)    $0.39 - $13.81      $7.27
  Options exercised.................................   (1,486)    $0.38 - $10.06      $1.01
                                                       ------
Options outstanding, December 31, 2001..............    8,199     $0.38 - $13.81      $5.28
  Options granted...................................    3,149     $0.79 - $ 2.37      $1.41
  Options lapsed or canceled........................   (3,698)    $0.41 - $13.81      $6.34
  Options exercised.................................     (107)    $0.38 - $ 2.07      $0.61
                                                       ------
Options outstanding, December 31, 2002..............    7,543     $0.38 - $13.75      $3.20
                                                       ======

48

BINDVIEW DEVELOPMENT CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

The following table summarizes significant ranges of outstanding and exercisable options at December 31, 2002:

                                              OPTIONS OUTSTANDING           OPTIONS EXERCISABLE
                                       ----------------------------------   --------------------
                                                   WEIGHTED      WEIGHTED              WEIGHTED
                                                    AVERAGE      AVERAGE                AVERAGE
                                                   REMAINING     EXERCISE              EXERCISE
                                       OPTIONS   LIFE IN YEARS    PRICE     OPTIONS      PRICE
                                       -------   -------------   --------   --------   ---------
                                                        (OPTIONS IN THOUSANDS)
under $1.00..........................     850         6.6         $ 0.78       477      $ 0.65
$1.01-$1.50..........................   1,116         7.6         $ 1.24       508      $ 1.41
$1.51-$2.00..........................   2,089         8.6         $ 1.57       263      $ 1.82
$2.01-$5.00..........................   2,250         7.1         $ 3.10     1,045      $ 3.32
$5.01-$10.00.........................     946         6.5         $ 8.95       688      $ 9.06
Over $10.00..........................     292         6.1         $11.50       213      $11.46
                                        -----         ---         ------     -----      ------
                                        7,543         7.4         $ 3.20     3,194      $ 4.27
                                        =====         ===         ======     =====      ======

EMPLOYEE STOCK PURCHASE PLAN

During 1999, the Company's Board of Directors adopted the 1999 Employee Stock Purchase Plan ("ESPP") whereby eligible employees may purchase shares of the Company's common stock at a price equal to 85 percent of the lower of the closing market price on the first or last trading day of a six-month period. A total of 1.0 million shares were initially reserved for issuance under this plan, and subsequent to December 31, 2002, the Board of Directors authorized an additional 1.0 million shares for the ESPP. Employees purchased 0.5 million and 0.2 million shares during 2002 and 2001, respectively. Aggregate proceeds to the Company totaled $0.5 million and $0.6 million in 2002 and 2001, respectively.

OPTION EXCHANGE PROGRAM

In November 2002 the Company's Board of Directors approved a voluntary option exchange program whereby employees (except senior management) with options having existing exercise prices of $3.00 and above could surrender those options for a lesser number of new options to be issued by the Company at least six months and one day from the date of surrender. The exercise price of the new options will be at the market price of the Company's common stock on the date of issuance. Approximately 1.0 million options were surrendered under the program, which will result in approximately 0.4 million new options being issued in June 2003. The Company is in the process of making its filings with the Securities and Exchange Commission to comply with the position of the Division of Corporation Finance of the Securities and Exchange Commission that compensatory exchange offers such as the exchange offering are subject to the issuer tender offer rules of the Securities and Exchange Commission. The Company expects the new options to be issued will be accounted for as a variable plan.

10. COMMITMENTS AND CONTINGENCIES

LEASE COMMITMENTS

The Company conducts its operations in leased facilities under operating leases expiring at various dates through 2011. Total lease expense amounted to approximately $4.1 million in 2002, $4.4 million in 2001, and $4.4 million in 2000.

The minimum rental commitments under operating leases at December 31, 2002 are: $2.9 million in 2003, $2.8 million in 2004, $4.5 million in 2005, $4.4 million in 2006, $4.4 million in 2007 and $16.1 million in 2008 and beyond. A portion of the Company's leased facilities under operating leases have been sub-leased.

49

BINDVIEW DEVELOPMENT CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

Anticipated cash receipts from these executed sub-lease arrangements are: $1.1 million in 2003 and $0.6 million in 2004.

Under terms of the Company's lease agreement covering its corporate office that was amended in May 2001, the Company was required to post a $4.5 million irrevocable letter of credit to the lessor. The Company posted this letter of credit in July 2001 and placed on deposit with the issuing financial institution $4.5 million to secure that instrument. The letter of credit requirement will be reduced to $2.25 million on November 1, 2004 and will expire on November 1, 2005.

The Company's amended lease agreement for its corporate office includes 10 months rental abatement which will be utilized from September 2003 to June 2004. Deferred rent expense associated with this rental abatement was $1.5 million and $0.7 million at December 31, 2002 and 2001, respectively, and is included in other current liabilities in the accompanying consolidated balance sheets.

EMPLOYMENT AGREEMENTS

Certain of the Company's executives are covered by employment agreements covering, among other things, base compensation, incentive-bonus determinations and payments in the event of termination or a change in control of the Company.

LEGAL MATTERS

From time to time the Company is a plaintiff or defendant in various lawsuits and claims arising in the normal course of business. There are no such pending or threatened lawsuits or claims whose outcomes, individually or in the aggregate, are likely to have a material adverse effect on the Company.

11. EMPLOYEE BENEFIT PLANS

Effective January 1, 1995, the Company adopted a 401(k) plan which is available to all full-time employees. Employees contribute to the plan through payroll deductions. The Company matches 50 percent of the participant's contribution up to a maximum of 6 percent. Additionally, the Company may make a discretionary contribution as determined by the Board of Directors. Total Company contributions were $0.3 million in 2002, $1.1 million in 2001 and $0.9 million in 2000.

12. FAIR VALUE OF FINANCIAL INSTRUMENTS

The Company has determined, based on available market information and appropriate valuation methodologies, that the fair value of its financial instruments approximates carrying value. The carrying value of cash and cash equivalents, short-term investments, accounts receivable, accounts payable and deferred revenues approximate their carrying value due to the short-term maturity of the instruments.

13. CONCENTRATION OF CREDIT RISK

Financial instruments that subject the Company to concentrations of credit risk consist primarily of cash equivalents, short-term and long-term investments, and accounts receivable. The Company maintains its cash equivalent balance in money market funds invested in U.S. Treasury Certificates or in U.S. dollar-linked instruments with major banks. These funds are not FDIC insured. The Company has not experienced any losses in such funds and believes it is not exposed to any significant credit risk on cash equivalents. The Company's investment policies restrict its investments to low risk, highly liquid securities. The Company also performs periodic evaluations of its investment policies to reduce its investment credit risk.

Management believes that concentrations of credit risk with respect to accounts receivable are limited due to the large number of customers comprising the Company's customer base and their dispersion across

50

BINDVIEW DEVELOPMENT CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

many different industries and geographic regions. No single customer accounted for more than 10 percent of revenue in 2002, 2001, or 2000. The Company performs ongoing credit evaluations of its customers to reduce credit risk. During the second quarter of 2001, the Company recognized a charge of $2.8 million for anticipated bad debts after a comprehensive evaluation of its collections efforts and experience with specific customers and its overall customer base in light of the weaker economy as well as the decision to reposition the Company in its market and to reposition various sales force deployments. Approximately 11 percent, 13 percent, and 11 percent of the Company's sales were made to customers in foreign countries, primarily to customers in Europe, during 2002, 2001, and 2000, respectively.

14. SEGMENT DATA

The Company believes it operated in one reportable segment as defined by SFAS 131 for the years ended December 31, 2002, 2001, and 2000. The Company manages its business primarily on an overall products and services basis. Revenues related to operations in the United States totaled $59.8 million, $62.0 million, and $76.6 million for the years ended December 31, 2002, 2001, and 2000, respectively. Revenues related to customers located in foreign countries, primarily in Europe, totaled $7.2 million, $8.9 million, and $9.4 million for the years ended December 31, 2002, 2001, and 2000, respectively. Long-lived assets within the United States totaled $6.9 million and $8.5 million at December 31, 2002 and 2001, respectively. Long-lived assets in foreign countries totaled $0.9 million and $0.7 million at December 31, 2002 and 2001, respectively.

15. OTHER INCOME (EXPENSE)

Other income (expense) for the Company is primarily comprised of earnings on the Company's cash, cash equivalents and investments. Other income (expense) in 2002 includes a receipt of $1.3 million for settlement of a business interruption claim during 2002 related to flooding that occurred in June 2001. Other income (expense) in 2001 includes a write-off of a $5.0 million equity investment in a UK-based software distribution and consulting firm.

16. QUARTERLY FINANCIAL DATA (UNAUDITED)

Quarterly financial information for 2002 and 2001 is summarized as follows:

                                          1ST QUARTER   2ND QUARTER   3RD QUARTER   4TH QUARTER
                                          -----------   -----------   -----------   -----------
                                                 (IN THOUSANDS EXCEPT PER SHARE AMOUNTS)
YEAR ENDED DECEMBER 31, 2002:
Revenues................................    $16,805       $15,003       $15,944       $19,226
Gross profit............................     15,079        13,552        14,368        17,697
Net income (loss).......................       (424)      (22,466)       (2,941)        1,398
Basic and diluted net income (loss) per
  share.................................      (0.01)        (0.43)        (0.06)         0.03
YEAR ENDED DECEMBER 31, 2001:
Revenues................................    $17,017       $17,518       $16,663       $19,690
Gross profit............................     15,170        15,309        14,926        18,017
Net income (loss).......................     (4,275)       (7,714)      (12,848)          691
Basic and diluted net income (loss) per
  share.................................      (0.08)        (0.15)        (0.25)         0.01

51

SCHEDULE II -- VALUATION AND QUALIFYING ACCOUNTS

                                                             ADDITIONS-
                                                              CHARGES
                                                BALANCE AT       TO           CHARGES       BALANCE AT
                                                JANUARY 1     EXPENSE     AGAINST RESERVE   DECEMBER 31
                                                ----------   ----------   ---------------   -----------
Accounts receivable -- allowance for doubtful
  accounts
  2000........................................   $   623      $   664         $  483          $   804
  2001........................................       804        3,474          3,181            1,097
  2002........................................     1,097           --           (140)           1,237
Deferred tax asset valuation allowance
  2000........................................   $ 9,492      $   951         $   --          $10,443
  2001........................................    10,443        2,035             --           12,478
  2002........................................    12,478       21,705             --           34,183

52

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

BINDVIEW DEVELOPMENT CORPORATION

                                                  /s/ ERIC J. PULASKI
                                          --------------------------------------
                                                     Eric J. Pulaski
                                          Chairman of the Board, Chief Executive
                                             Officer and President (Principal
                                                    Executive Officer)

March 31, 2003

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated below.

                   SIGNATURE                                      TITLE                      DATE
                   ---------                                      -----                      ----

              /s/ ERIC J. PULASKI                     Chairman of the Board, Chief      March 31, 2003
------------------------------------------------     Executive Officer and President
                Eric J. Pulaski                       (Principal Executive Officer)


              /s/ EDWARD L. PIERCE                   Director, Senior Vice President    March 31, 2003
------------------------------------------------       and Chief Financial Officer
                Edward L. Pierce                      (Principal Financial Officer)


               /s/ KEVIN P. COHN                    Vice President, Chief Accounting    March 31, 2003
------------------------------------------------    Officer and Corporate Controller
                 Kevin P. Cohn                       (Principal Accounting Officer)


              /s/ PETER T. DAMERIS                              Director                March 31, 2003
------------------------------------------------
                Peter T. Dameris


             /s/ RICHARD A. HOSLEY                              Director                March 31, 2003
------------------------------------------------
              Richard A. Hosley II


              /s/ ROBERT D. REPASS                              Director                March 31, 2003
------------------------------------------------
                Robert D. Repass


               /s/ ARMAND SHAPIRO                               Director                March 31, 2003
------------------------------------------------
                 Armand Shapiro

53

CERTIFICATIONS PURSUANT TO SECTION 302 OF
THE SARBANES-OXLEY ACT OF 2002

I, Eric J. Pulaski, certify that:

1. I have reviewed this annual report on Form 10-K of BindView Development Corporation;

2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;

3. Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;

4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;

b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the "Evaluation Date"); and

c) presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function):

a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and

6. The registrant's other certifying officer and I have indicated in this annual report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

                                                  /s/ ERIC J. PULASKI
                                          --------------------------------------
                                                     Eric J. Pulaski
                                               Chairman of the Board, Chief
                                             Executive Officer and President

Date: March 31, 2003

54

CERTIFICATIONS PURSUANT TO SECTION 302 OF
THE SARBANES-OXLEY ACT OF 2002

I, Edward L. Pierce, certify that:

1. I have reviewed this annual report on Form 10-K of BindView Development Corporation;

2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;

3. Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;

4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;

b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the "Evaluation Date"); and

c) presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function):

a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and

6. The registrant's other certifying officer and I have indicated in this annual report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

                                                 /s/ EDWARD L. PIERCE
                                          --------------------------------------
                                                     Edward L. Pierce
                                             Director, Senior Vice President
                                               and Chief Financial Officer

Date: March 31, 2003

55

EXHIBIT INDEX

Exhibits designated by the symbol * are filed with this Annual Report on Form 10-K. All exhibits not so designated are incorporated by reference to a prior filing as indicated.

Exhibits designated by the symbol + are management contracts or compensatory plans or arrangements that are required to be filed with this report pursuant to this Item 15.

We undertake to furnish to any stockholder so requesting a copy of any of the following exhibits upon payment to us of the reasonable costs incurred by us in furnishing any such exhibit.

EXHIBIT
NUMBER                                  DESCRIPTION
-------                                 -----------
 2.1        --  Agreement of Merger dated as of January 26, 2000, by and
                among BindView, Bravo Acquisition Corporation, Entevo
                Corporation and the Representing Stockholders identified
                therein (incorporated by reference to Exhibit 2.1 to
                BindView's Current Report on form 8-K (File No. 000-24677),
                dated February 9, 2000).
 3.1        --  Amended and Restated Articles of Incorporation of BindView
                (incorporated by reference to Exhibit 3.1 to the
                Registration Statement on Form S-1 of BindView (Reg. No.
                333-52883), filed with the Commission on May 15, 1998 (the
                "Form S-1")).
 3.2        --  Bylaws of BindView Development Corporation, as amended May
                23, 2002 (Incorporated by reference to Exhibit 3.3 to
                BindView's Quarterly Report on Form 10-Q for the quarter
                ended June 30, 2002)
 4.1        --  Reference is hereby made to Exhibit 3.1 (incorporated by
                reference to Exhibit 4.1 to the Form S-1) and Exhibit 3.2
                (incorporated by reference to Exhibit 3.3 to BindView's
                Quarterly Report on Form 10-Q for the quarter ended June 30,
                2002)
 4.2        --  Rights Agreement dated September 17, 2001 between BindView
                and Mellon Investor Services LLC (incorporated by reference
                to Exhibit 4.1 to BindView's Form 8-K filed on September 20,
                2001 (the "9/20/2001 8-K").
 4.3        --  Resolution Establishing a Series of Preferred Stock dated
                September 17, 2001 (incorporated by reference to Exhibit 4.2
                to the 9/20/2001 8-K).
 4.4        --  Form of Right Certificate (incorporated by reference to
                Exhibit 4.3 to the 9/20/2001 8-K).
 4.5        --  Summary of Rights to Purchase Preferred Shares (incorporated
                by reference to Exhibit 4.4 to the 9/20/2001 8-K).
10.1+       --  Incentive Stock Option Plan (incorporated by reference to
                Exhibit 10.1 to the Form S-1).
10.2+       --  Stock Option Plan (incorporated by reference to Exhibit 10.2
                to the Form S-1).
10.3+       --  1997 Incentive Plan (incorporated by reference to Exhibit
                10.3 to the Form S-1).
10.4+       --  Omnibus Incentive Plan, as amended (incorporated by
                reference to Exhibit 10.2 to BindView's Annual Report on
                Form 10-K for the year ended December 31, 1999 (the "1999
                10-K").
10.5        --  Agreement to Sublease dated June 25, 1998 between BindView
                and Halliburton Energy Services, Inc.
10.6        --  Lease Agreement dated June 20, 1995 between BindView and
                School Employees Holding Corp., including all amendments
                thereto (incorporated by reference to Exhibit 10.7 to the
                Form S-1).
10.7+       --  Amended and Restated Employment Agreement, dated June 24,
                1999, between BindView and Marc R. Caminetsky (incorporated
                by reference to BindView's Quarterly Report On Form 10-Q
                (File No. 000-24677) for the quarter ended June 30, 1999
                (the "6/30/99 10-Q").
10.8+       --  Amended and Restated Employment Agreement, dated June 24,
                1999, between BindView and Paul J. Cormier (incorporated by
                reference to Exhibit 10.2 to the 6/30/99 10-Q).
10.9+       --  Executive Employment Agreement dated October 2, 2000 between
                BindView and Kevin M. Weiss (Incorporated by reference to
                Exhibit 10.10 to BindView's Annual Report on Form 10-K for
                the year ended December 31, 2000 (the "2000 10-K")

56

EXHIBIT
NUMBER                                  DESCRIPTION
-------                                 -----------
10.10+      --  Employee Agreement dated September 26, 1996 between the
                Registrant and David E. Pulaski (incorporated by reference
                to Exhibit 10.14 to the Form S-1).
10.11+      --  Form of Indemnification Agreement (incorporated by reference
                to Exhibit 10.16 to the Form S-1).
10.12+      --  Executive Employment Agreement dated May 1, 2001 between
                BindView and Edward L. Pierce (incorporated by reference to
                Exhibit 10.1 to BindView's Quarterly Report on Form 10-Q for
                the quarter ended June 30, 2001 (the "6/30/2001 10-Q").
10.13+      --  Restricted Stock Agreement dated May 1, 2001 between
                BindView and Edward L. Pierce (incorporated by reference to
                Exhibit 10.2 to the 6/30/2001 10-Q).
10.14+      --  Promissory Note dated May 1, 2001 executed in favor of
                Bindview by Edward L. Pierce (incorporated by reference to
                Exhibit 10.3 to the 6/30/2001 10-Q).
10.15+      --  Change of Control Agreement dated May 1, 2001 between
                BindView and Edward L. Pierce (incorporated by reference to
                Exhibit 10.4 to the 6/30/2001 10-Q).
10.16+      --  Indemnification Agreement dated May 1, 2001 between BindView
                and Edward L. Pierce (incorporated by reference to Exhibit
                10.5 to the 6/30/2001 10-Q).
10.17+      --  Nonqualified Stock Option Agreement dated May 1, 2001
                between BindView and Richard P. Gardner (incorporated by
                reference to Exhibit 10.6 to the 6/30/2001 10-Q).
10.18+      --  Nonqualified Stock Option Agreement dated May 1, 2001
                between BindView and William D. Miller (incorporated by
                reference to Exhibit 10.7 to the 6/30/2001 10-Q).
10.19+      --  Nonqualified Stock Option Agreement dated May 1, 2001
                between BindView and Kevin M. Weiss (incorporated by
                reference to Exhibit 10.8 to the 6/30/2001 10-Q).
10.20+      --  Executive Employment Agreement dated May 31, 2001 between
                BindView and Kevin P. Cohn (incorporated by reference to
                Exhibit 10.9 to the 6/30/2001 10-Q).
10.21+      --  Nonqualified Stock Option Agreement dated May 31, 2001
                between BindView and Kevin P. Cohn (incorporated by
                reference to Exhibit 10.10 to the 6/30/2001 10-Q).
10.22+      --  Change of Control Agreement dated May 31, 2001 between
                BindView and Kevin P. Cohn (incorporated by reference to
                Exhibit 10.11 to the 6/30/2001 10-Q).
10.23+      --  Indemnification Agreement dated May 31, 2001 between
                BindView and Kevin P. Cohn (incorporated by reference to
                Exhibit 10.12 to the 6/30/2001 10-Q).
10.24+      --  Indemnification Agreement dated July 18, 2001 between
                BindView and Gary S. Margolis (incorporated by reference to
                Exhibit 10.1 to BindView's Quarterly Report on Form 10-Q for
                the quarter ended September 30, 2001 (the "9/30/2001 10-Q").
10.25+      --  Separation Agreement dated August 1, 2001 to be effective
                July 2, 2001 between BindView and Richard P. Gardner
                (incorporated by reference to Exhibit 10.2 to the 9/30/2001
                10-Q).
10.26+      --  Separation Agreement dated August 3, 2001 to be effective
                July 16, 2001 between BindView and Kevin M. Weiss
                (incorporated by reference to Exhibit 10.3 to the 9/30/2001
                10-Q).
10.27+      --  1998 Non-Employee Director Stock Option Plan, as amended
                October 26, 2001 and February 21, 2002 (incorporated by
                reference to Exhibit 10.28 to BindView's Annual Report on
                Form 10K for the year ended December 31, 2001 (the "2001
                10-K"))
10.28+      --  Amended and Restated Executive Employment Agreement dated
                December 31, 2001 between BindView and Edward L. Pierce
                (incorporated by reference to Exhibit 10.29 to the 2001
                10-K)
10.29       --  Lease agreement dated March 30, 2001 between BindView and
                Sage Plaza One Ltd (incorporated by reference to Exhibit
                10.30 to the 2001 10-K)
10.30+      --  Indemnification Agreement between the Company and Armand S.
                Shapiro, effective October 26, 2001 (incorporated by
                reference to Exhibit 10.31 to the 2001 10-K)
10.31+      --  Promissory Note dated December 31, 2001 executed in favor of
                Bindview by Edward L. Pierce (incorporated by reference to
                Exhibit 10.32 to the 2001 10-K)
10.32+      --  Rescission Agreement dated December 31, 2001 between
                BindView and Edward L. Pierce (incorporated by reference to
                Exhibit 10.33 to the 2001 10-K)

57

EXHIBIT
NUMBER                                  DESCRIPTION
-------                                 -----------
10.33+      --  Restricted Stock Agreement dated December 31, 2001 between
                BindView and Edward L. Pierce (incorporated by reference to
                Exhibit 10.34 to the 2001 10-K)
10.34+      --  Security Agreement dated December 31, 2001 between BindView
                and Edward L. Pierce (incorporated by reference to Exhibit
                10.35 to the 2001 10-K)
10.35+      --  Indemnification agreement between the Company and Eric J.
                Pulaski, executed March 27, 2002 (incorporated by reference
                to Exhibit 10.1 to BindView's Quarterly Report on Form 10-Q
                for the quarter ended March 31, 2002 (the "3/31/2002 10-Q"))
10.36+      --  Indemnification agreement between the Company and Peter L.
                Bloom, executed March 27, 2002 (incorporated by reference to
                Exhibit 10.2 to the 3/31/2002 10-Q)
10.37+      --  Indemnification agreement between the Company and Richard A.
                Hosley II, executed March 27, 2002 (incorporated by
                reference to Exhibit 10.2 to the 3/31/2002 10-Q)
10.38+      --  Indemnification agreement between the Company and Peter T.
                Dameris, executed August 15, 2002 (incorporated by reference
                to Exhibit 10.1 to BindView's Quarterly Report on Form 10-Q
                for the quarter ended September 30, 2002 (the "9/30/2002
                10-Q"))
10.39+      --  Nonqualified Stock Option Agreement, August 15, 2002,
                between the Company and Peter T. Dameris (incorporated by
                reference to Exhibit 10.2 to the 9/30/2002 10-Q)
10.40+      --  1999 Employee Stock Purchase Plan (incorporated by reference
                to Annex A to the Registrant's Proxy Statement relating to
                its 1999 Annual Shareholders' Meeting, filed with the
                commission on April 30, 1999)
10.41*      --  1999 Employee Stock Purchase Plan, as amended effective
                January 1, 2001
10.42*      --  Second Amendment to Employee Stock Purchase Plan, adopted by
                the Board of Directors on January 27, 2003, subject to
                subsequent shareholder approval
10.43*      --  BindView Development Corporation 2000 Indian Stock Option
                Plan, as amended through March 30, 2001
10.44*      --  BindView Development Corporation 2000 Employee Incentive
                Plan, as amended through March 30, 2001
10.45*+     --  Executive Employment Agreement entered into effective
                December 30, 2002, between the Company and Eric J. Pulaski
10.46*+     --  Employment Offer Letter dated December 31, 2002, between the
                Company and David S. Flame
10.47*+     --  Employment Offer Letter dated November 9, 2002, between the
                Company and David E. Lloyd
10.48*+     --  Executive Employment Agreement entered into effective
                December 30, 2002, between the Company and Gary S. Margolis
10.49*+     --  Employment Offer Letter dated November 4, 2002, between the
                Company and Ronald E. Rosenthal
10.50*+     --  Form of Change of Control Agreement entered into effective
                December 30, 2002, between the Company and, respectively,
                Eric J. Pulaski, Kevin P. Cohn, Jeffery E. Margolis, Gary E.
                Margolis, and D.C. Toedt
10.51*+     --  Separation Agreement entered into effective December 31,
                2002, between the Company and Kenneth D. Naumann
10.52*+     --  Form of First Amended and Restated Executive Employment
                Agreement entered into effective December 30, 2002, between
                the Company and, respectively, Jeffery E. Margolis, Kevin P.
                Cohn, and D.C. Toedt

58

EXHIBIT
NUMBER                                  DESCRIPTION
-------                                 -----------
10.53*+     --  Form of Executive Employment Agreement entered into
                effective December 30, 2002, between the Company and,
                respectively, Scott S. Blake, and Bruce K. Swope
10.54*+     --  Form of Change of Control Agreement entered into effective
                December 30, 2002, between the Company and, respectively,
                Scott S. Blake, and Bruce K. Swope
21.1*       --  Subsidiaries of the Company
23.1*       --  Consent of PricewaterhouseCoopers
99.1*       --  Certification of the Company's Chief Executive Officer, Eric
                J. Pulaski, pursuant to Section 906 of the Sarbanes-Oxley
                Act of 2002
99.2*       --  Certification of the Company's Chief Financial Officer,
                Edward L. Pierce, pursuant to Section 906 of the
                Sarbanes-Oxley Act of 2002

59

EXHIBIT 10.41

BINDVIEW DEVELOPMENT CORPORATION

1999 EMPLOYEE STOCK PURCHASE PLAN

AS AMENDED BY
FIRST AMENDMENT
EFFECTIVE 1/1/01


TABLE OF CONTENTS

                                                                                                            Section
ARTICLE I - PURPOSE, COMMITMENT AND INTENT

         Purpose................................................................................................1.1
         Share Commitment.......................................................................................1.2
         Intent.................................................................................................1.3
         Shareholder Approval...................................................................................1.4

ARTICLE II - DEFINITIONS

         Affiliate..............................................................................................2.1
         Beneficiary............................................................................................2.2
         Board of Directors.....................................................................................2.3
         Code...................................................................................................2.4
         Committee..............................................................................................2.5
         Company................................................................................................2.6
         Compensation...........................................................................................2.7
         Employee...............................................................................................2.8
         Employer...............................................................................................2.9
         Exercise Date.........................................................................................2.10
         Fair Market Value or FMV..............................................................................2.11
         Grant Date............................................................................................2.12
         Offering Period.......................................................................................2.13
         Option................................................................................................2.14
         Option Price..........................................................................................2.15
         Participant...........................................................................................2.16
         Plan..................................................................................................2.17
         Shares................................................................................................2.18
         Stock.................................................................................................2.19

ARTICLE III - ELIGIBILITY

         General Requirements...................................................................................3.1
         Limitations Upon Participation.........................................................................3.2

ARTICLE IV - PARTICIPATION

         Grant of Option........................................................................................4.1
         Payroll Deduction......................................................................................4.2
         Payroll Deductions Continuing..........................................................................4.3
         Right to Stop Payroll Deductions.......................................................................4.4
         Accounting for Funds...................................................................................4.5
         Employer's Use of Funds................................................................................4.6

i

ARTICLE V - IN SERVICE WITHDRAWAL, TERMINATION OF EMPLOYMENT, RETIREMENT OR DEATH

         In Service Withdrawal ..................................................................................5.1
         Termination of Employment...............................................................................5.2
         Retirement for Age or Disability........................................................................5.3
         Death...................................................................................................5.4

ARTICLE VI - EXERCISE OF OPTION

         Purchase of Stock.......................................................................................6.1
         Accounting for Stock....................................................................................6.2
         Issuance of Shares......................................................................................6.3
         Restriction on Shares...................................................................................6.4

ARTICLE VII - ADMINISTRATION

         Appointment, Term of Service & Removal..................................................................7.1
         Powers..................................................................................................7.2
         Quorum and Majority Action..............................................................................7.3
         Standard of Judicial Review of Committee Actions........................................................7.4

ARTICLE VIII - ADOPTION OF PLAN BY OTHER EMPLOYER

         Adoption Procedure......................................................................................8.1
         No Joint Venture Implied................................................................................8.2

ARTICLE IX - TERMINATION AND AMENDMENT OF THE PLAN

         Termination.............................................................................................9.1
         Amendment...............................................................................................9.2

ARTICLE X - MISCELLANEOUS

         Designation of Beneficiary.............................................................................10.1
         Plan Not An Employment Contract........................................................................10.2
         All Participants' Rights are Equal.....................................................................10.3
         Options Granted Are Not Transferable...................................................................10.4
         Voting of Stock........................................................................................10.5
         No Stockholder Rights..................................................................................10.6
         Governmental Regulations...............................................................................10.7
         Notices................................................................................................10.8
         Indemnification of Committee...........................................................................10.9
         Tax Withholding.................................................................................. ....10.10
         Gender and Number.....................................................................................10.11
         Severability..........................................................................................10.12
         Governing Law; Parties to Legal Actions...............................................................10.13

ii

ARTICLE I

PURPOSE, COMMITMENT AND INTENT

1.1 PURPOSE. The purpose of this Plan is to provide Employees of the Company and its Affiliates which adopt the Plan with an opportunity to purchase Stock of the Company through offerings of options at a discount and thus develop a stronger incentive to work for the continued success of the Company and the Affiliates. Therefore, this Plan is available to all Employees of every Employer upon their fulfilling the eligibility requirements of Section 3.1. Any Affiliate may adopt the Plan with the approval of the Committee by fulfilling the requirements of Section 8.1. This Plan is sponsored by the Company.

1.2 SHARE COMMITMENT. The aggregate number of Shares authorized to be sold pursuant to Options granted under this Plan is 500,000 Shares, subject to adjustment as provided in this Section. Any Shares relating to Options that are granted, but subsequently lapse, are canceled, or are otherwise not exercised by the final date for exercise, shall be available for future grants of Options.

In the event of any stock dividend, split-up, recapitalization, merger, consolidation, combination or exchange of Shares, or the like, as a result of which shares shall be issued in respect of the outstanding Shares, or the Shares shall be changed into the same or a different number of the same or another class of stock, the total number of Shares authorized to be committed to this Plan, the number of Shares subject to each outstanding Option and the Option Price applicable to each Option shall be appropriately adjusted by the Committee. Adjustments must be confirmed in writing by the auditors of the Company to be fair and reasonable.

1.3 INTENT. It is the intention of the Company to have the Plan qualify as an "employee stock purchase plan" under section 423 of the Code. Therefore, the provisions of the Plan are to be construed to govern participation in a manner consistent with the requirements of section 423 of the Code.

1.4 SHAREHOLDER APPROVAL. To be effective, this Plan must be approved by the stockholders of each of the Employers within 12 months before or after the Plan is approved by the board of directors of each Employer. The approval of stockholders must comply with all applicable provisions of the corporate charter, bylaws and applicable laws of the jurisdiction prescribing the method and degree of stockholder approval required for the issuance of corporate stock or options.


ARTICLE II

DEFINITIONS

The words and phrases defined in this Article shall have the meaning set out in these definitions throughout this Plan, unless the context in which any word or phrase appears reasonably requires a broader, narrower, or different meaning.

2.1 "AFFILIATE" means any parent corporation and any subsidiary corporation. The term "parent corporation" means any corporation (other than the Company) in an unbroken chain of corporations ending with the Company if, at the time of the action or transaction, each of the corporations other than the Company owns stock possessing 50% or more of the total combined voting power of all classes of stock in one of the other corporations in the chain. The term "subsidiary corporation" means any corporation (other than the Company) in an unbroken chain of corporations beginning with the Company if, at the time of the granting of the Option, each of the corporations other than the last corporation in the unbroken chain owns stock possessing 50% or more of the total combined voting power of all classes of stock in one of the other corporations in the chain.

2.2 "BENEFICIARY" means the person who is entitled to receive amounts under the Plan upon the death of a Participant.

2.3 "BOARD OF DIRECTORS" means the board of directors of the Company.

2.4 "CODE" means the Internal Revenue Code of 1986, as amended from time to time.

2.5 "COMMITTEE" means the committee, appointed by the Board of Directors of the Company to administer the Plan, which shall be comprised solely of members of the Board of Directors who qualify as non-employee directors as defined in Rule 16b-3(b)(3) of the Securities Exchange Act of 1934, as amended.

2.6 "COMPANY" means BindView Development Corporation, a Texas corporation.

2.7 "COMPENSATION" means the Employee's wages from the Company as defined in section 3401(a) of the Code for purposes of Federal income tax withholding at the source, reduced by all of the following items (even if includable in gross income): reimbursements or other expense allowances, income from the exercise of a nonqualified stock option, income resulting from a disqualifying disposition from an incentive stock option or from this Plan, fringe benefits (cash and non-cash), moving expenses, deferred compensation, and welfare benefits; and modified by including elective contributions under a cafeteria plan described in section 125 of the Code and elective contributions to any plan qualified under section 401(k) of the Code.

2.8 "EMPLOYEE" means any person who is a common law employee of the Company excluding only those whose customary employment with the Company is 20 hours or less per week.


2.9 "EMPLOYER" means the Company and each Affiliate which has adopted the Plan as provided in Section 8.1 of the Plan.

2.10 "EXERCISE DATE" means the last business day of the Offering Period, which is the day that all Options that eligible Employees have elected to exercise are to be exercised.

2.11 "FAIR MARKET VALUE" OR "FMV" of the Stock as of any date means the average of the high and low sale prices of the Stock on that date (or if there was no sale on a given date, the next preceding date on which there was a sale) on the principal securities exchange on which the Stock is listed.

2.12 "GRANT DATE" means the first business day of the Offering Period, which is the day the Committee grants all eligible Employees an Option under this Plan.

2.13 "OFFERING PERIOD" means the six month periods commencing on July 1 and January 1 of each year. The initial offering period shall end December 31, 1999, but may, at the discretion of the Committee, be for a period of less than six months.

The Offering Period commencing January 1, 2001, shall be for a seven-month period ending on July 31, 2001, and thereafter each Offering Period shall be for a six-month period commencing on August 1 and February 1 of each year

2.14 "OPTION" means an option granted under this Plan to purchase shares of Stock at the Option Price on the Exercise Date.

2.15 "OPTION PRICE" means the price to be paid for each Share upon exercise of an Option, which shall be the lesser of (a) 85% of the FMV of a Share on the Grant Date or (b) 85% of the FMV of a Share on the Exercise Date.

2.16 "PARTICIPANT" means a person who is eligible to be granted an Option under this Plan and who elects to have payroll deductions withheld under the Plan for the purpose of exercising that Option on the Exercise Date.

2.17 "PLAN" means the BindView Development Corporation 1999 Employee Stock Purchase Plan, as set out in this document and as it may be amended from time to time.

2.18 "SHARES" means shares of Stock.

2.19 "STOCK" means the Company's common stock, no par value.


ARTICLE III

ELIGIBILITY

3.1 GENERAL REQUIREMENTS. Each Employee is eligible to participate in the Plan for a given Offering Period if he is an Employee on the Grant Date, subject to the limitations imposed in Section 3.2.

3.2 LIMITATIONS UPON PARTICIPATION. Any provision of this Plan to the contrary notwithstanding, no Employee shall be granted an Option:

(a) if, immediately after the grant, the Employee would own, including all outstanding options which are still exercisable to purchase Stock, five percent or more of the total combined voting power or value of all classes of Stock of the Company or of any parent or subsidiary of the Company within the meaning of sections 423 and 424 of the Code;

(b) which permits the Employee to purchase Stock under all employee stock purchase plans, as defined in section 423 of the Code, of the Company and all Affiliates at a rate which exceeds $25,000 in Fair Market Value of the Stock (determined at the time the Option is granted) for each calendar year in which the option granted to the Employee is outstanding at any time as provided in sections 423 and 424 of the Code; or

(c) which permits the Employee rights to purchase Stock in excess of the number of Shares set by the Committee if it deems such a restriction to be appropriate.


ARTICLE IV

PARTICIPATION

4.1 GRANT AND EXERCISE OF OPTION. Effective as of the Grant Date the Committee shall grant an Option to each Participant that shall be exercisable only on the Exercise Date only through funds accumulated by the Employee through payroll deductions made during the Offering Period together with any funds remaining in the Participant's payroll deduction account at the beginning of the Offering Period. Except as may be determined otherwise by the Committee and announced to Employees prior to an Offering Period, the number of Shares included in an Option deemed to have been granted to an Employee on the Grant Date shall be determined by dividing $12,500 (reduced proportionately for an Offering Period of less than six months and increased proportionately for an Offering Period of more than six months) by the FMV of a Share of Stock on such date.

4.2 PAYROLL DEDUCTION. In order for an Employee to become eligible to receive an Option granted for a given Offering Period, the Employee must complete a payroll deduction form and file it with the Company no earlier than 30 nor later than 15 days prior to the beginning of the Offering Period. The payroll deduction form shall permit a Participant to elect to have withheld from his Compensation an amount no less than one percent, nor more than ten percent, of his Compensation (only in whole percentages) taken pro rata from the Compensation paid to him by the Company. Each payroll deduction shall begin on the first pay period ending after the beginning of an Offering Period and shall continue through the last pay period ending prior to the Exercise Date. No Participant shall be permitted to begin payroll deductions at any other time. A Participant may not make additional payments to his Plan account.

4.3 PAYROLL DEDUCTIONS CONTINUING. A Participant's election to have payroll deductions shall remain in effect for all ensuing Offering Periods until changed by the Participant by filing an appropriate amended payroll deduction form not earlier than 30 nor later than 15 days prior to the commencement of the Offering Period for which it is to be effective.

4.4 RIGHT TO STOP PAYROLL DEDUCTIONS. A Participant may discontinue payroll deductions and his participation in the Plan as provided in Section 5.1, but no other change can be made during an Offering Period and, specifically, a Participant may not alter the rate of his payroll deductions for that Offering Period.

4.5 ACCOUNTING FOR FUNDS. As of each payroll deduction period the Employer shall cause to be credited to the Participant's payroll deduction account in a ledger established for that purpose the funds withheld from and attributable to the Employee's compensation for that period. No interest shall be credited to the


Participant's payroll deduction account at any time. The obligation of the Employer to the Participant for this account shall be a general corporate obligation and shall not be funded through a trust nor secured by any assets which would cause the Participant to be other than a general creditor of the Employer.

4.6 EMPLOYER'S USE OF FUNDS. All payroll deductions received or held by an Employer may be used by the Employer for any corporate purposes and the Employer shall not be obligated to segregate such payroll deductions.


ARTICLE V

IN SERVICE WITHDRAWAL,
TERMINATION OF EMPLOYMENT,
RETIREMENT OR DEATH

5.1 IN SERVICE WITHDRAWAL. A Participant may, at any time on or before 15 days prior to the Exercise Date, or such other date as shall be determined by the Committee from time to time, elect to withdraw all funds then credited to his payroll deduction account by giving written notice to his Employer in accordance with the rules established by the Committee. All funds credited to the Participant's payroll deduction account shall be paid to him as soon as administratively feasible. The withdrawal election terminates the Participant's right to exercise his Option on the Exercise Date and his entitlement to elect any further payroll deductions for the then current Offering Period. Should the Participant wish to participate in any given future Offering Period, the Participant must file a new payroll deduction election within the time frame required for participation for that Offering Period.

5.2 TERMINATION OF EMPLOYMENT. If a Participant's employment is terminated for any reason other than retirement for age or disability prior to the Exercise Date, the Option granted to the Participant for that Option Period shall lapse. The Participant's payroll deduction account shall be returned to him as soon as administratively feasible.

5.3 RETIREMENT FOR AGE OR DISABILITY. If a Participant retires for age or disability under the then established rules of the Company, his Exercise Date shall be the last day of the month prior to his retirement for age or disability. At that time his Option shall be exercised in accordance with the terms of the Plan. Then any funds remaining in his payroll deduction account shall be returned to him as soon as administratively feasible.

5.4 DEATH. If a Participant dies before the Exercise Date, the Option granted to the Participant for that Offering Period shall lapse. The Participant's payroll deduction account shall be returned to him as soon as administratively feasible. If the Participant dies after the Exercise Date, but prior to the delivery of his certificate, the Stock shall be delivered to his Beneficiary (or to his estate if he has no Beneficiary). If there is no Beneficiary, the Stock shall be held in the Participant's account until the representative of the estate has been appointed and provides such evidence as may be required by the Committee before the certificate is delivered to the proper party together with a check in the amount of any remaining funds in the Participant's payroll deduction account.


ARTICLE VI

EXERCISE OF OPTION

6.1 PURCHASE OF STOCK. On the Exercise Date of each Offering Period each Participant's payroll deduction account shall be used to purchase the maximum number of whole shares of Stock that can be purchased at the Option Price for that Offering Period. Any funds remaining in a Participant's payroll deduction account after the exercise of his Option for an Offering Period shall remain in the Participant's account to be used in the ensuing Offering Period, together with new payroll deductions, if any, for that Offering Period to exercise the next succeeding Option which is to be exercised. If in any Offering Period the total number of shares of Stock to be purchased by all Participants exceed the number of shares of Stock committed to the Plan, then each Participant shall be entitled to purchase only his pro rata portion of the shares of Stock remaining available under the Plan based on the balances in each Participant's payroll deduction account as of the Exercise Date. No fractional shares of Stock may be purchased under this Plan. After the purchase of all shares of Stock available on Exercise Date, all Options granted for the Offering Period to the extent not used shall terminate.

6.2 ACCOUNTING FOR STOCK. After the Exercise Date of each Offering Period a report shall be given to each Participant stating the amount of his payroll deduction account, the number of shares of Stock purchased and the applicable Option Price.

6.3 ISSUANCE OF SHARES. As soon as administratively feasible after the end of the Offering Period the Committee shall advise the appropriate officer of the Company that the terms of the Plan have been complied with and that it is appropriate for the officer to cause to be issued the shares of Stock upon which Options have been exercised under the Plan. The Committee may determine in its discretion the manner of delivery of the shares of Stock purchased under the Plan, which may be by electronic account entry into new or existing accounts, delivery of certificates or any other means as the Committee, in its discretion, deems appropriate. The Committee may, in its discretion, hold the certificate for any shares of Stock or cause it to be legended in order to comply with the securities laws of the applicable jurisdiction.

6.4 RESTRICTION ON SHARES. A Participant shall be free to undertake a disposition (as that term is defined in Section 424(c) of the Code) of the shares in his account at any time, whether by sale, exchange, gift, or other transfer of legal title, but in the absence of such a disposition of the shares, the shares must remain in the Participant's account at the brokerage or other financial


services firm designated by the Committee until the holding period set forth in Section 423(a) of the Code has been satisfied. With respect to Shares for which such holding period has been satisfied, the Participant may direct that those Shares be moved to another account of Participant's choosing or request that a stock certificate be issued and delivered to him.

Notwithstanding anything to the contrary contained in this Plan, a Participant shall not transfer or otherwise dispose of Stock in violation of the Company's Insider Trading Policy.


ARTICLE VII

ADMINISTRATION

7.1 APPOINTMENT, TERM OF SERVICE & REMOVAL. The Board of Directors shall appoint a Committee to administer this Plan. The members shall serve until their resignation, death or removal. Any member may resign at any time by mailing a written resignation to the Board of Directors. Any member may be removed by the Board of Directors, with or without cause. Vacancies may be filled by the Board of Directors from time to time.

7.2 POWERS. The Committee has the exclusive responsibility for the general administration of the Plan, and has all powers necessary to accomplish that purpose, including but not limited to the following rights, powers, and authorities:

(a) to make rules for administering the Plan so long as they are not inconsistent with the terms of the Plan;

(b) to construe all provisions of the Plan;

(c) to correct any defect, supply any omission, or reconcile any inconsistency which may appear in the Plan;

(d) to select, employ, and compensate at any time any consultants, accountants, attorneys, and other agents the Committee believes necessary or advisable for the proper administration of the Plan;

(e) to determine all questions relating to eligibility, Fair Market Value, Option Price and all other matters relating to benefits or Participants' entitlement to benefits;

(f) to determine all controversies relating to the administration of the Plan, including but not limited to any differences of opinion arising between the Company and a Participant, and any questions it believes advisable for the proper administration of the Plan; and

(g) to delegate any clerical or recordation duties of the Committee as the Committee believes is advisable to properly administer the Plan.

7.3 QUORUM AND MAJORITY ACTION. A majority of the Committee constitutes a quorum for the transaction of business. The vote of


a majority of the members present at any meeting shall decide any question brought before that meeting. In addition, the Committee may decide any question by a vote, taken without a meeting, of a majority of its members via telephone, computer, fax or any other media of communication.

7.4 STANDARD OF JUDICIAL REVIEW OF COMMITTEE ACTIONS. The Committee has full and absolute discretion in the exercise of each and every aspect of its authority under the Plan. Notwithstanding anything to the contrary, any action taken, or ruling or decision made, by the Committee in the exercise of any of its powers and authorities under the Plan shall be final and conclusive as to all parties other than the Company, including without limitation all Participants and their Beneficiaries, regardless of whether the Committee or one or more of its members may have an actual or potential conflict of interest with respect to the subject matter of the action, ruling, or decision. No final action, ruling, or decision of the Committee shall be subject to de novo review in any judicial proceeding; and no final action, ruling, or decision of the Committee may be set aside unless it is held to have been arbitrary and capricious by a final judgment of a court having jurisdiction with respect to the issue.


ARTICLE VIII

ADOPTION OF PLAN BY OTHER EMPLOYERS

8.1 ADOPTION PROCEDURE. With the approval of the Committee, any Affiliate may adopt this Plan by:

(a) a certified resolution or consent of the board of directors of the adopting Affiliate or an executed adoption instrument (approved by the board of directors of the adopting Affiliate) agreeing to be bound as an Affiliate by all the terms, conditions and limitations of this Plan; and

(b) providing all information required by the Committee.

8.2 NO JOINT VENTURE IMPLIED. The document which evidences the adoption of the Plan by an Affiliate shall become a part of this Plan. However, neither the adoption of this Plan by an Affiliate nor any act performed by it in relation to this Plan shall create a joint venture or partnership relation between it and the Company or any other Affiliate.


ARTICLE IX

TERMINATION AND AMENDMENT OF THE PLAN

9.1 TERMINATION. The Company may, by action of the Board of Directors, terminate the Plan at any time and for any reason. The Plan shall automatically terminate upon the purchase by Participants of all shares of Stock committed to the Plan, unless the number of Shares committed to the Plan are increased by the Board of Directors and approved by the shareholders of the Company. Upon termination of the Plan, as soon as administratively feasible there shall be refunded to each Participant the remaining funds in his payroll deduction account, and there shall be forwarded to the Participants certificates for all shares of Stock held under the Plan for the account of Participants. The termination of this Plan shall not affect the current Options already outstanding under the Plan to the extent there are Shares committed, unless the Participants agree.

9.2 AMENDMENT. The Board of Directors reserves the right to modify, alter or amend the Plan at any time and from time to time to any extent that it deems advisable, including, without limiting the generality of the foregoing, any amendment deemed necessary to ensure compliance of the Plan with Section 423 of the Code. The Board of Directors may suspend operation of the Plan for any period as it may deem advisable. However, no amendment or suspension shall operate to reduce any amounts previously allocated to a Participant's payroll deduction account, to reduce a Participant's rights with respect to shares of Stock previously purchased and held on his behalf under the Plan nor to affect the current Option a Participant already has outstanding under the Plan without the Participant's agreement. Any amendment changing the aggregate number of Shares to be committed to the Plan or the class of employees eligible to receive Options under the Plan must have stockholder approval as set forth in Section 1.4.


ARTICLE X

MISCELLANEOUS

10.1 DESIGNATION OF BENEFICIARY.

(a) A Participant may file a written designation of a Beneficiary who is to receive any cash and Shares credited to the Participant's account under the Plan. If a Participant is married and the designated Beneficiary is not the Participant's spouse, written spousal consent shall be required for the designation to be effective.

(b) A Participant may change his designation of a Beneficiary at any time by written notice. If a Participant dies when he has not validly designated a Beneficiary under the Plan, the Company shall deliver such Shares and cash to the executor or administrator of the estate of the Participant, or if no such executor or administrator has been appointed (to the knowledge of the Company), the Company, in its discretion, may deliver such Shares and cash to the spouse or to any one or more dependents or relatives of the Participant, or if no spouse, dependent or relative is known to the Company, then to such other person as the Company may designate.

10.2 PLAN NOT AN EMPLOYMENT CONTRACT. The adoption and maintenance of this Plan is not a contract between the Company and its Employees which gives any Employee the right to be retained in its employment. Likewise, it is not intended to interfere with the rights of the Company to discharge any Employee at any time or to interfere with the Employee's right to terminate his employment at any time.

10.3 ALL PARTICIPANTS' RIGHTS ARE EQUAL. All Participants will have the same rights and privileges under this Plan as are required by section 423 of the Code and section 1.423-2(f) of the regulations promulgated under that section of the Code.

10.4 OPTIONS GRANTED ARE NOT TRANSFERABLE. No Option granted a Participant under this Plan is transferable by the Participant otherwise than by will or the laws of descent and distribution, and must be exercisable, during his lifetime, only by him. In the event any Participant attempts to violate the terms of this Section, any Option held by the Participant shall be terminated by the Company and upon return to the Participant of the remaining funds in his


payroll deduction account, all of his rights under the Plan will terminate.

10.5 VOTING OF STOCK. Shares of Stock held under the Plan for the account of each Participant shall be voted by the holder of record of those shares in accordance with the Participant's instructions.

10.6 NO STOCKHOLDER RIGHTS. No eligible Employee or Participant shall by reason of participation in the Plan have any rights of a stockholder of the Company until he acquires shares of Stock as provided in this Plan.

10.7 GOVERNMENTAL REGULATIONS. The obligation to sell or deliver the shares of Stock under this Plan is subject to the approval of all governmental authorities required in connection with the authorization, purchase, issuance or sale of that Stock.

10.8 NOTICES. All notices and other communication in connection with the Plan shall be in the form specified by the Committee and shall be deemed to have been duly given when sent to the Participant at his last known address or to his designated personal representative or beneficiary, or to the Company or its designated representative, as the case may be.

10.9 INDEMNIFICATION OF COMMITTEE. In addition to all other rights of indemnification as they may have as directors or as members of the Committee, the members of the Committee shall be indemnified by the Company against the reasonable expenses, including attorneys' fees, actually and necessarily incurred in connection with the defense of any action, suit or proceeding, or in connection with any appeal, to which they or any of them may be a party by reason of any action taken or failure to act under or in connection with the Plan or any Option granted under the Plan, and against all amounts paid in settlement (provided the settlement is approved by independent legal counsel selected by the Company) or paid by them in satisfaction of a judgment in any action, suit or proceeding, except in relation to matters as to which it is adjudged in the action, suit or proceeding, that the Committee member is liable for gross negligence or willful misconduct in the performance of his duties.

10.10 TAX WITHHOLDING. At the time a Participant's Option is exercised or at the time a Participant disposes of some or all of the Stock purchased under the Plan, the Participant must make adequate provision for the Employer's federal, state or other tax withholding obligations, if any, which arise upon the exercise of the Option or the disposition of the Stock. At any time, the Employer may, but shall not be obligated to, withhold from the


Participant's compensation the amount necessary for the Employer to meet applicable withholding obligations.

10.11 GENDER AND NUMBER. If the context requires it, words of one gender when used in this Plan shall include the other genders, and words used in the singular or plural shall include the other.

10.12 SEVERABILITY. Each provision of this Plan may be severed. If any provision is determined to be invalid or unenforceable, that determination shall not affect the validity or enforceability of any other provision.

10.13 GOVERNING LAW; PARTIES TO LEGAL ACTIONS. The provisions of this Plan shall be construed, administered, and governed under the laws of the State of Texas and, to the extent applicable, by the securities, tax, employment and other laws of the United States which are applicable to an employee stock purchase plan.


EXHIBIT 10.42

SECOND AMENDMENT TO
BINDVIEW DEVELOPMENT CORPORATION
1999 EMPLOYEE STOCK PURCHASE PLAN

Pursuant to authority reserved to the Board of Directors of BindView Development Corporation (the "Company") in Article IX of the BindView Development Corporation 1999 Employee Stock Purchase Plan, as amended (the "Plan"), and subject to approval of the Company's shareholders, the Board of Directors of the Company hereby amends the Plan as follows effective January 1, 2003:

The first sentence of Section 1.2 of the Plan is amended and restated to read in its entirety as follows:

1.2 Share Commitment. The aggregate number of Shares authorized to be sold pursuant to Options granted under this Plan is 2,000,000 Shares (taking into account the 2 for 1 stock split in February 2000), subject to adjustment as provided in this Section.

Approved as of the 27th day of January, 2003.


EXHIBIT 10.43

BINDVIEW DEVELOPMENT CORPORATION

2000 INDIAN STOCK OPTION PLAN

(AS AMENDED THROUGH MARCH 30, 2001)

1. PURPOSES OF THE PLAN. The purposes of this 2000 Indian Stock Option Plan are to attract and retain the best available personnel for positions of substantial responsibility, to provide additional incentive to Service Providers and to promote the success of the Company's business.

2. DEFINITIONS. As used herein, the following definitions shall apply:

(a) "ADMINISTRATOR" means the Board or any of its Committees as shall be administering the Plan, in accordance with Section 4 hereof.

(b) "AFFILIATE" means any parent corporation and any subsidiary corporation. The term "parent corporation" means any corporation (other than the Company) in an unbroken chain of corporations ending with the Company if, at the time of the action or transaction, each of the corporations other than the Company owns stock possessing 50% or more of the total combined voting power of all classes of stock in one of the other corporations in the chain. The term "subsidiary corporation" means any corporation (other than the Company) in an unbroken chain of corporations beginning with the Company if, at the time of the action or transaction, each of the corporations other than the last corporation in the unbroken chain owns stock possessing 50% or more of the total combined voting power of all classes of stock in one of the other corporations in the chain.

(c) "APPLICABLE LAWS" means the requirements relating to the administration of stock option plans under U.S. state corporate laws, U.S. federal and state securities laws, the Code, any stock exchange or quotation system on which the Common Stock is listed or quoted and the laws of any foreign country or jurisdiction that are applicable to Options that are granted under the Plan, including but not limited to, the laws, rules and regulations governing corporations, securities, currency exchange and investments in such country or jurisdiction.

(d) "BOARD" means the Board of Directors of the Company.

(e) "CODE" means the United States Internal Revenue Code of 1986, as amended.

(f) "COMMITTEE" means a committee of Directors appointed by the Board in accordance with Section 4 hereof.

(g) "COMMON STOCK" means the Common Stock of the Company.

(h) "COMPANY" means BindView Development Corporation, a Texas corporation.


(i) "CONSULTANT" means any person who is engaged by the Company or any Parent or Subsidiary to render consulting or advisory services to such entity.

(j) "DIRECTOR" means a member of the Board of Directors of the Company or any Parent or Subsidiary.

(k) "EMPLOYEE" means any person, including Officers and Directors, employed by the Company or any Parent or Subsidiary. A Service Provider shall not cease to be an Employee in the case of (i) any leave of absence approved by the Company or (ii) transfers between locations of the Company or between the Company, its Parent, any Subsidiary, or any successor. Neither service as a Director nor payment of a director's fee by the Company or any Parent or Subsidiary shall be sufficient to constitute "employment" by the Company or any Parent or Subsidiary.

(l) "FAIR MARKET VALUE" of the Common Stock as of any date means (a) the closing sale price of the Common Stock on that date on the principal securities exchange on which the Common Stock is listed; or (b) if the Common Stock is not listed on a securities exchange, the closing sale price of the Common Stock on that date as reported on the NASDAQ National Market System; or (c) if the Common Stock is not listed on the NASDAQ National Market System, the closing bid quotation for the Common Stock on that date as reported by the National Quotation Bureau Incorporated; or (d) if none of the foregoing is applicable, an amount at the election of the Committee equal to (x), the average between the closing bid and ask prices per share of Common Stock on the last preceding date on which those prices were reported or (y) that amount as determined by the Committee.

(m) "MATURE SHARES" means Shares of Common Stock that have been legally and beneficially owned by the Optionee for at least six months.

(n) "OPTION" means a stock option covering Common Stock granted pursuant to the Plan.

(o) "OPTION AGREEMENT" means a written agreement between the Company and an Optionee evidencing the terms and conditions of an individual Option grant. The Option Agreement is subject to the terms and conditions of the Plan.

(p) "OPTION EXCHANGE PROGRAM" means a program whereby outstanding Options are exchanged for Options with a lower exercise price.

(q) "OPTIONED STOCK" means the Common Stock subject to an Option.

(r) "OPTIONEE" means the holder of an outstanding Option granted under the Plan.

(s) "PARENT" means a parent corporation, whether now or hereafter existing, of the Company.

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(t) "PLAN" means this 2000 Indian Stock Option Plan.

(u) "SERVICE PROVIDER" means an Employee, Director or Consultant.

(v) "SHARE" means a share of Common Stock, as adjusted in accordance with Section 11 below.

(w) "SUBSIDIARY" means a subsidiary corporation, whether now or hereafter existing, of the Company.

3. STOCK SUBJECT TO THE PLAN. Subject to adjustment under the provisions of Section 11 of the Plan, the maximum aggregate number of Shares which may be subject to option and sold under the Plan is 500,000. The Shares may be authorized, but unissued, or reacquired Common Stock. The number of shares stated in this Section 3 shall be subject to adjustment in accordance with the provisions of Section 11.

If an Option expires or becomes unexercisable without having been exercised in full, or is surrendered pursuant to an Option Exchange Program, the unpurchased Shares which were subject thereto shall become available for future grant or sale under the Plan (unless the Plan has terminated); PROVIDED, however, that Shares that have actually been issued under the Plan shall not be returned to the Plan and shall not become available for future distribution under the Plan. If Common Stock is used by the Service Provider pursuant to Section 8(b) to pay the exercise price of an Option, only the net number of Shares of Common Stock issued by the Company shall be shall be considered utilized under the Plan. If Shares of Common Stock are withheld by the Company to pay tax withholding due from the Employee, the number of such Shares withheld shall not be considered utilized under the Plan.

4. ADMINISTRATION OF THE PLAN.

(a) PROCEDURE. The Plan shall be administered by the Board or a Committee appointed by the Board, which Committee shall be constituted to comply with Applicable Laws.

(b) POWERS OF THE ADMINISTRATOR. Subject to the provisions of the Plan and, in the case of a Committee, the specific duties delegated by the Board to such Committee, and subject to the approval of any relevant authorities, the Administrator shall have the authority, in its discretion, to:

(i) determine the Fair Market Value;

(ii) select the Service Providers to whom Options may from time to time be granted hereunder;

(iii) determine the number of Shares to be covered by each such award granted hereunder;

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(iv) approve forms of agreement for use under the Plan;

(v) determine the terms and conditions of any Option granted hereunder;

(vi) determine whether and under what circumstances an Option may be settled in cash under subsection 9(e) instead of Common Stock;

(vii) reduce the exercise price of any Option to the then current Fair Market Value, if the Fair Market Value has declined since the date the Option was granted;

(viii) institute an Option Exchange Program;

(ix) prescribe, amend and rescind rules and regulations relating to the Plan, including rules and regulations relating to sub-plans established for the purpose of qualifying for preferred tax treatment under foreign tax laws; and

(x) construe and interpret the terms of the Plan and awards granted pursuant to the Plan.

(c) EFFECT OF ADMINISTRATOR'S DECISION. The actions of the Administrator in exercising all the rights, powers, and authorities set out in this Section and all other Sections of the Plan, when performed in good faith and in its sole judgment, shall be final, conclusive and binding on all parties.

5. ELIGIBILITY.

(a) Options may be granted to Service Providers.

(b) The Plan shall not confer upon any Optionee any right with respect to continuing the Optionee's relationship as a Service Provider with the Company or any Parent or Subsidiary, nor shall it interfere in any way with his or her right or the Company's right to terminate such relationship at any time, with or without cause.

6. TERM OF PLAN. The Plan shall become effective upon its adoption by the Board. It shall continue in effect for a term of ten (10) years unless sooner terminated under Section 13 of the Plan.

7. TERM OF OPTION. The term of each Option shall be stated in the Option Agreement.

8. OPTION EXERCISE PRICE AND CONSIDERATION.

(a) The per share exercise price for the Shares to be issued pursuant to exercise of an Option shall be such price as is determined by the Administrator at the time the Option is granted.

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(b) The consideration for the Shares to be issued upon exercise of an Option shall be (i) cash, certified check, bank draft, or postal or express money order payable to the order of the Company for an amount equal to the Option price of the Shares, (ii) Mature Shares at their Fair Market Value on the date of exercise, (iii) payment to the Company, through a broker-assisted exercise that is approved by the Committee, for an amount equal to the option price of the shares and the Company's minimum tax withholding obligation, if any, (iv) any combination of (i), (ii), or (iii) and/or (v) any other form of payment which is acceptable to the Committee; provided, however, that the consideration for the Shares to be issued upon exercise of any Option granted hereunder shall be permitted under this Section 8(b) only to the extent permitted under Applicable Laws, including without limitation foreign exchange regulations.

If Mature Shares are used in payment, the aggregate Fair Market Value of the Mature Shares tendered must be equal to or less than the aggregate exercise price of the Shares being purchased upon exercise of the Option, and any difference must be paid by cash, certified check, bank draft, or postal or express money order payable to the order of the Company. Delivery of the Shares shall be deemed effected for all purposes when a stock transfer agent of the Company shall have deposited the certificates in the United States mail, addressed to the Optionee, at the address specified by the Optionee.

Whenever an Option is exercised by exchanging Mature Shares owned by the Optionee, the Optionee shall deliver to the Company certificates registered in the name of the Optionee representing a number of Mature Shares legally and beneficially owned by the Optionee, free of all liens, claims, and encumbrances of every kind, accompanied by stock powers duly endorsed in blank by the record holder of the Mature Shares represented by the certificates (with signature guaranteed by a commercial bank or trust company or by a brokerage firm having a membership on a registered national stock exchange). The delivery of certificates upon the exercise of Options is subject to the condition that the person exercising the Option provide the Company with the information the Company might reasonably request pertaining to exercise, sale or other disposition. The Board may provide that a legend or restriction be printed on the certificate as the Board determines is necessary, in its discretion, to comply with Applicable Laws.

Notwithstanding the foregoing, an Optionee may elect, subject to the approval of the Committee, to satisfy any required income tax withholding obligation, in whole or in part, by having the Company withhold whole Shares of Common Stock, which otherwise would be issued on exercise, having a Fair Market Value not in excess of the amount of the Company's minimum tax withholding obligation.

Notwithstanding any other provision of the Plan, the Committee shall have the authority to cause an Optionee to utilize a different method of exercise if the method selected by the Optionee could result in adverse accounting treatment for the Company.

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9. EXERCISE OF OPTION.

(a) PROCEDURE FOR EXERCISE; RIGHTS AS A SHAREHOLDER. Any Option granted hereunder shall be exercisable according to the terms of the Plan and at such times and under such conditions as determined by the Administrator and set forth in the Option Agreement. An Option may not be exercised for a fraction of a Share.

An Option shall be deemed exercised when the Company receives written notice of exercise (in accordance with the Option Agreement) from the person entitled to exercise the Option. Shares issued upon exercise of an Option shall be issued in the name of the Optionee or, if requested by the Optionee, in the name of the Optionee and his or her spouse. Until the Shares are issued (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company), no right to vote or receive dividends or any other rights as a shareholder shall exist with respect to the Shares, notwithstanding the exercise of the Option. The Company shall issue (or cause to be issued) such Shares promptly after the Option is exercised. No adjustment will be made for a dividend or other right for which the record date is prior to the date the Shares are issued, except as provided in Section 11 of the Plan.

. Exercise of an Option in any manner shall result in a decrease in the number of Shares thereafter available, both for purposes of the Plan and for sale under the Option, by the number of Shares as to which the Option is exercised.

(b) TERMINATION OF RELATIONSHIP AS A SERVICE PROVIDER. If an Optionee ceases to be a Service Provider, other than upon the Optionee's death or disability, the Optionee may exercise his or her Option within such period of time (of at least thirty (30) days) as is specified in the Option Agreement to the extent that the Option is vested on the date of termination (but in no event later than the expiration of the term of such Option as set forth in the Option Agreement). In the absence of a specified time in the Option Agreement, the Option shall remain exercisable for three (3) months following the Optionee's termination. If, on the date of termination, the Optionee is not vested as to his or her entire Option, the Shares covered by the unvested portion of the Option shall revert to the Plan. If, after termination, the Optionee does not exercise his or her Option within the time specified by the Administrator, the Option shall terminate, and the Shares covered by such Option shall revert to the Plan.

(c) DISABILITY OF OPTIONEE. If an Optionee ceases to be a Service Provider as a result of the Optionee's disability, the Optionee may exercise his or her Option within such period of time as is specified in the Option Agreement (of at least six (6) months) to the extent the Option is vested on the date of disability, but in no event later than the expiration date of the term of such Option as set forth in the Option Agreement. In the absence of a specified time in the Option Agreement, the Option shall remain exercisable for twelve (12) months following the Optionee's disability. If, on the date of disability, the Optionee is not vested as to the entire Option, the Shares covered by the unvested portion of the Option shall revert to the Plan. If, after termination, the Option is not exercised within the time specified herein, the Option shall terminate, and the Shares covered by such Option shall revert to the Plan.

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(d) DEATH OF OPTIONEE. If an Optionee dies while a Service Provider, the Option may be exercised within such period of time as is specified in the Option Agreement (of at least six (6) months) to the extent that the Option is vested on the date of death (but in no event later than the expiration of the term of such Option as set forth in the Option Agreement) by the Optionee's estate or by a person who acquires the right to exercise the Option by bequest or inheritance. In the absence of a specified time in the Option Agreement, the Option shall remain exercisable for twelve (12) months following the Optionee's death. If, at the time of death, the Optionee is not vested as to the entire Option, the Shares covered by the unvested portion of the Option shall revert to the Plan. If the Option is not so exercised within the time specified herein, the Option shall terminate, and the Shares covered by such Option shall revert to the Plan.

(e) BUYOUT PROVISIONS. The Administrator may at any time offer to buy out for a payment in cash or Shares, an Option previously granted, based on such terms and conditions as the Administrator shall establish and communicate to the Optionee at the time that such offer is made.

10. NON-TRANSFERABILITY OF OPTIONS. Options may not be sold, pledged, assigned, hypothecated, transferred, or disposed of in any manner other than by will or by the laws of descent or distribution and may be exercised, during the lifetime of the Optionee, only by the Optionee. Any attempt to transfer an Option other than under the terms of the Plan and the Optionee's Option Agreement shall terminate the Option and all rights of the Optionee to the Optioned Stock.

11. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION OR MERGER. The existence of outstanding Options shall not affect in any way the right or power of the Company or its stockholders to make or authorize any or all adjustments, recapitalizations, reorganizations or other changes in the Company's capital structure or its business, or any merger or consolidation of the Company, or any issue of bonds, debentures, preferred or prior preference stock ahead of or affecting the Common Stock or its rights, or the dissolution or liquidation of the Company, or any sale or transfer of all or any part of its assets or business, or any other corporate act or proceeding, whether of a similar character or otherwise.

If the Company shall effect a subdivision or consolidation of Shares or other capital readjustment, the payment of a stock dividend, or other increase or reduction of the number of Shares of the Common Stock outstanding, without receiving compensation for it in money, services or property, then (a) the number, class, and per share price of Shares of Common Stock subject to outstanding Options under the Plan shall be appropriately adjusted in such a manner as to entitle an Employee to receive upon exercise of an Option, for the same aggregate cash consideration, the equivalent total number and class of shares he would have received had he exercised his Option in full immediately prior to the event requiring the adjustment; and (b) the number and class of Shares of Common Stock then reserved to be issued under the Plan shall be adjusted by substituting for the total number and class of Shares of Common Stock then reserved, that number and class of Shares of Common Stock that would have been received by the owner of an equal number of outstanding shares of each class of Common Stock as the result of the event requiring the adjustment.

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If while unexercised Options remain outstanding under the Plan
(i) the Company shall not be the surviving entity in any merger, consolidation or other reorganization (or survives only as a subsidiary of an entity other than an entity that was wholly-owned by the Company immediately prior to such merger, consolidation or other reorganization), (ii) the Company sells, leases or exchanges or agrees to sell, lease or exchange all or substantially all of its assets to any other person or entity (other than an entity wholly-owned by the Company), (iii) the Company is to be dissolved, or (iv) the Company is a party to any other corporate transaction (as defined under section 424(a) of the Code and applicable Treasury Regulations) that is not described in clauses (i),
(ii) or (iii) of this sentence (each such event is referred to herein as a "Corporate Change"), then (x) except as otherwise provided in an Option Agreement or as a result of the Board's effectuation of one or more of the alternatives described below, there shall be no acceleration of the time at which any Option then outstanding may be exercised, and (y) no later than ten
(10) days after the approval by the stockholders of the Company of such Corporate Change, the Board, acting in its sole and absolute discretion without the consent or approval of any Optionee, shall act to effect one or more of the following alternatives, which may vary among individual Optionees and which may vary among Options held by any individual Optionee:

(1) accelerate the time at which some or all of the Options then outstanding may be exercised so that such Options may be exercised in full for a limited period of time on or before a specified date (before or after such Corporate Change) fixed by the Board, after which specified date all such Options that remain unexercised and all rights of Optionees thereunder shall terminate,

(2) require the mandatory surrender to the Company by all or selected Optionees of some or all of the then outstanding Options held by such Optionees (irrespective of whether such Options are then exercisable under the provisions of the Plan or the Option Agreements evidencing such Options) as of a date, before or after such Corporate Change, specified by the Board, in which event the Board shall thereupon cancel such Options and the Company shall pay to each such Optionee an amount of cash per share equal to the excess, if any, of the per share price offered to stockholders of the Company in connection with such Corporate Change over the exercise price(s) under such Options for such Shares,

(3) with respect to all or selected Optionees, have some or all of their then outstanding Options (whether vested or unvested) assumed or have a new Option substituted for some or all of their then outstanding Options (whether vested or unvested) by an entity which is a party to the transaction resulting in such Corporate Change and which is then employing him, or a parent or subsidiary of such entity, provided that (A) such assumption or substitution is on a basis where the excess of the aggregate Fair Market Value of the Shares subject to the Option immediately after the assumption or substitution over the aggregate exercise price of such Shares is equal to the excess of the aggregate Fair Market Value of all Shares subject to the Option immediately before such assumption or substitution over the aggregate exercise price of such Shares, and (B) the assumed rights under such existing Option or the substituted rights under such new

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Option as the case may be will have the same terms and conditions as the rights under the existing Option assumed or substituted for, as the case may be,

(4) provide that the number and class of Shares of Common Stock covered by an Option (whether vested or unvested) theretofore granted shall be adjusted so that such Option when exercised shall thereafter cover the number and class of shares of stock or other securities or property (including, without limitation, cash) to which the Optionee would have been entitled pursuant to the terms of the agreement and/or plan relating to such Corporate Change if, immediately prior to such Corporate Change, the Optionee had been the holder of record of the number of Shares of Common Stock then covered by such Option, or

(5) make such adjustments to Options then outstanding as the Board deems appropriate to reflect such Corporate Change (provided, however, that the Board may determine in its sole and absolute discretion that no such adjustment is necessary).

In effecting one or more of alternatives (3), (4) or (5) above, and except as otherwise may be provided in an Option Agreement, the Board, in its sole and absolute discretion and without the consent or approval of any Optionee, may accelerate the time at which some or all Options then outstanding may be exercised.

In the event of changes in the outstanding Common Stock by reason of recapitalizations, reorganizations, mergers, consolidations, combinations, exchanges or other relevant changes in capitalization occurring after the date of the grant of any Option and not otherwise provided for by this
Section 11, any outstanding Options and any agreements evidencing such Options shall be subject to adjustment by the Board in its sole and absolute discretion as to the number and price of shares of stock or other consideration subject to such Options. In the event of any such change in the outstanding Common Stock, the aggregate number of Shares available under the Plan may be appropriately adjusted by the Board, whose determination shall be conclusive.

The issue by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, for cash or property, or for labor or services either upon direct sale or upon the exercise of rights or warrants to subscribe for them, or upon conversion of shares or obligations of the Company convertible into shares or other securities, shall not affect, and no adjustment by reason of such issuance shall be made with respect to, the number, class, or price of Shares of Common Stock then subject to outstanding Options.

12. SUBSTITUTION OPTIONS. Options may be granted under this Plan from time to time in substitution for stock options held by employees of other corporations who are about to become employees of or affiliated with the Company or any Affiliate as the result of a merger or consolidation of the employing corporation with the Company or any Affiliate, or the acquisition by the Company or any Affiliate of the assets of the employing corporation, or the acquisition by the Company or any Affiliate of stock of the employing corporation as the result of which it becomes an Affiliate of the Company.

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The terms and conditions of the substitute Options granted may vary from the terms and conditions set out in this Plan to the extent the Board, at the time of grant, may deem appropriate to conform, in whole or in part, to the provisions of the stock options in substitution for which they are granted.

13. DATE OF GRANT. The date of grant of an Option shall, for all purposes, be the date on which the Administrator makes the determination granting such Option, or such other date as is determined by the Board. Notice of the determination shall be given to each Service Provider to whom an Option is so granted within a reasonable time after the date of such grant.

14. AMENDMENT AND TERMINATION OF THE PLAN.

(a) AMENDMENT AND TERMINATION. The Board may at any time amend, alter, suspend or terminate the Plan.

(b) SHAREHOLDER APPROVAL. The Board shall obtain shareholder approval of any Plan amendment to the extent necessary and desirable to comply with Applicable Laws.

(c) EFFECT OF AMENDMENT OR TERMINATION. No amendment, alteration, suspension or termination of the Plan shall impair the rights of any Optionee, unless mutually agreed otherwise between the Optionee and the Administrator, which agreement must be in writing and signed by the Optionee and the Company. Termination of the Plan shall not affect the Administrator's ability to exercise the powers granted to it hereunder with respect to Options granted under the Plan prior to the date of such termination.

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15. CONDITIONS UPON ISSUANCE OF SHARES.

(a) LEGAL COMPLIANCE. Shares shall not be issued pursuant to the exercise of an Option unless the exercise of such Option and the issuance and delivery of such Shares shall comply with Applicable Laws and shall be further subject to the approval of counsel for the Company with respect to such compliance. Specifically, in connection with Applicable Laws relating to the registration of securities, upon exercise of any Option, the Company shall not be required to issue any Common Stock unless the Committee has received evidence satisfactory to it to the effect that the holder of that Option will not transfer the Common Stock, except in accordance with Applicable laws, including receipt of an opinion of counsel satisfactory to the Company to the effect that any proposed transfer complies with Applicable Law. The determination by the Administrator on this matter shall be final, binding and conclusive. The Company may, but shall in no event be obligated to, register any Common Stock covered by this Plan pursuant to applicable securities laws of any country or any political subdivision. In the event the Common Stock issuable on exercise of an Option is not registered, the Company may imprint on the certificate evidencing the Common Stock any legend that counsel for the Company considers necessary or advisable to comply with applicable law. The Company shall not be obligated to take any other affirmative action in order to cause the exercise of an Option, or the issuance of Shares under it to comply with Applicable Law.

(b) ELECTION UNDER SECTION 83(b) OF THE CODE. No Service Provider shall exercise the election permitted under section 83(b) of the Code with respect to any Option under the Plan without written approval of the Committee. Any Service Provider doing so shall forfeit all Options issued to him under the Plan.

16. INABILITY TO OBTAIN AUTHORITY. The inability of the Company to obtain authority from any regulatory body having jurisdiction, which authority is deemed by the Company's counsel to be necessary to the lawful issuance and sale of any Shares hereunder, shall relieve the Company of any liability in respect of the failure to issue or sell such Shares as to which such requisite authority shall not have been obtained.

17. RESERVATION OF SHARES. The Company, during the term of the Plan, shall at all times reserve and keep available such number of Shares as shall be sufficient to satisfy the requirements of the Plan.

18. MISCELLANEOUS.

(a) NO ESTABLISHMENT OF A TRUST FUND. No property shall be set aside nor shall a trust fund of any kind be established to secure the rights of any Optionee under the Plan. All Optionees shall at all times rely solely upon the general credit of the Company for the payment of any benefit which becomes payable under the Plan.

(b) NO EMPLOYMENT OBLIGATION. The granting of any Option shall not constitute an employment contract, express or implied, nor impose upon the Company or any Affiliate any obligation to employ or continue to employ any Optionee. The right of the Company or any Affiliate to terminate

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the employment of any person shall not be diminished or affected by reason of the fact that an Option has been granted to him.

(c) FORFEITURE. Notwithstanding any other provisions of the Plan, if the Board finds by a majority vote after full consideration of the facts that the Optionee, before or after termination of his employment with the Company or an Affiliate for any reason (a) committed or engaged in fraud, embezzlement, theft, commission of a felony, or proven dishonesty in the course of his employment by the Company or an Affiliate, which conduct damaged the Company or Affiliate, or disclosed trade secrets of the Company or an Affiliate, or (b) participated, engaged in or had a material, financial or other interest, whether as an Optionee, officer, director, consultant, contractor, stockholder, owner, or otherwise, in any commercial endeavor which is competitive with the business of the Company or an Affiliate without the written consent of the Company or Affiliate, the Optionee shall forfeit all outstanding Options, including all exercised Options and other situations pursuant to which the Company has not yet delivered a stock certificate. Clause (b) shall not be deemed to have been violated solely by reason of the Optionee's ownership of stock or securities of any publicly owned corporation, if that ownership does not result in effective control of the corporation.

The decision of the Board as to the cause of the Optionee's discharge, the damage done to the Company or an Affiliate, and the extent of the Optionee's competitive activity shall be final. No decision of the Board, however, shall affect the finality of the discharge of the Optionee by the Company or an Affiliate in any manner.

(d) WRITTEN AGREEMENT. Each Option shall be embodied in a written Option Agreement which shall be subject to the terms and conditions of the Plan and shall be signed by the Optionee and by a member of the Board on behalf of the Board and the Company or an executive officer of the Company other than the Optionee on behalf of the Company. The Option Agreement may contain any other provisions that the Board in its discretion shall deem advisable which are not inconsistent with the terms of the Plan. The Plan and all shares of stock or stock equivalents granted pursuant hereto shall be subject to the terms of any shareholders agreement entered into by the Company concurrent, or prior to, the grant of any Option hereunder.

(e) INDEMNIFICATION OF THE COMMITTEE AND THE BOARD. With respect to administration of the Plan, the Company shall indemnify each present and future member of the Committee and the Board against, and each member of the Committee and the Board shall be entitled without further act on his part to indemnity from the Company for, all expenses (including attorney's fees, the amount of judgments and the amount of approved settlements made with a view to the curtailment of costs of litigation, other than amounts paid to the Company itself) reasonably incurred by him in connection with or arising out of any action, suit, or proceeding in which he may be involved by reason of his being or having been a member of the Committee and/or the Board, whether or not he continues to be a member of the Committee and/or the Board at the time of incurring the expenses -- including, without limitation, matters as to which he shall be finally adjudged in any action, suit or proceeding to have been found to have been negligent in the performance of his duty as a member of the Committee and/or the Board. However, this indemnity shall not include any expenses incurred by any member of the Committee or

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Board in respect of matters as to which he shall be finally adjudged in any action, suit or proceeding to have been guilty of gross negligence or willful misconduct in the performance of his duty as a member of the Committee or the Board. In addition, no right of indemnification under the Plan shall be available to or enforceable by any member of the Committee or the Board unless, within 60 days after institution of any action, suit or proceeding, he shall have offered the Company, in writing, the opportunity to handle and defend same at its own expense. This right of indemnification shall inure to the benefit of the heirs, executors or administrators of each member of the Committee or the Board and shall be in addition to all other rights to which a member of the Committee or the Board may be entitled as a matter of law, contract, or otherwise.

(f) GENDER. If the context requires, words of one gender when used in the Plan shall include the others and words used in the singular or plural shall include the other.

(g) HEADINGS. Headings are included for convenience of reference only and do not constitute part of the Plan and shall not be used in construing the terms of the Plan.

(h) OTHER COMPENSATION PLANS. The adoption of the Plan shall not affect any other stock option, incentive or other compensation or benefit plans in effect for the Company or any Affiliate, nor shall the Plan preclude the Company from establishing any other forms of incentive or other compensation for Optionees of the Company or any Affiliate.

(i) OTHER OPTIONS. The grant of an Option shall not confer upon the Optionee the right to receive any future or other Options under the Plan, whether or not Options may be granted to similarly situated Optionees, or the right to receive future Options upon the same terms or conditions as previously granted.

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EXHIBIT 10.44

BINDVIEW DEVELOPMENT CORPORATION

2000 EMPLOYEE INCENTIVE PLAN

(AS AMENDED THROUGH MARCH 30, 2001)


BINDVIEW DEVELOPMENT CORPORATION
2000 EMPLOYEE INCENTIVE PLAN

TABLE OF CONTENTS

                                                                                                           Section
                                                                                                           -------
ARTICLE I - PLAN

         Purpose................................................................................................1.1
         Effective Date of Plan.................................................................................1.2

ARTICLE II - DEFINITIONS

         Affiliate..............................................................................................2.1
         Board of Directors or Board............................................................................2.2
         Change of Control......................................................................................2.3
         Code...................................................................................................2.4
         Commission.............................................................................................2.5
         Committee..............................................................................................2.6
         Company  2.7
         Employee...............................................................................................2.8
         Exchange Act...........................................................................................2.9
         Fair Market Value.....................................................................................2.10
         Mature Shares ........................................................................................2.11
         Option   2.12
         Option Agreement......................................................................................2.13
         Plan..................................................................................................2.14
         Plan Year.............................................................................................2.15
         Restricted Stock......................................................................................2.16
         Restricted Stock Agreement............................................................................2.17
         Restricted Stock Purchase Price.......................................................................2.18
         Stock.................................................................................................2.19
         Stock Award...........................................................................................2.20
         Voting Stock..........................................................................................2.21

ARTICLE III - ELIGIBILITY

ARTICLE IV - GENERAL PROVISIONS RELATING TO OPTIONS AND STOCK AWARDS

         Authority to Grant Options and Stock Awards............................................................4.1
         Dedicated Shares.......................................................................................4.2
         Non-Transferability....................................................................................4.3
         Requirements of Law....................................................................................4.4
         Changes in the Company's Capital Structure.............................................................4.5
         Election Under Section 83(b) of the Code...............................................................4.6

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ARTICLE V - OPTIONS

         Option Price...........................................................................................5.1
         Duration of Options....................................................................................5.2
         Exercise of Options....................................................................................5.3
         Exercise on Termination of Employment..................................................................5.4
         Substitution Options...................................................................................5.5
         No Rights as Stockholder...............................................................................5.6

ARTICLE VI - STOCK AWARDS

         Stock Awards...........................................................................................6.1
         Restrictions...........................................................................................6.2
         Stock Certificate......................................................................................6.3
         Rights as Stockholder..................................................................................6.4
         Lapse of Restrictions..................................................................................6.5
         Restriction Period.....................................................................................6.6

ARTICLE VII - ADMINISTRATION

ARTICLE VIII - AMENDMENT OR TERMINATION OF PLAN

ARTICLE IX - MISCELLANEOUS

         No Establishment of a Trust Fund.......................................................................9.1
         No Employment Obligation...............................................................................9.2
         Forfeiture ............................................................................................9.3
         Tax Withholding........................................................................................9.4
         Written Agreement......................................................................................9.5
         Indemnification of the Committee and the Board of Directors............................................9.6
         Gender.................................................................................................9.7
         Headings...............................................................................................9.8
         Other Compensation Plans...............................................................................9.9
         Other Options or Awards...............................................................................9.10
         Governing Law.........................................................................................9.11
         Nonqualified Options..................................................................................9.12

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ARTICLE I

PLAN

1.1 PURPOSE. This Plan is a plan for certain employees of the Company and its Affiliates and is intended to advance the best interests of the Company, its Affiliates, and its stockholders by providing those persons with additional incentives and an opportunity to obtain or increase their proprietary interest in the Company.

1.2 EFFECTIVE DATE OF PLAN. The Plan is effective May 8, 2000.

ARTICLE II

DEFINITIONS

The words and phrases defined in this Article shall have the meaning set out in these definitions throughout this Plan, unless the context in which any such word or phrase appears reasonably requires a broader, narrower, or different meaning.

2.1 "AFFILIATE" means any parent corporation and any subsidiary corporation. The term "parent corporation" means any corporation (other than the Company) in an unbroken chain of corporations ending with the Company if, at the time of the action or transaction, each of the corporations other than the Company owns stock possessing 50% or more of the total combined voting power of all classes of stock in one of the other corporations in the chain. The term "subsidiary corporation" means any corporation (other than the Company) in an unbroken chain of corporations beginning with the Company if, at the time of the action or transaction, each of the corporations other than the last corporation in the unbroken chain owns stock possessing 50% or more of the total combined voting power of all classes of stock in one of the other corporations in the chain.

2.2 "BOARD OF DIRECTORS" or "BOARD" means the board of directors of the Company.

2.3 "CHANGE OF CONTROL." A "Change in Control" shall have occurred if, after the Effective Date of the Plan:

(i) a report on Schedule 13D or Schedule 14D-1 (or any successor schedule, form or report) shall be filed with the Commission pursuant to the Exchange Act and that report discloses that any person (within the meaning of Section 13(d) or Section 14(d)(2) of the Exchange Act), other than the Company (or one of its subsidiaries) or any employee benefit plan sponsored by the Company (or one of its subsidiaries), is the beneficial owner (as that term is defined in Rule 13d-3 or any successor rule or regulation promulgated under the Exchange Act), directly or indirectly, of 20 percent or more of the outstanding Voting Stock;

(ii) any person (within the meaning of Section 13(d) or
Section 14(d)(2) of the Exchange Act), other than the Company (or one of its subsidiaries) or any employee benefit plan sponsored by the Company (or one of its subsidiaries), shall purchase

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securities pursuant to a tender offer or exchange offer to acquire any Voting Stock (or any securities convertible into Voting Stock) and, immediately after consummation of that purchase, that person is the beneficial owner (as that term is defined in Rule 13d-3 or any successor rule or regulation promulgated under the Exchange Act), directly or indirectly, of 20 percent or more of the outstanding Voting Stock (such person's beneficial ownership to be determined, in the case of rights to acquire Voting Stock, pursuant to paragraph (d) of Rule 13d-3 or any successor rule or regulation promulgated under the Exchange Act);

(iii) the consummation of:

(x) a merger, consolidation or reorganization of the Company with or into any other person if (a) the Company is not the surviving entity or (b) as a result of such merger, consolidation or reorganization, 50 percent or less of the combined voting power of the then-outstanding securities of such other person immediately after such merger, consolidation or reorganization are held in the aggregate by the holders of Voting Stock immediately prior to such merger, consolidation or reorganization;

(y) any sale, lease, exchange or other transfer of all or substantially all the assets of the Company and its consolidated subsidiaries to any other person if as a result of such sale, lease, exchange or other transfer, 50 percent or less of the combined voting power of the then-outstanding securities of such other person immediately after such sale, lease, exchange or other transfer are held in the aggregate by the holders of Voting Stock immediately prior to such sale, lease, exchange or other transfer; or

(z) a transaction immediately after the consummation of which any person (within the meaning of Section 13(d) or Section 14(d)(2) of the Exchange Act) would be the beneficial owner (as that term is defined in Rule 13d-3 or any successor rule or regulation promulgated under the Exchange Act), directly or indirectly, of more than 50 percent of the outstanding Voting Stock;

(iv) the stockholders of the Company approve the dissolution of the Company; or

(v) during any period of 12 consecutive months, the individuals who at the beginning of that period constituted the Board of Directors shall cease to constitute a majority of the Board of Directors, unless the election, or the nomination for election by the Company's stockholders, of each director of the Company first elected during such period was approved by a vote of at least a two-thirds of the directors of the Company then still in office who were directors of the Company at the beginning of any such period.

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2.4 "CODE" means the Internal Revenue Code of 1986, as amended.

2.5 "COMMISSION" means the United States Securities and Exchange Commission or any successor agency.

2.6 "COMMITTEE" means the Compensation Committee of the Board of Directors or such other committee designated by the Board of Directors.

2.7 "COMPANY" means BindView Development Corporation.

2.8 "EMPLOYEE" means a person employed by the Company or any Affiliate to whom an Option or a Stock Award is granted who is not covered under the terms or limitations of Section 16b of the Exchange Act or any rules promulgated thereunder. For purposes of the Plan, the term Employee shall also include any independent contractors or consultants whose services are utilized by the Company.

2.9 "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended from time.

2.10 "FAIR MARKET VALUE" of the Stock as of any date means (a) the closing sale price of the Stock on that date on the principal securities exchange on which the Stock is listed; or (b) if the Stock is not listed on a securities exchange, the closing sale price of the Stock on that date as reported on the NASDAQ National Market System; or (c) if the Stock is not listed on the NASDAQ National Market System, the closing bid quotation for the Stock on that date as reported by the National Quotation Bureau Incorporated; or (d) if none of the foregoing is applicable, an amount at the election of the Committee equal to (x), the average between the closing bid and ask prices per share of stock on the last preceding date on which those prices were reported or (y) that amount as determined by the Committee.

2.11 "MATURE SHARES"means shares of Stock that have been legally and beneficially owned by the Optionee for at least six months.

2.12 "OPTION" means a nonqualified stock option granted under this Plan to purchase shares of Stock.

2.13 "OPTION AGREEMENT" means the written agreement which sets out the terms of an Option, as amended from time to time.

2.14 "PLAN" means the Bindview Development Corporation 2000 Employee Incentive Plan, as set out in this document and as it may be amended from time to time.

2.15 "PLAN YEAR" means the Company's fiscal year.

2.16 "RESTRICTED STOCK" means Stock awarded or purchased under a Restricted Stock Agreement entered into pursuant to this Plan, together with (i) all rights, warranties or similar items attached or accruing thereto or represented by the certificate representing the Stock and (ii) any stock or securities into which or for which the Stock is thereafter converted or

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exchanged. The terms and conditions of the Restricted Stock Agreement shall be determined by the Committee consistent with the terms of the Plan.

2.17 "RESTRICTED STOCK AGREEMENT" means an agreement between the Company or any Affiliate and the Employee pursuant to which the Employee receives a Stock Award subject to Article VI.

2.18 "RESTRICTED STOCK PURCHASE PRICE" means the purchase price, if any, per share of Restricted Stock subject to an Award. The Restricted Stock Purchase Price shall be determined by the Committee. It may be greater than or less than the Fair Market Value of the Stock on the date of the Stock Award.

2.19 "STOCK" means the common stock of the Company, no par value or, in the event that the outstanding shares of common stock are later changed into or exchanged for a different class of stock or securities of the Company or another corporation, that other stock or security.

2.20 "STOCK AWARD" means an award of Restricted Stock.

2.21 "VOTING STOCK" means shares of the capital stock of the Company the holders of which are entitled to vote for the election of directors, but excluding shares entitled to so vote only upon the occurrence of a contingency unless that contingency shall have occurred.

ARTICLE III

ELIGIBILITY

The individuals who shall be eligible to receive Options and Stock Awards shall be those certain employees of the Company or any of its Affiliates, as the Committee shall determine from time to time, who are not covered under the terms and limitations of Section 16b of the Exchange Act or any rules promulgated thereunder. The Board of Directors may designate one or more individuals who shall not be eligible to receive any Option or Stock Award under this Plan or under other similar plans of the Company.

ARTICLE IV

GENERAL PROVISIONS RELATING TO OPTIONS AND STOCK AWARDS

4.1 AUTHORITY TO GRANT OPTIONS AND STOCK AWARDS. The Committee may grant to those key Employees of the Company or any of its Affiliates, as it shall from time to time determine, Options or Stock Awards under the terms and conditions of this Plan. Subject only to any applicable limitations set out in this Plan, the number of shares of Stock to be covered by any Option or Stock Award to be granted to an Employee shall be as determined by the Committee.

4.2 DEDICATED SHARES. The total number of shares of Stock with respect to which Options and Stock Awards may be granted under the Plan shall be 4,400,000 shares. The shares

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may be treasury shares or authorized but unissued shares. The number of shares stated in this Section 4.2 shall be subject to adjustment in accordance with the provisions of Section 4.5.

In the event that any outstanding Option or Stock Award shall expire or terminate for any reason or any Option or Stock Award is surrendered, the shares of Stock allocable to the unexercised portion of that Option or Stock Award may again be subject to an Option or Stock Award under the Plan. If Stock is used by the Employee pursuant to Section 5.6 of this Plan to pay the exercise price of an Option, only the net number of shares of Stock issued by the Company shall be considered utilized under this Plan. If shares of Stock are withheld by the Company to pay tax withholding due from the Employee, the number of such shares withheld shall not be considered utilized under this Plan.

4.3 NON-TRANSFERABILITY. Options shall not be transferable by the Employee otherwise than by will or under the laws of descent and distribution, and shall be exercisable, during the Employee's lifetime, only by him. Restricted Stock shall be purchased by and/or become vested under a Restricted Stock Agreement during the Employee's lifetime, only by him. Any attempt to transfer a Stock Award other than under the terms of the Plan and the Restricted Stock Agreement shall terminate the Stock Award and all rights of the Employee to that Restricted Stock. Notwithstanding any provision in this Plan to the contrary, an Employee may transfer any Option to an Immediate Family Member or an entity controlled by the Employee or an Immediate Family Member, provided, however, no further transfer shall be made except for a transfer back to such Employee or such other transfer which may be approved by the President of the Company. For this purpose "Immediate Family Member" means an Employee's children, grandchildren or spouse, or a trust for the benefit of such Immediate Family Members.

4.4 REQUIREMENTS OF LAW. The Company shall not be required to sell or issue any Stock under any Option or Stock Award if issuing that Stock would constitute or result in a violation by the Employee or the Company of any provision of any law, statute, or regulation of any governmental authority. Specifically, in connection with any applicable statute or regulation relating to the registration of securities, upon exercise of any Option or pursuant to any Stock Award, the Company shall not be required to issue any Stock unless the Committee has received evidence satisfactory to it to the effect that the holder of that Option or Stock Award will not transfer the Stock except in accordance with applicable law, including receipt of an opinion of counsel satisfactory to the Company to the effect that any proposed transfer complies with applicable law. The determination by the Board on this matter shall be final, binding and conclusive. The Company may, but shall in no event be obligated to, register any Stock covered by this Plan pursuant to applicable securities laws of any country or any political subdivision. In the event the Stock issuable on exercise of an Option or pursuant to a Stock Award is not registered, the Company may imprint on the certificate evidencing the Stock any legend that counsel for the Company considers necessary or advisable to comply with applicable law. The Company shall not be obligated to take any other affirmative action in order to cause the exercise of an Option or vesting under a Stock Award, or the issuance of shares under either of them, to comply with any law or regulation of any governmental authority.

4.5 CHANGES IN THE COMPANY'S CAPITAL STRUCTURE. The existence of outstanding Options or Stock Awards shall not affect in any way the right or power of the Company or its stockholders to make or authorize any or all adjustments, recapitalizations, reorganizations or

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other changes in the Company's capital structure or its business, or any merger or consolidation of the Company, or any issue of bonds, debentures, preferred or prior preference stock ahead of or affecting the Stock or its rights, or the dissolution or liquidation of the Company, or any sale or transfer of all or any part of its assets or business, or any other corporate act or proceeding, whether of a similar character or otherwise.

If the Company shall effect a subdivision or consolidation of shares or other capital readjustment, the payment of a stock dividend, or other increase or reduction of the number of shares of the Stock outstanding, without receiving compensation for it in money, services or property, then (a) the number, class, and per share price of shares of Stock subject to outstanding Options under this Plan shall be appropriately adjusted in such a manner as to entitle an Employee to receive upon exercise of an Option, for the same aggregate cash consideration, the equivalent total number and class of shares he would have received had he exercised his Option in full immediately prior to the event requiring the adjustment; and (b) the number and class of shares of Stock then reserved to be issued under the Plan shall be adjusted by substituting for the total number and class of shares of Stock then reserved, that number and class of shares of Stock that would have been received by the owner of an equal number of outstanding shares of each class of Stock as the result of the event requiring the adjustment.

If while unexercised Options remain outstanding under the Plan
(i) the Company shall not be the surviving entity in any merger, consolidation or other reorganization (or survives only as a subsidiary of an entity other than an entity that was wholly-owned by the Company immediately prior to such merger, consolidation or other reorganization), (ii) the Company sells, leases or exchanges or agrees to sell, lease or exchange all or substantially all of its assets to any other person or entity (other than an entity wholly-owned by the Company), (iii) the Company is to be dissolved, or (iv) the Company is a party to any other corporate transaction (as defined under Section 424(a) of the Code and applicable Treasury Regulations) that is not described in clauses (i),
(ii) or (iii) of this sentence (each such event is referred to herein as a "Corporate Change"), then (x) except as otherwise provided in an Option Agreement or as a result of the Board's effectuation of one or more of the alternatives described below, there shall be no acceleration of the time at which any Option then outstanding may be exercised, and (y) no later than ten
(10) days after the approval by the stockholders of the Company of such Corporate Change, the Board, acting in its sole and absolute discretion without the consent or approval of any Optionee, shall act to effect one or more of the following alternatives, which may vary among individual Optionees and which may vary among Options held by any individual Optionee:

(1) accelerate the time at which some or all of the Options then outstanding may be exercised so that such Options may be exercised in full for a limited period of time on or before a specified date (before or after such Corporate Change) fixed by the Board, after which specified date all such Options that remain unexercised and all rights of Optionees thereunder shall terminate,

(2) require the mandatory surrender to the Company by all or selected Optionees of some or all of the then outstanding Options held by such Optionees (irrespective of whether such Options are then exercisable under the provisions of this Plan or the Option Agreements evidencing such Options) as of a date, before

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or after such Corporate Change, specified by the Board, in which event the Board shall thereupon cancel such Options and the Company shall pay to each such Optionee an amount of cash per share equal to the excess, if any, of the per share price offered to stockholders of the Company in connection with such Corporate Change over the exercise price(s) under such Options for such shares,

(3) with respect to all or selected Optionees, have some or all of their then outstanding Options (whether vested or unvested) assumed or have a new Option substituted for some or all of their then outstanding Options (whether vested or unvested) by an entity which is a party to the transaction resulting in such Corporate Change and which is then employing him, or a parent or subsidiary of such entity, provided that (A) such assumption or substitution is on a basis where the excess of the aggregate fair market value of the shares subject to the Option immediately after the assumption or substitution over the aggregate exercise price of such shares is equal to the excess of the aggregate fair market value of all shares subject to the Option immediately before such assumption or substitution over the aggregate exercise price of such shares, and (B) the assumed rights under such existing Option or the substituted rights under such new Option as the case may be will have the same terms and conditions as the rights under the existing Option assumed or substituted for, as the case may be,

(4) provide that the number and class of shares of Stock covered by an Option (whether vested or unvested) theretofore granted shall be adjusted so that such Option when exercised shall thereafter cover the number and class of shares of stock or other securities or property (including, without limitation, cash) to which the Optionee would have been entitled pursuant to the terms of the agreement and/or plan relating to such Corporate Change if, immediately prior to such Corporate Change, the Optionee had been the holder of record of the number of shares of Stock then covered by such Option, or

(5) make such adjustments to Options then outstanding as the Board deems appropriate to reflect such Corporate Change (provided, however, that the Board may determine in its sole and absolute discretion that no such adjustment is necessary)."

In effecting one or more of alternatives (3), (4) or (5) above, and except as otherwise may be provided in an Option Agreement, the Board, in its sole and absolute discretion and without the consent or approval of any Optionee, may accelerate the time at which some or all Options then outstanding may be exercised.

In the event of changes in the outstanding Stock by reason of recapitalizations, reorganizations, mergers, consolidations, combinations, exchanges or other relevant changes in capitalization occurring after the date of the grant of any Option and not otherwise provided for by this Section 4.5, any outstanding Options and any agreements evidencing such Options shall be subject to adjustment by the Board in its sole and absolute discretion as to the number and price of shares of stock or other consideration subject to such Options. In the event of any such

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change in the outstanding Stock, the aggregate number of shares available under this Plan may be appropriately adjusted by the Board, whose determination shall be conclusive.

After a merger of one or more corporations into the Company or after a consolidation of the Company and one or more corporations in which the Company shall be the surviving corporation, each Employee shall be entitled to have his Restricted Stock appropriately adjusted based on the manner the Stock was adjusted under the terms of the agreement of merger or consolidation.

The issue by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, for cash or property, or for labor or services either upon direct sale or upon the exercise of rights or warrants to subscribe for them, or upon conversion of shares or obligations of the Company convertible into shares or other securities, shall not affect, and no adjustment by reason of such issuance shall be made with respect to, the number, class, or price of shares of Stock then subject to outstanding Options or Stock Awards.

4.6 ELECTION UNDER SECTION 83(b) OF THE CODE. No Employee shall exercise the election permitted under Section 83(b) of the Code under this Plan without written approval of the Committee.

ARTICLE V

OPTIONS

5.1 OPTION PRICE. The price at which shares of Stock may be purchased under an Option shall be the Fair Market Value of the shares of Stock on the date the Option is granted, unless the Committee in its sole discretion provides otherwise in the Option Agreement.

5.2 DURATION OF OPTIONS. No Option shall be exercisable after the expiration of 10 years from the date the Option is granted.

5.3 AMOUNT EXERCISABLE. Each Option is exercisable, in whole or in part, in the manner and subject to the conditions the Committee, in its sole discretion, may provide in the Option Agreement, as long as the Option is valid and outstanding.

5.4 EXERCISE OF OPTIONS. Each Option shall be exercised by the delivery of written notice to the Committee setting forth the number of shares of Stock with respect to which the Option is to be exercised, together with: (a) cash, certified check, bank draft, or postal or express money order payable to the order of the Company for an amount equal to the option price of the shares, (b) Mature Shares at their Fair Market Value on the date of exercise, (c) payment to the Company, through a broker-assisted exercise that is approved by the Committee, for an amount equal to the option price of the shares and the Company's tax withholding obligation, if any, (d) any combination of (a), (b), or (c), and/or (e) any other form of payment which is acceptable to the Committee, and specifying the address to which the certificates for the shares are to be mailed.

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As promptly as practicable after receipt of written notification and payment, the Company shall deliver to the Employee certificates for the number of shares with respect to which the Option has been exercised, issued in the Employee's name. If Mature Shares are used in payment, the aggregate Fair Market Value of the Mature Shares tendered must be equal to or less than the aggregate exercise price of the shares being purchased upon exercise of the Option, and any difference must be paid by cash, certified check, bank draft, or postal or express money order payable to the order of the Company. Delivery of the shares shall be deemed effected for all purposes when a stock transfer agent of the Company shall have deposited the certificates in the United States mail, addressed to the Employee, at the address specified by the Employee.

Whenever an Option is exercised by exchanging Mature Shares owned by the Employee, the Employee shall deliver to the Company certificates registered in the name of the Employee representing a number of Mature Shares legally and beneficially owned by the Employee, free of all liens, claims, and encumbrances of every kind, accompanied by stock powers duly endorsed in blank by the record holder of the shares represented by the certificates (with signature guaranteed by a commercial bank or trust company or by a brokerage firm having a membership on a registered national stock exchange). The delivery of certificates upon the exercise of Options is subject to the condition that the person exercising the Option provide the Company with the information the Company might reasonably request pertaining to exercise, sale or other disposition. The Committee may provide that a legend or restriction be printed on the certificate as the Committee determines is necessary, in its discretion, to comply with applicable laws.

If Mature Shares are used in payment, the aggregate Fair Market Value of the Mature Shares tendered must be equal to or less than the aggregate exercise price of the Shares being purchased upon exercise of the Option, and any difference must be paid by cash, certified check, bank draft, or postal or express money order payable to the order of the Company. Delivery of the Common Stock issued on exercise shall be deemed effective for all purposes when a stock transfer agent of the Company shall have deposited the certificates in the United States mail, addressed to the Optionee, at the address specified by the Optionee.

Notwithstanding the foregoing, an Optionee may elect, subject to the approval of the Committee, to satisfy any required income tax withholding obligation, in whole or in part, by having the Company withhold whole shares of Common Stock, which otherwise would be issued on exercise, having a Fair Market Value not in excess of the amount of the Company's minimum tax withholding obligation.

Notwithstanding any other provision of the Plan, the Committee shall have the authority to cause an Optionee to utilize a different method of exercise if the method selected by the Optionee could result in adverse accounting treatment for the Company.

5.5 EXERCISE ON TERMINATION OF EMPLOYMENT. Unless it is expressly provided otherwise in the Option Agreement, Options shall terminate one day less than three months after severance of employment of the Employee from the Company and all Affiliates for any reason, with or without cause, other than death, retirement under the then established rules of the Company, or severance for disability. Whether authorized leave of absence or absence on

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military or government service shall constitute severance of the employment of the Employee shall be determined by the Committee at that time.

In determining the employment relationship between the Company and the Employee, employment by any Affiliate shall be considered employment by the Company, as shall employment by a corporation issuing or assuming a stock option in a transaction to which Section 424(a) of the Code applies, or by a parent corporation or subsidiary corporation of the corporation issuing or assuming a stock option (and for this purpose, the phrase "corporation issuing or assuming a stock option" shall be substituted for the word "Company" in the definitions of parent corporation and subsidiary corporation in Section 2.1, and the parent-subsidiary relationship shall be determined at the time of the corporate action described in Section 424(a) of the Code).

DEATH. If, before the expiration of an Option, the Employee, whether in the employ of the Company or after he has retired or was severed for disability, dies, the Option shall become fully vested and shall continue until the earlier of the Option's expiration date or one year following the date of his death, unless it is expressly provided otherwise in the Option Agreement. After the death of the Employee, his executors, administrators or any persons to whom his Option may be transferred by will or by the laws of descent and distribution shall have the right, at any time prior to the Option's expiration or termination, whichever is earlier, to exercise the Option in full unless it is expressly provided otherwise in the Option Agreement.

RETIREMENT. Unless it is expressly provided otherwise in the Option Agreement, if before the expiration of an Option, the Employee shall be retired in good standing from the employ of the Company under the then established rules of the Company, the Option shall terminate on the earlier of the Option's expiration date or one year after his retirement. In the event of retirement, the Employee shall have the right prior to the termination of the Option to exercise the Option, to the extent to which he was entitled to exercise it immediately prior to his retirement, unless it is expressly provided otherwise in the Option Agreement.

DISABILITY. If, before the expiration of an Option, the Employee shall be severed from the employ of the Company for disability, the Option shall terminate on the earlier of the Option's expiration date or one year after the date he was severed because of disability, unless it is expressly provided otherwise in the Option Agreement. In the event that the Employee shall be severed from the employ of the Company for disability, the Employee shall become fully vested in his Option and have the right prior to the termination of the Option to exercise the Option in full unless it is expressly provided otherwise in the Option Agreement.

Notwithstanding the above, an Option may be amended by the Committee to extend the termination date of the Option, provided such extension shall not exceed a period of 10 years from the date of the initial grant of the Option.

5.6 SUBSTITUTION OPTIONS. Options may be granted under this Plan from time to time in substitution for stock options held by employees of other corporations who are about to become employees of or affiliated with the Company or any Affiliate as the result of a merger or consolidation of the employing corporation with the Company or any Affiliate, or the acquisition by the Company or any Affiliate of the assets of the employing corporation, or the acquisition by

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the Company or any Affiliate of stock of the employing corporation as the result of which it becomes an Affiliate of the Company. The terms and conditions of the substitute Options granted may vary from the terms and conditions set out in this Plan to the extent the Committee, at the time of grant, may deem appropriate to conform, in whole or in part, to the provisions of the stock options in substitution for which they are granted.

5.7 NO RIGHTS AS STOCKHOLDER. No Employee shall have any rights as a stockholder with respect to Stock covered by his Option until the date a stock certificate is issued for the Stock.

ARTICLE VI

STOCK AWARDS

6.1 STOCK AWARDS. The Committee may issue shares of Restricted Stock to an eligible employee subject to the terms of a Restricted Stock Agreement. The Restricted Stock may be issued for no payment by the Employee or for a payment below the Fair Market Value on the date of grant. Restricted Stock shall be subject to restrictions as to sale, transfer, alienation, pledge or other encumbrance and generally will be subject to vesting over a period of time specified in the Restricted Stock Agreement. The Committee shall determine the period of vesting, the number of shares, the price, if any, of Stock included in a Stock Award, and the other terms and provisions which are included in a Restricted Stock Agreement. In the discretion of the Committee, a Restricted Stock Award may be made as a grant of Restricted Stock or as a right to receive stock (or their cash equivalent or a combination of both) in the future.

6.2 RESTRICTIONS. Restricted Stock shall be subject to the terms and conditions as determined by the Committee, including without limitation any or all of the following:

(a) a prohibition against the sale, transfer, alienation, pledge or other encumbrance of the shares of Restricted Stock, such prohibition to lapse at such time or times as the Committee shall determine (whether in annual or more frequent installments, at the time of the death, disability or retirement of the holder of such shares, or otherwise);

(b) a requirement that the holder of shares of Restricted Stock forfeit, or in the case of shares sold to an Employee, resell back to the Company at his cost, all or a part of such shares in the event of termination of the holder's employment during any period in which the shares remain subject to restrictions;

(c) a prohibition against employment of the holder of Restricted Stock by any competitor of the Company or its Affiliates, or against such holder's dissemination of any secret or confidential information belonging to the Company or an Affiliate;

(d) unless stated otherwise in the Restricted Stock Agreement,
(i) if restrictions remain at the time of severance of employment with the Company and all Affiliates, other than for reason of disability or death, the Restricted Stock shall be forfeited; and (ii) if severance of employment is by reason of disability or death, the restrictions on the shares shall

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lapse and the Employee or his heirs or estate shall be 100% vested in the shares subject to the Restricted Stock Agreement.

Notwithstanding (a) above, an Employee may transfer Restricted Stock to an Immediate Family Member (as defined in Section 4.3) or an entity controlled by the Employee or an Immediate Family Member provided, however, no further transfer shall be made except for a transfer back to such Employee or such other transfer which may be approved by the President of the Company. For this purpose, "Immediate Family Member" means an Employee's children, grandchildren or spouse, or a trust for the benefit of such Immediate Family Member.

6.3 STOCK CERTIFICATE. Shares of Restricted Stock shall be registered in the name of the Employee receiving the Stock Award and deposited, together with a stock power endorsed in blank, with the Company. Each such certificate shall bear a legend in substantially the following form:

The transferability of this certificate and the shares of Stock represented by it is restricted by and subject to the terms and conditions (including conditions of forfeiture) contained in the Bindview Development Corporation 2000 Employee Incentive Plan, and an agreement entered into between the registered owner and the Company, including any shareholders agreement. A copy of the Plan and agreement is on file in the office of the Secretary of the Company.

6.4 RIGHTS AS STOCKHOLDER. Subject to the terms and conditions of the Plan, each Employee receiving a certificate for Restricted Stock shall have all the rights of a stockholder with respect to the shares of Stock included in the Stock Award during any period in which such shares are subject to forfeiture and restrictions on transfer, including without limitation, the right to vote such shares. Dividends paid with respect to shares of Restricted Stock in cash or property other than stock in the Company or rights to acquire stock in the Company shall be paid to the Employee currently. Dividends paid in stock in the Company or rights to acquire stock in the Company shall be added to and become a part of the Restricted Stock.

6.5 LAPSE OF RESTRICTIONS. At the end of the time period during which any shares of Restricted Stock are subject to forfeiture and restrictions on sale, transfer, alienation, pledge, or other encumbrance, such shares shall vest and will be delivered in a certificate, free of all restrictions, to the Employee or to the Employee's legal representative, beneficiary or heir; provided the certificate shall bear such legend, if any, as the Committee determines is reasonably required by applicable law. By accepting a Stock Award and executing a Restricted Stock Agreement, the Employee agrees to remit when due any federal and state income and employment taxes required to be withheld.

6.6 RESTRICTION PERIOD. No Stock Award may provide for restrictions continuing beyond 10 years from the date of the Stock Award.

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ARTICLE VII

ADMINISTRATION

This Plan shall be administered by the Committee. All questions of interpretation and application of the Plan, Options or Stock Awards shall be subject to the determination of the Committee. A majority of the members of the Committee shall constitute a quorum. All determinations of the Committee shall be made by a majority of its members. Any decision or determination reduced to writing and signed by a majority of the members shall be as effective as if it had been made by a majority vote at a meeting properly called and held. This Plan shall be administered in such a manner as to permit the Options granted under it which are designated to be Incentive Options to qualify as Incentive Options. In carrying out its authority under this Plan, the Committee shall have full and final authority and discretion, including but not limited to the following rights, powers and authorities, to:

(a) determine the Employees to whom and the time or times at which Options or Stock Awards will be made,

(b) determine the number of shares and the purchase price of Stock covered in each Option or Stock Award, subject to the terms of the Plan,

(c) determine the terms, provisions and conditions of each Option and Stock Award, which need not be identical,

(d) accelerate the time at which any outstanding Option may be exercised,

(e) define the effect, if any, on an Option or Stock Award of the death, disability, retirement, or termination of employment of the Employee,

(f) prescribe, amend and rescind rules and regulations relating to administration of the Plan, and

(g) make all other determinations and take all other actions deemed necessary, appropriate, or advisable for the proper administration of this Plan.

The actions of the Committee in exercising all of the rights, powers, and authorities set out in this Article and all other Articles of this Plan, when performed in good faith and in its sole judgment, shall be final, conclusive and binding on all parties.

ARTICLE VIII

AMENDMENT OR TERMINATION OF PLAN

The Board of Directors of the Company may amend, terminate or suspend this Plan at any time, in its sole and absolute discretion. The Board shall have the power to make any changes in the Plan and in the regulations and administrative provisions under it as in the opinion of counsel for the Company may be necessary or appropriate from time to time.

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ARTICLE IX

MISCELLANEOUS

9.1 NO ESTABLISHMENT OF A TRUST FUND. No property shall be set aside nor shall a trust fund of any kind be established to secure the rights of any Employee under this Plan. All Employees shall at all times rely solely upon the general credit of the Company for the payment of any benefit which becomes payable under this Plan.

9.2 NO EMPLOYMENT OBLIGATION. The granting of any Option or Stock Award shall not constitute an employment contract, express or implied, nor impose upon the Company or any Affiliate any obligation to employ or continue to employ any Employee. The right of the Company or any Affiliate to terminate the employment of any person shall not be diminished or affected by reason of the fact that an Option or Stock Award has been granted to him.

9.3 FORFEITURE. Notwithstanding any other provisions of this Plan, if the Committee finds by a majority vote after full consideration of the facts that the Employee, before or after termination of his employment with the Company or an Affiliate for any reason (a) committed or engaged in fraud, embezzlement, theft, commission of a felony, or proven dishonesty in the course of his employment by the Company or an Affiliate, which conduct damaged the Company or Affiliate, or disclosed trade secrets of the Company or an Affiliate, or (b) participated, engaged in or had a material, financial or other interest, whether as an employee, officer, director, consultant, contractor, stockholder, owner, or otherwise, in any commercial endeavor which is competitive with the business of the Company or an Affiliate without the written consent of the Company or Affiliate, the Employee shall forfeit all outstanding Options and all outstanding Restricted Stock, and including all exercised Options and other situations pursuant to which the Company has not yet delivered a stock certificate. Clause (b) shall not be deemed to have been violated solely by reason of the Employee's ownership of stock or securities of any publicly owned corporation, if that ownership does not result in effective control of the corporation.

The decision of the Committee as to the cause of the Employee's discharge, the damage done to the Company or an Affiliate, and the extent of the Employee's competitive activity shall be final. No decision of the Committee, however, shall affect the finality of the discharge of the Employee by the Company or an Affiliate in any manner.

9.4 TAX WITHHOLDING. The Company or any Affiliate shall be entitled to deduct from other compensation payable to each Employee any sums required by federal, state, or local tax law to be withheld with respect to the grant or exercise of an Option or lapse of restrictions on Restricted Stock. In the alternative, the Company may require the Employee (or other person exercising the Option or receiving the Restricted Stock) to pay the sum directly to the employer corporation. If the Employee (or other person exercising the Option or receiving the Restricted Stock) is required to pay the sum directly, payment in cash or by check of such sums for taxes shall be delivered within 10 days after the date of exercise or lapse of restrictions. The Company shall have no obligation upon exercise of any Option or lapse of restrictions on Restricted Stock until payment has been received, unless withholding (or offset against a cash payment) as of or

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prior to the date of exercise or lapse of restrictions is sufficient to cover all sums due with respect to that exercise. The Company and its Affiliates shall not be obligated to advise an Employee of the existence of the tax or the amount which the employer corporation will be required to withhold.

9.5 WRITTEN AGREEMENT. Each Option and Stock Award shall be embodied in a written Option Agreement or Restricted Stock Agreement which shall be subject to the terms and conditions of this Plan and shall be signed by the Employee and by a member of the Committee on behalf of the Board and the Company or an executive officer of the Company other than the Employee on behalf of the Company. The Option Agreement or Restricted Stock Agreement may contain any other provisions that the Committee in its discretion shall deem advisable which are not inconsistent with the terms of this Plan. This Plan and all shares of stock or stock equivalents granted pursuant hereto shall be subject to the terms of any shareholders agreement entered into by the Company concurrent, or prior to, the grant of any Option hereunder.

9.6 INDEMNIFICATION OF THE COMMITTEE AND THE BOARD OF DIRECTORS. With respect to administration of this Plan, the Company shall indemnify each present and future member of the Committee and the Board of Directors against, and each member of the Committee and the Board of Directors shall be entitled without further act on his part to indemnity from the Company for, all expenses (including attorney's fees, the amount of judgments and the amount of approved settlements made with a view to the curtailment of costs of litigation, other than amounts paid to the Company itself) reasonably incurred by him in connection with or arising out of any action, suit, or proceeding in which he may be involved by reason of his being or having been a member of the Committee and/or the Board of Directors, whether or not he continues to be a member of the Committee and/or the Board of Directors at the time of incurring the expenses -- including, without limitation, matters as to which he shall be finally adjudged in any action, suit or proceeding to have been found to have been negligent in the performance of his duty as a member of the Committee or the Board of Directors. However, this indemnity shall not include any expenses incurred by any member of the Committee and/or the Board of Directors in respect of matters as to which he shall be finally adjudged in any action, suit or proceeding to have been guilty of gross negligence or willful misconduct in the performance of his duty as a member of the Committee and the Board of Directors. In addition, no right of indemnification under this Plan shall be available to or enforceable by any member of the Committee and the Board of Directors unless, within 60 days after institution of any action, suit or proceeding, he shall have offered the Company, in writing, the opportunity to handle and defend same at its own expense. This right of indemnification shall inure to the benefit of the heirs, executors or administrators of each member of the Committee and the Board of Directors and shall be in addition to all other rights to which a member of the Committee and the Board of Directors may be entitled as a matter of law, contract, or otherwise.

9.7 GENDER. If the context requires, words of one gender when used in this Plan shall include the others and words used in the singular or plural shall include the other.

9.8 HEADINGS. Headings of Articles and Sections are included for convenience of reference only and do not constitute part of the Plan and shall not be used in construing the terms of the Plan.

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9.9 OTHER COMPENSATION PLANS. The adoption of this Plan shall not affect any other stock option, incentive or other compensation or benefit plans in effect for the Company or any Affiliate, nor shall the Plan preclude the Company from establishing any other forms of incentive or other compensation for employees of the Company or any Affiliate.

9.10 OTHER OPTIONS OR AWARDS. The grant of an Option or Stock Award shall not confer upon the Employee the right to receive any future or other Options or Stock Awards under this Plan, whether or not Options or Stock Awards may be granted to similarly situated Employees, or the right to receive future Options or Stock Awards upon the same terms or conditions as previously granted.

9.11 GOVERNING LAW. The provisions of this Plan shall be construed, administered, and governed under the laws of the State of Texas.

9.12 NONQUALIFIED OPTIONS. All Options granted under the terms of the Plan shall be nonqualified stock options which are not intended to be governed by Section 422 of the Code.

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EXHIBIT 10.45

EXECUTIVE: ERIC J. PULASKI

BINDVIEW CORPORATION

EXECUTIVE EMPLOYMENT AGREEMENT

THIS EXECUTIVE EMPLOYMENT AGREEMENT (this "AGREEMENT") is made between BindView Development Corporation, a Texas corporation (the "COMPANY"), and the "EXECUTIVE" identified above. Unless otherwise indicated, all references to Sections are to Sections in this Agreement. This Agreement, when executed by both the Executive and the Company, is effective as of the date executed by the Executive as written on the signature page ("EFFECTIVE DATE"). This Agreement replaces and supersedes any and all prior employment agreements between the Company and the Executive, but does not supersede or replace stock-option agreements, Benefit-related agreements, and the like. 1. BACKGROUND.

1.1 The Executive currently holds a senior executive position with the Company. As a result, the Executive has significant responsibility for the Company's management, profitability and growth. Likewise, the Executive possesses an intimate knowledge of the Company's business and affairs, including its policies, plans, methods, personnel, opportunities, and challenges.

1.2 The Compensation Committee of the Company's Board of Directors (the "Board") considers the continued employment of the Executive to be in the best interests of the Company and its shareholders. The Compensation Committee desires to structure the Executive's compensation to encourage the Executive to remain in service to the Company, in part by providing for certain severance benefits if the Executive's employment ends in certain specified ways.

2. DEFINITIONS. For purposes of this Agreement, the following terms have the meanings set forth below. Other defined terms have the meanings set forth in the provisions of this Agreement in which they are used.

2.1 BASE SALARY - see Section 4.1.

2.2 BENEFIT means any Company- provided or -sponsored pension plan, 401k plan, insurance plan, employee stock purchase plan, or other employee benefit plan, program or arrangement, made available to the Company's employees generally.

2.3 BINDVIEW BUSINESS is intentionally defined broadly in view of the Executive's senior position with the Company; it means (1) any business engaged in by the Company or any other BindView Company during the Executive's Employment, or (2) any other business as to which the Company or any other BindView Company has made demonstrable preparation to engage in during such Employment and (i) in which preparation the Executive materially participated, or (ii) concerning which preparation the Executive had access to Confidential Information.

2.4 BINDVIEW COMPANY or BINDVIEW COMPANIES means BindView and its affiliates. For purposes of this Agreement, (i) an affiliate of a Person is defined as any other Person that controls or is controlled by or is under common control with that Person, and (ii) control is defined as the direct or indirect ownership of at least fifty percent (50%) of the equity or beneficial interest in such Person


EXECUTIVE: ERIC J. PULASKI

or the right to vote for or appoint a majority of the board of directors or other governing body of such Person.

2.5 BINDVIEW INVENTION means any Invention that is made, conceived, or reduced to practice by any person (in whole or in part, either alone or jointly with others, whether or not during regular working hours), whether or not potentially patentable or copyrightable in the U.S. or elsewhere, and the Invention either: (i) involves equipment, supplies, facilities, or trade secret information of any BindView Company; (ii) involves the time for which the person was compensated by any BindView Company; (iii) relates to any BindView Business; or (iv) results, in whole or in part, from work which the person performed for any BindView Company.

2.6 BINDVIEW MATERIALS means any and all reports, notes, emails, manuals, computer programs or data, photographs, and all other recorded, written, or printed matter, in any format (including but not limited to electronic and hard-copy formats), (i) that the Executive receives from any BindView Company, or (ii) that the Executive creates during the Employment and that relate to any BindView Business, or (iii) that contain Confidential Information of any BindView Company.

2.7 BONUS POTENTIAL AT TARGET means the bonus amount that would be earned by the Executive under the Corporate Bonus Plan if On-Target Performance has been achieved. The Executive's current Bonus Potential At Target is set forth in Schedule 1. Such bonus amount shall be automatically increased by the same percentage as any increase in Base Salary (see also Section 4.1), as well as any other increases in such bonus amount that the Company, in its sole discretion, may grant in the future. If such bonus amount is increased at any time, then the resulting increased bonus amount shall be deemed the Bonus Potential At Target for all purposes hereunder.

2.8 BONUS POTENTIAL EARNED means the amount of the Executive's Bonus Potential At Target that was earned during the bonus period in question. The amount earned will be equal to the Percent of Bonus Potential at Target Earned (as that term is used in the Corporate Bonus Plan) during the bonus period that corresponds to actual performance during that period, multiplied by the Executive's Bonus Potential At Target. The amount earned will be prorated for any bonus period the Executive was not employed by the Company for the entire bonus period based on the portion of the bonus period the Executive was employed by the Company. In no event will any portion of the Bonus Potential At Target be deemed to have been earned by the Executive if the Executive resigns other than for Good Reason or if the Employment is terminated for Cause.

2.9 CAUSE: As used in this Agreement:

(a) The term "Cause" or "for cause" or "with cause" (in upper or lower case) means only any one or more of the following except as excluded by subparagraph (b): (1) the Executive's conviction of a felony; (2) the Executive's willful, material and irreparable breach of this Agreement (other than for reason of illness or disability); (3) the Executive's gross negligence in the performance of, or intentional nonperformance of or inattention to, the Executive's material duties and responsibilities hereunder, continuing for thirty (30) days after receipt of written notice of need to cure the same; or (4) the Executive's willful dishonesty, fraud or material misconduct with respect to the business or affairs of the Company.

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EXECUTIVE: ERIC J. PULASKI

       (b) The terms "Cause," "for cause," and "with cause" (in upper or lower
           case) shall not include any of the following: (1) bad judgment; (2)
           negligence other than gross negligence; (3) any act or omission that
           was based upon (i) authority given pursuant to a resolution duly
           adopted by the Board, (ii) instructions of the chief executive
           officer of the Company or (iii) the advice of counsel for the
           Company; or (4) any act or omission that the Executive believed in
           good faith to have been in the interest of the Company, without
           intent of the Executive to gain therefrom, directly or indirectly, a
           personal profit to which he was not legally entitled.

2.10   COBRA means the Consolidated Omnibus Budget Reconciliation Act, as the
       same may be amended from time to time, or any successor statute, together
       with any applicable regulations in effect at the time in question.

2.11   CONFIDENTIAL INFORMATION means information of any BindView Business that
       the Executive learns in the course of the Employment, other than
       information which the Executive can show: (i) was in the Executive's
       possession or within the Executive's knowledge before the Employment; or
       (ii) is or becomes generally known to persons who could take economic
       advantage of it, other than officers, directors, and employees of the
       BindView Companies, without breach of an obligation to a BindView
       Company; or (iii) the Executive obtained from a party having the right to
       disclose it without violation of an obligation to a BindView Company; or
       (iv) is required to be disclosed pursuant to legal process (e.g., a
       subpoena), provided that the Executive notifies the Company immediately
       upon receiving or becoming aware of the legal process in question. No
       combination of information will be deemed to be within any of the four
       exceptions (i) through (iv) in the previous sentence, however, whether or
       not the component parts of the combination are within one or more
       exceptions, unless the combination itself and its economic value and
       principles of operation are themselves within such an exception.

2.12   CORPORATE BONUS PLAN refers to the plan that provides for incentive-based
       annual corporate bonuses for all Company employees other than those paid
       sales commissions, or such other bonus plan as the Company may from time
       to time adopt in its sole discretion, for providing such incentive-based
       annual bonuses. The Corporate Bonus Plan shall establish the bonus levels
       by employee group and the Company- and employee-performance criteria
       required for specified bonus payment percentages to be earned. Any such
       employee-performance criteria which the Company makes applicable to the
       Executive shall be consistent with the Executive's Office and Position.

2.13   DAY, in upper or lower case, means a calendar day except as otherwise
       stated.

2.14   DESIGNATED OWNER means (i) the Company or (ii) if from time to time the
       Company designates one or more other BindView Companies to own certain
       inventions or other intellectual-property rights, such designated other
       BindView Company.

2.15   DISABILITY shall mean the inability of the Executive to perform his
       duties hereunder for a continuous period exceeding three months
       (excluding any leaves of absences approved by the Company), as a result
       of incapacity due to mental or physical injury or illness that is
       determined to be total and permanent by a physician selected by the
       Company or its insurers and acceptable to the Executive or the
       Executive's legal representative.


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                                                    EXECUTIVE:  ERIC J. PULASKI


2.16     EMPLOYMENT  means the Executive's employment with the Company.

2.17   GOOD REASON means the occurrence of any one or more of the following
       events without the Executive's express prior written consent (see also
       the notice-and-cure provision in the definition of Resignation for Good
       Reason):

       (a) (1) removal of the Executive from the Office or Position, or (if
           re-election is required for the Executive to retain the Office or
           Position) failure to re-elect the Executive to the Office or
           Position; or (2) a material diminution in the Executive's Office,
           Position, status, duties, or responsibility from that held by the
           Executive immediately prior to such change; or (3) the assignment by
           the Company to the Executive of duties that are materially
           inconsistent with the Executive's Office or Position;

       (b) (1) the Company's requiring the Executive to perform a majority of
           his duties or to be permanently based outside of, or the moving of
           the Executive's principal office space from, the Company's Principal
           Operating Offices; or (2) the Company's requiring the Executive to be
           permanently based (meaning requiring the Executive to perform a
           majority of his duties for a period of more than 30 days) anywhere
           other than within 50 miles of the Executive's job location at the
           time that the directive for such relocation is made by the Company;

       (c) any Reduction in the Executive's Base Salary (except as provided in
           the next sentence), Bonus Potential At Target, or other compensation
           (including without limitation any Reduction of any non-contingent
           bonus- or incentive compensation for which the Executive is
           eligible). Notwithstanding the previous sentence, the Executive's
           Base Salary may be reduced by the Company one time during the
           Employment, if, and on condition that, such reduction is part of a
           uniform, across-the-board base salary reduction in which the same
           percentage reduction is applied to all Senior Executives;

       (d) failure to provide the Executive with any Benefit for which the
           Executive is eligible under the Benefit plan's requirements (and, if
           such Benefit in question is optional, which the Executive has elected
           to receive);

       (e) any failure of the Company to fulfill its obligations under this
           Agreement or under any stock or stock option agreement, change of
           control agreement, bonus, benefit or incentive plan or other
           agreement between the Executive and the Company (see also the
           notice-and-cure provision in the definition of Resignation for Good
           Reason);

       (f) failure of the Company to provide or maintain a Corporate Bonus Plan
           whereby the Executive may earn a bonus as set forth in Section 4.2;
           or

       (g) any purported termination by the Company of the Employment other than
           as expressly permitted by this Agreement.

2.18   INVENTION means any and all inventions, discoveries, and improvements,
       whether or not patentable, along with any and all materials and work
       product relating thereto.


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                                                    EXECUTIVE:  ERIC J. PULASKI


2.19   OFFICE means the office in the Company set forth in Schedule 1. If the
       Company in its sole discretion promotes the Executive to a more senior
       office in the Company (e.g., vice president to senior vice president),
       then the such more senior office shall be deemed the Office for all
       purposes hereunder.

2.20   ON-TARGET PERFORMANCE means the point at which the requirements under the
       Corporate Bonus Plan necessary for a full payout of the Bonus Potential
       at Target have been achieved. The Company performance requirements
       necessary for a full payout will be the same for all employees
       participating in the Corporate Bonus Plan.

2.21   PERSON means a natural person, corporation, partnership, or other legal
       entity, or a joint venture of two or more of the foregoing.

2.22   POSITION means the area of responsibility so identified in Schedule 1. If
       the Company in its sole discretion increases the Executive's area of
       responsibility, then such increased area of responsibility shall be
       deemed the Position for all purposes hereunder.

2.23   PRINCIPAL OPERATING OFFICES means the office of the Company where the
       majority of the other most senior executives of the Company perform the
       majority of their respective duties.

2.24   REDUCTION, as applied to any aspect of the Executive's compensation or
       benefits, means any exclusion, discontinuance without comparable
       replacement, diminution, or reduction in the same as in effect
       immediately prior to such exclusion, discontinuance, diminution, or
       reduction.

2.25   RESIGN FOR GOOD REASON or Resignation for Good Reason means that all of
       the following occur:

       (a) the Executive notifies the Company in writing, or the Company
           notifies the Employee in writing, in accordance with the notice
           provisions of this Agreement or otherwise, of the occurrence of one
           or more events constituting Good Reason hereunder;

       (b) the Company fails to revoke, rescind, cancel, or cure the event (or
           if more than one, all such events) that was the subject of the
           notification under subparagraph (a) within 10 business days after
           such notice; and

       (c) within ten (10) business days after the end of the ten-business-day
           period described in subparagraph (b), the Executive delivers to the
           Company a notice of resignation in accordance with this Agreement.

2.26   SCHEDULE 1 means Schedule 1 set forth at the end of this Agreement
       above the parties' signatures.

2.27   SENIOR EXECUTIVES means the executives of the Company holding the
       following positions, by whatever title designated, and no others: chief
       executive officer; chief financial officer; chief technology officer;
       senior vice president of business development; senior vice president of
       worldwide marketing; vice president of worldwide sales; general
       counsel; and chief accounting officer.

2.28   SEVERANCE BENEFITS means the post-employment compensation and benefits to
       be provided to the Executive by the Company in as set forth in Section 6.

2.29   SEVERANCE PAYMENT - see Section 6.1.


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                                                    EXECUTIVE:  ERIC J. PULASKI


2.30   TERMINATION DATE means the effective date of a termination of the
       Employment by either the Company or the Executive.

2.31   TRIBUNAL means an arbitration panel, court, or other body of competent
       jurisdiction that is deciding a matter relating to this Agreement.

3.     EMPLOYMENT.

3.1    Position; Office. Subject to the terms and conditions hereinafter set
       forth, the Company hereby agrees to employ the Executive, and the
       Executive hereby agrees to serve the Company, in the Office and Position
       referred to in Schedule 1.

       (a) The Executive will (i) devote his full time, attention, and energies
           to the business of the Company and will diligently and to the best of
           his ability perform all duties incident to his Employment hereunder;
           (ii) use his best efforts to promote the interests and goodwill of
           the Company; (iii) perform such other duties commensurate with the
           Office and Position as the Chief Executive Officer of the Company may
           from time-to-time assign to the Executive.

       (b) This Section 3.1 shall not be construed as preventing the Executive
           from (i) serving on corporate, civic or charitable boards or
           committees (only with the prior approval of the chief executive
           officer of the Company in the case of corporate boards), (ii)
           engaging in other business activities that do not represent a
           conflict of interest with the full execution of his duties to the
           Company, or (iii) making investments in other businesses or
           enterprises; provided that in no event shall any -------- such
           service, business activity or investment require the provision of
           substantial services by the Executive to the operations or the
           affairs of such businesses or enterprises such that the provision
           thereof would interfere in any respect with the performance of the
           Executive's duties hereunder.

3.2    Office Space, Equipment, etc. The Company shall provide the Executive
       with office space, related facilities, equipment, and support personnel
       that are commensurate with the Office and Position.

3.3      Expense Reimbursement.

       (a) The Company will timely reimburse the Executive for reasonable
           business expenses incurred by the Executive in connection with the
           Employment in accordance with the Company's then-current policies.

       (b) Without limiting Section 2.17(b) (Good Reason includes relocation
           without consent), or this Section 3.3, if the Company determines that
           the Executive shall be relocated, then the Company shall, in
           connection with such relocation, pay or reimburse the Executive for
           all reasonable moving expenses incurred by the Executive.

4.     COMPENSATION AND BENEFITS DURING EMPLOYMENT.  During the Employment, the
       Company shall provide compensation and benefits to the Executive as
       follows.

4.1    Base Salary. The Company shall pay the Executive a base salary at a rate
       (before deductions, e.g., for employee-paid insurance premiums;
       deferrals, e.g., for flex-plan contributions; or withholding)


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                                                    EXECUTIVE:  ERIC J. PULASKI

       not less than the Base Salary rate set forth in Schedule 1. If the
       Company in its sole discretion increases the Executive's base salary,
       then such increased salary shall be deemed the Base Salary for all
       purposes hereunder. All salary payments shall be made in accordance with
       the normal payroll practices of the Company but in no less than equal
       semi-monthly installments, less withholding or deductions required by law
       or agreed to by the Executive.

4.2    Annual Bonus. In addition to the Base Salary, the Executive will
       participate in the Company's Corporate Bonus Plan. Executive will be paid
       his Bonus Potential Earned pursuant to terms of the Corporate Bonus Plan
       based on his Bonus Potential At Target and his actual performance during
       the bonus period. The Bonus Potential Earned, if any, will be paid in
       full in cash at the same time as the payment of annual bonuses under the
       Corporate Bonus Plan are made to other participants in the plan, with
       such time to be determined by the Company in its discretion but in no
       event later than (i) 15 days following the completion of the Company's
       annual audit or (ii) the date that the Bonus Potential Earned must be
       paid in order to be deductible by the Company for U.S. federal income tax
       purposes for the tax year in which the Bonus Potential Earned was earned,
       whichever is later.

4.3    Benefits. The Executive shall, upon satisfaction of legal or applicable
       third-party provider eligibility requirements with respect thereto, be
       entitled to participate in all Benefits now or hereafter in effect or
       that are hereafter made available to the Company's employees generally.
       The previous sentence shall not be construed as limiting the Company's
       right, in its sole discretion, to add to, reduce, modify, or eliminate
       any such Benefit. In addition, the Company shall maintain for the
       Executive any specific benefits set forth in Schedule 1.

4.4    Vacation; Holidays; Sick Leave. During the Employment the Executive shall
       be entitled to sick leave, holidays, and an annual vacation, all in
       accordance with the regular policy of the Company for its Senior
       Executives (but in no event less than the minimum annual vacation set
       forth in Schedule 1), during which time his compensation and benefits
       shall be paid or provided in full.

4.5    Annual Compensation Review. At least annually during the Employment, the
       Company shall review with the Executive the Base Salary, the Bonus
       Potential At Target, and all other forms of compensation, which the
       Executive is then receiving (or, in the case of contingent compensation,
       for which the Executive is a participant in the applicable plan). The
       Base Salary may be increased (but not decreased) from time to time as
       determined by the Company's board of directors or the compensation
       committee thereof. The Executive's Bonus Potential At Target shall be
       automatically increased by the same percentage as any increase in the
       Base Salary as provided in Section 4.1. Any increase in Base Salary shall
       not limit or reduce any other obligation of the Company to the Executive
       under this Agreement. The Base Salary may not be decreased without the
       Executive's express prior written consent.

5.     TERMINATION OF EMPLOYMENT.

5.1    At-Will Employment; Termination Date. The Executive will be an "at will"
       employee during the entire time of the Employment. Either the Company or
       the Executive may terminate the Employment at any time, for any reason or
       no reason, with or without cause. Any such termination shall be by notice
       in accordance with this Agreement. The Termination Date of the Employment
       will be


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                                                    EXECUTIVE:  ERIC J. PULASKI


       the termination date stated in the Company's notice of termination to the
       Executive or in the Executive's notice of resignation to the Company, as
       applicable.

5.2    Notice of Resignation; Waiver of Notice Period. If the Executive resigns
       from the Company, the Executive will give the Company at least two (2)
       weeks' prior notice of resignation. The Company may in its discretion
       waive any notice period stated in the Executive's notice of resignation,
       in which case the Termination Date of the Employment will be the date of
       such waiver.

5.3    No Termination of Agreement Per Se. Termination of the Employment will
       not terminate this Agreement per se; to the extent that either party has
       any right under applicable law to terminate this Agreement, any such
       termination of this Agreement shall be deemed solely to be a termination
       of the Employment without affecting any other right or obligation
       hereunder except as provided herein in connection with termination of the
       Employment.

5.4    Termination for Disability. If the Company determines in good faith that
       the Executive has become subject to a Disability during the Employment
       (pursuant to the definition of Disability as set forth in this Agreement)
       and that it intends to terminate the Employment for that reason, then it
       shall give to the Executive written notice in accordance with this
       Agreement of its intention to terminate the Executive's employment. If
       the Company gives the Executive such written notice, the Executive's
       Employment shall terminate effective on the 30th day after receipt of
       such notice by the Executive, provided that, within such 30-day period,
       the Executive has not returned to full-time performance of the
       Executive's duties.

5.5    Exit Interview. If the Employment is terminated for any reason other than
       death, then to help the Company protect its intellectual property rights
       and other interests, the Executive shall cooperate in such exit-interview
       procedures as may be reasonably requested by the Company and are in
       keeping with the Company's employment and termination policies for all
       employees, including but not limited to providing the Company with
       reasonably complete and accurate information about any plans the
       Executive may have for future employment to the extent such information
       directly relates to the Company's protection of its intellectual property
       rights. The Company shall complete this exit-interview process within 30
       days after the Termination Date.

5.6    Transition of Email, etc. If the Employment is terminated by either the
       Executive or the Company, the Company will provide reasonable cooperation
       in (i) permitting the Executive to copy or remove the Executive's
       personal files (not including Company confidential information) from the
       Executive's computer and office, and (ii) arranging for any personal
       emails or phone messages to be forwarded to the Executive.

5.7    Payments Following Termination . If the Employment is terminated for any
       reason, either by the Company or by the Executive's resignation, then the
       Company shall pay the Executive the following amounts as part of the
       Company's next regular payroll cycle but in no event later than thirty
       (30) days after the Termination Date, to the extent that the same have
       not already been paid:

       (a) any and all salary and vacation pay earned through the Termination
           Date; and

       (b) any reimbursable expenses properly reported by the Executive.


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                                                    EXECUTIVE:  ERIC J. PULASKI


       The Company shall also pay any Bonus Potential Earned at the same time
       that payments are made to other participants in the Corporate Bonus Plan.

6.     SEVERANCE BENEFITS UPON CERTAIN TERMINATIONS

6.1    Severance Payment. If (1) the Employment is terminated by the Company
       other than for Cause, or (2) the Executive resigns for Good Reason, or
       (3) the Executive dies, then:

       (a) the Company shall pay to the Executive, if living, an amount (the
           "SEVERANCE PAYMENT") equal to one (1) times the highest Base Salary
           in effect (i) during the 12 months immediately prior to the
           Termination Date or (ii) during the Employment, if the Employment has
           lasted less than 12 months. The Severance Payment shall be paid in
           equal, twice-monthly installments over a period of 12 months after
           the Termination Date;

       (b) if the Executive is not living, then the Severance Payment shall be
           paid to the Executive's heir(s), assign(s), successor(s)-in-interest,
           or legal representative(s), in the same manner as specified in
           subparagraph (a); and

       (c) as a condition to providing the Executive with the Severance Payment,
           the Company, in its sole discretion, may require the Executive to
           first execute a release, in the form attached hereto as Exhibit A

6.2    Continuation of Insurance and Related Benefits.  If (1) the Employment
       is terminated by the Company other than for Cause, or (2) the Executive
       resigns for Good Reason, or (3) the Executive dies, then:

       (a) The Company shall, to the greatest extent permitted by applicable law
           and the terms and conditions of the applicable insurance or benefit
           plan, maintain the Executive (if living) and the Executive's
           dependents as participants in the life, health, dental, accident,
           disability insurance, and similar benefit plans offered to (and on
           the same terms as) other Senior Executives until the 12-month
           anniversary of the Termination Date.

       (b) To the extent that applicable law or the terms and conditions of the
           applicable insurance or benefit plan do not permit the Company to
           comply with subparagraph (a), the Company shall reimburse the
           Executive (if living) and the Executive's dependents, for all
           expenses incurred by any of them in maintaining the same levels of
           coverage under COBRA as in the plans referred to in subparagraph (a),
           for the same period as provided in subparagraph (a), but solely to
           the extent that such expenses exceed the deduction or amount that
           would have been required to be paid by the Executive for such
           coverage if the Employment had not been terminated.

       (c) If Employment is terminated by the Executive's death, or if the
           Executive dies before the expiration of the Company's obligation
           under this Section 6.2, then the Company shall continue to maintain
           coverage for the Executive's dependents under all insurance plans
           referred to in this Section 6.2 for which such dependents had
           coverage as of the date of the Executive's


                                                                         Page 9

                                                    EXECUTIVE:  ERIC J. PULASKI


           death, at the same coverage levels and for the same period of time as
           would have been required had the Executive not died.


(d)            Following the expiration of such coverage period by the Company
               the Executive (if living) and the Executive's dependents will be
               entitled to elect to maintain coverage under such insurance- and
               benefit plans in accordance with COBRA to the fullest extent
               available under law.

6.3    D&O Insurance and Indemnification. Through at least the tenth anniversary
       of the Termination Date, the Company shall maintain coverage for the
       Executive as an additional insured on all directors' and officers'
       insurance maintained by the Company for the benefit of its directors and
       officers on at least the same basis as all other covered individuals and
       provide the Executive with at least the same corporate indemnification as
       it provides to other Senior Executives.

6.4    No Other Severance Benefits. Other than as described above in this
       Section 6.2, the Executive shall not be entitled to any payment, benefit,
       damages, award or compensation in connection with termination of the
       Employment, by either the Company or the Executive, except as may be
       expressly provided in another written agreement, if any, executed by the
       Executive and by an authorized officer of the Company. Neither the
       Executive nor the Company is obligated to enter into any such other
       written agreement.

6.5    No Waiver of ERISA-Related Rights. Nothing in this Agreement shall be
       construed to be a waiver by the Executive of any benefits accrued for or
       due to the Executive under any employee benefit plan (as such term is
       defined in the Employees' Retirement Income Security Act of 1974, as
       amended) maintained by the Company, if any, except that the Executive
       shall not be entitled to any severance benefits pursuant to any severance
       plan or program of the Company other than as provided herein.

6.6    Mitigation Not Required. The Executive shall not be required to mitigate
       the amount of any payment or benefit which is to be paid or provided by
       the Company pursuant to this Section 6. Any remuneration received by the
       Executive from a third party following termination of the Employment
       shall not apply to reduce the Company's obligations to make payments or
       provide benefits hereunder.

7.     TAX WITHHOLDING. Notwithstanding any other provision of this Agreement,
       the Company may withhold from amounts payable under this Agreement, or
       under any other agreement between the Executive and the Company, all
       federal, state, local and foreign taxes that are required to be withheld
       by applicable laws or regulations.

8.       CONFIDENTIAL INFORMATION.

8.1    The Executive acknowledges that the law provides the Company with
       protection for its trade secrets and confidential information. The
       Executive will not disclose, directly or indirectly, any Confidential
       Information without authorization from the Company's management. The
       Executive will not use any Confidential Information in any way, either
       during or after the Employment with the Company, except as required in
       the course of the Employment.

8.2    The Executive will strictly adhere to any obligations that may be owed to
       former employers insofar as the Executive's use or disclosure of their
       confidential information is concerned.

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                                                    EXECUTIVE:  ERIC J. PULASKI


8.3    All originals and all copies of any drawings, blueprints, manuals,
       reports, computer programs or data, notebooks, notes, photographs, and
       all other recorded, written, or printed matter relating to research,
       manufacturing operations, or business of the Company made or received by
       the Executive during the Employment are the property of the Company. Upon
       any termination of the Employment, regardless of the circumstances, the
       Executive will immediately deliver to the Company all property of the
       Company which may still be in the Executive's possession. The Executive
       will not remove or assist in removing such property from the Company's
       premises under any circumstances, either during the Employment or after
       termination thereof, except as authorized by the Company management.

9.     OWNERSHIP OF INTELLECTUAL PROPERTY.  The following provisions apply
       except to the extent, if any, expressly stated otherwise in Schedule 1.

9.1    The Company will be the sole owner of any and all BindView Inventions and
       BindView Materials which the Executive participates in inventing or
       developing in any way. The Executive will promptly disclose to the
       Company, or its nominee(s), without additional compensation, all BindView
       Inventions and BindView Materials. The Executive will assist the Company,
       at the Company's expense, in protecting any intellectual property rights
       that may be available anywhere in the world for BindView Inventions and
       BindView Materials, including but not limited to signing U.S. or foreign
       patent applications, oaths or declarations relating to such patent
       applications, and similar documents. To the extent that any BindView
       Invention or BindView Materials are eligible under applicable law to be
       deemed a "work made for hire," or otherwise to be owned automatically by
       the Company, the same will be deemed as such, without additional
       compensation to the Executive.

9.2    To the extent that, as a matter of law, the Executive retains any
       so-called "moral rights" or similar rights as in any BindView Invention
       or BindView Materials, the Executive authorizes the Company or its
       designee to make any changes it desires to any part of the same; to
       combine any such part with other materials; and to withhold the
       Executive's identity in connection with any business operations relating
       to the same; in any case without additional compensation to the
       Executive.

10.      NONCOMPETITION COVENANT.

10.1   The Company agrees to provide the Executive, during the Employment, with
       on-going access to pre-existing and new Confidential Information
       commensurate with the Executive's duties, including but not limited to
       access to appropriate portions of the Company's computer network. To aid
       in the protection of the Company's legitimate interests in such
       Confidential Information, and further in consideration of the Company's
       agreement hereunder to provide the Executive with Severance Benefits, the
       Executive agrees that, beginning on the date that the Company first
       provides the Executive with such access in any form, and ending one year
       thereafter (subject to tolling as provided in Section 10.4), unless the
       Company in its sole discretion gives its prior written consent, the
       Executive will not, directly or indirectly:

(a)            participate, for himself or on behalf of any other Person, in any
               business that competes with any BindView Business anywhere in the
               world, where the Executive's Employment related in any way to
               such BindView Business. As used in the previous sentence,
               "participate"


                                                                        Page 11

                                                    EXECUTIVE:  ERIC J. PULASKI


           includes but is not limited to permitting the Executive's name
           directly or indirectly to be used by or to become associated with
           any other Person (including as an advisor, representative, agent,
           promoter, independent contractor, provider of personal services or
           otherwise) in connection with such competing business;

       (b) interfere, directly or indirectly, with the relationship between any
           BindView Company and its employees by inducing any such employee to
           terminate his or her employment;

       (c) solicit for employment, directly or indirectly, on behalf of the
           Executive or any other Person, any person who is at the time in
           question, or at any time in the then-past three-month period has
           been, an employee of any of the BindView Companies; or

       (d) induce or assist any other Person to engage in any of the activities
           described in subparagraphs (i) through (iii).

10.2   The Executive acknowledges that the Company would not permit the
       Executive to have or to continue to have access to Confidential
       Information without the Executive's agreement to the restrictions in
       Section 10.1. The Executive further acknowledges and agrees that: (i) the
       restrictions in Section 10.1 are fair and reasonable and the result of
       negotiation, relate to special, unique and extraordinary matters.

10.3   If the Executive has never been provided with any access to Confidential
       Information at the time the Employment is terminated (including but not
       limited to never having been provided access to an email account or other
       access to a computer network of any BindView Company), then the Executive
       will be automatically released from the restrictions in Section 10.1.
       Such release will be the Executive's EXCLUSIVE REMEDY for any actual or
       alleged breach of this Agreement by the Company in not providing such
       access.

10.4   If the Executive violates the restrictions set forth in Section 10.1, and
       the Company brings a legal action for injunctive or other relief, the
       Company shall not be deprived of the benefit of those restrictions.
       Accordingly, the restrictions in Section 10.1 will be tolled during any
       period in which the Executive violates any of such restrictions until the
       date of entry by a court of competent jurisdiction of a final judgment
       enforcing such restrictions in Section 10.1, as written or as modified by
       the court.

10.5   The Company will not unreasonably withhold its consent under Section 10.1
       to the Executive's employment, after the Employment, by a corporation
       that competes with one or more of the BindView Companies, but only if,
       before starting the new employment, the Executive provides the Company
       with a document reasonably satisfactory to the Company, signed by both
       the Executive and such corporation, containing (i) a written description
       of the Executive's duties in the new job, and (ii) specific assurances
       that in the new job the Executive will neither use nor disclose
       Confidential Information of any BindView Company.

10.6   The Executive may acquire a direct or indirect ownership interest of not
       more than 5% of the outstanding securities of any corporation which is
       engaged in activities prohibited by Section 10.1 which is listed on any
       recognized securities exchange or traded in the over-the-counter market


                                                                        Page 12

                                                    EXECUTIVE:  ERIC J. PULASKI


       in the United States, provided that such investment is of a totally
       passive nature and does not involve the Executive's devoting time to the
       management or operations of such corporation.

10.7   If a Tribunal determines that any of the restrictions set forth in
       Section 10.1 is unreasonably broad or otherwise unenforceable under
       applicable law, then (i) such determination shall be binding only within
       the geographical jurisdiction of the Tribunal, and (ii) the restriction
       will not be terminated or rendered unenforceable, but instead will be
       reformed (solely for enforcement within the geographic jurisdiction of
       the Tribunal) to the minimum extent required to render it enforceable.

11.    EMPLOYEE HANDBOOKS, ETC. From time to time, the Company may, in its
       discretion, establish, maintain and distribute employee manuals or
       handbooks or personnel policy manuals, and officers or other
       representatives of the Company may make written or oral statements
       relating to personnel policies and procedures. The Executive will adhere
       to and follow all rules, regulations, and policies of the Company set
       forth in such manuals, handbooks, or statements as they now exist or may
       later be amended or modified. Such manuals, handbooks and statements do
       not constitute a part of this Agreement nor a separate contract, and
       shall not be deemed as amending this Agreement or as creating any binding
       obligation on the part of the Company, but are intended only for general
       guidance.

12.    ARBITRATION.

12.1   Except as set forth in Section 12.3 or to the extent prohibited by
       applicable law, any dispute, controversy or claim arising out of (by
       statute, common law, or otherwise) or relating to (i) this Agreement or
       its interpretation, performance, or alleged breach, or (ii) the
       Employment, including but not limited to its commencement and its
       termination, will be submitted to binding arbitration before a single
       arbitrator in accordance with the National Rules for the Resolution of
       Employment Disputes of the American Arbitration Association (AAA) in
       effect on the date of the demand for arbitration.

12.2   The arbitration shall take place before a single arbitrator, who will
       preferably but not necessarily (x) be a practicing attorney, and (y) have
       at least five years' experience in working in or with computer software
       companies. Unless otherwise agreed by the parties, the arbitration shall
       take place in the city in which the Executive's principal office space is
       located at the time of the dispute or was located at the time of
       termination of the Employment (if applicable). Unless otherwise agreed by
       the parties, the Company will pay all reasonable fees and expenses
       charged by the arbitrator and the AAA but will not pay the Executive's
       fees or expenses associated with the arbitration. The arbitrator is
       hereby directed to take all reasonable measures not inconsistent with the
       interests of justice to expedite, and minimize the cost of, the
       arbitration proceedings. Judgment upon the award rendered by the
       arbitrator may be entered in any court having jurisdiction.

12.3   To protect Inventions, trade secrets, or other confidential information,
       the Company may seek temporary, preliminary, and permanent injunctive
       relief in a court of competent jurisdiction, including but not limited to
       an injunction enforcing the provisions of Sections 8, 9, and 10, in each
       case, without waiving its right to arbitration.


                                                                        Page 13

                                                    EXECUTIVE:  ERIC J. PULASKI


12.4   At the request of either party, the arbitrator may take any interim
       measures s/he deems necessary with respect to the subject matter of the
       dispute, including measures for the preservation of confidentiality set
       forth in this Agreement.

13.      OTHER PROVISIONS.

13.1   This Agreement shall inure to the benefit of and be binding upon (i) the
       Company and its successors and assigns and (ii) the Executive and the
       Executive's heirs and legal representatives, except that the Executive's
       duties and responsibilities under this Agreement are of a personal nature
       and will not be assignable or delegable in whole or in part without the
       Company's prior written consent.

13.2   The Executive represents and warrants (i) that he has no obligations,
       contractual or otherwise, inconsistent with the Executive's obligations
       set forth in this Agreement, and (ii) that all of his responses to any
       requests, by or on behalf of the Company, for information and/or
       documents, in connection with the Company's hiring of the Executive
       and/or with the negotiation of this Agreement, are truthful and complete.

13.3   All notices and statements with respect to this Agreement must be in
       writing and shall be delivered by certified mail return receipt
       requested; hand delivery with written acknowledgment of receipt; or
       overnight courier with delivery-tracking capability. Notices to the
       Company shall be addressed to the Company's general counsel or chief
       executive officer at the Company's then-current Principal Operating
       Offices. Notices to the Executive may be delivered to the Executive in
       person or to the Executive's then-current home address as indicated on
       the Executive's pay stubs or, if no address is so indicated, as set forth
       in the Company's payroll records. A party may change its address for
       notice by the giving of notice thereof in the manner hereinabove
       provided.

13.4   If the Executive Resigns for Good Reason because of (i) the Company's
       failure to pay the Executive on a timely basis the amounts to which he is
       entitled under this Agreement or (ii) any other breach of this Agreement
       by Company, then the Company shall pay all amounts and damages to which
       the Executive may be entitled as a result of such failure or breach,
       including interest thereon at the maximum non-usurious rate and all
       reasonable legal fees and expenses and other costs incurred by the
       Executive to enforce the Executive's rights hereunder and the Executive
       will be relieved of all obligations under Section 10 (noncompetition).

13.5   This Agreement sets forth the entire present agreement of the parties
       concerning the subjects covered herein; there are no promises,
       understandings, representations, or warranties of any kind concerning
       those subjects except as expressly set forth in this Agreement.

13.6   Any modification of this Agreement must be in writing and signed by all
       parties; any attempt to modify this Agreement, orally or in writing, not
       executed by all parties will be void.

13.7   If any provision of this Agreement, or its application to anyone or under
       any circumstances, is adjudicated to be invalid or unenforceable in any
       jurisdiction, such invalidity or unenforceability will not affect any
       other provision or application of this Agreement which can be given
       effect without the invalid or unenforceable provision or application and
       will not invalidate or render unenforceable such provision or application
       in any other jurisdiction.


                                                                        Page 14

                                                    EXECUTIVE:  ERIC J. PULASKI


13.8   This Agreement will be governed and interpreted under the laws of the
       United States of America and of the State of Texas law as applied to
       contracts made and carried out in entirely Texas by residents of that
       State.

13.9   No failure on the part of any party to enforce any provisions of this
      Agreement will act as a waiver of the right to enforce that provision.

13.10  Termination of the Employment, with or without Cause, will not affect the
       continued enforceability of this Agreement.

13.11  Section headings are for convenience only and shall not define or limit
       the provisions of this Agreement.

13.12  This Agreement may be executed in several counterparts, each of which is
       an original. It shall not be necessary in making proof of this Agreement
       or any counterpart hereof to produce or account for any of the other
       counterparts. A copy of this Agreement manually signed by one party and
       transmitted to the other party by FAX or in image form via email shall be
       deemed to have been executed and delivered by the signing party as though
       an original. A photocopy of this Agreement shall be effective as an
       original for all purposes.


SCHEDULE 1

Effective Date                                  December 30, 2002
-------------------------------------------------------------------------------
Office                                          Chairman and President
-------------------------------------------------------------------------------
Position                                        Chief Executive Officer
-------------------------------------------------------------------------------
Base Salary                                     $ 225,000 per year
-------------------------------------------------------------------------------
Bonus Potential At Target                       $ 249,750
-------------------------------------------------------------------------------
Minimum annual vacation                         20 business days
-------------------------------------------------------------------------------
Specific benefits                               Reserved parking space
-------------------------------------------------------------------------------

Page 15

EXECUTIVE: ERIC J. PULASKI

THIS AGREEMENT CONTAINS PROVISIONS REQUIRING BINDING ARBITRATION OF DISPUTES, WHICH HAVE THE EFFECT OF WAIVING EACH PARTY'S RIGHT TO A JURY TRIAL. By signing this Agreement, the Executive acknowledges that the Executive (1) has read and understood the entire Agreement; (2) has received a copy of it (3) has had the opportunity to ask questions and consult counsel or other advisors about its terms; and (4) agrees to be bound by it. Executed and effective as of the Effective Date.

BINDVIEW CORPORATION, BY:                         EXECUTIVE


---------------------------                       ---------------------------
Edward L. Pierce, Senior Vice                     Signature
President and Chief Financial
Officer


                                                                        Page 16

                                                    EXECUTIVE:  ERIC J. PULASKI

EXHIBIT A
FORM OF GENERAL RELEASE

I, the undersigned, execute this release ("Release") in consideration of, and as a condition precedent to, my being provided certain Severance Benefits pursuant to an Executive Employment Agreement, between myself (referred to therein as the "Executive") and BINDVIEW CORPORATION ("BindView").

1. On behalf of myself, my attorneys, heirs, executors, administrators, successors, and assigns, I hereby fully release and discharge BindView, its parent, subsidiary, and affiliate corporations, and related companies, as well as all predecessors, successors, assigns, directors, officers, partners, agents, employees, former employees, heirs, executors, attorneys, and administrators (hereinafter "BindView, et al."), from all suits, causes of action, and/or claims of any nature whatsoever, whether known, unknown, or unforeseen, which I have or may have against BindView, et al., arising out of any event, transaction, or matter that occurred before the date of my signing of this Release. I covenant that neither I, nor any person, organization, or other entity on my behalf, will sue BindView, et al., or initiate any type of action for damages, against BindView, et al. with respect to any event, transaction, or matter that occurred before the date of my signing of this Release. I understand and agree that this Release is a GENERAL RELEASE.

2. This Release specifically includes, but is not limited to, a release of all claims of breach of contract, employment discrimination, (including, but not limited to, discrimination on the basis of race, sex, religion, national origin, age, disability or any other protected status, and coming within the scope of Title VII of the U.S. Civil Rights Act, as amended, the U.S. Age Discrimination in Employment Act, as amended, the U.S. Older Workers Benefit Protection Act, or any other applicable state or federal statute in any U.S. of foreign jurisdiction), claims concerning recruitment, hiring, salary rate, stock options, severance pay, wages or benefits due, employment status, libel, slander, defamation, intentional or negligent misrepresentation and/or infliction of emotional distress, together with any and all tort, contract, or other claims which might have been asserted by my or on my behalf in any suit, charge of discrimination, or claim against BindView, et al.

3. If I have passed my fortieth (40th) birthday, I acknowledge that:

a. I have been given an opportunity of forty-five (45) days to consider this Release and that I have been encouraged by BindView to discuss its terms with legal counsel of my own choosing and at my own expense;

b. For a period of seven (7) days following my execution of this Release, I will have the right (referred to herein as the "Revocation Right") to revoke my waiver of claims arising under the Age Discrimination in Employment Act ("ADEA"), a U.S. federal statute that prohibits employers from discriminating against employees who are over the age of 40. If I wish to exercise the Revocation Right:

i. I must inform BindView by delivering a written notice of revocation to BindView's Houston office, attention: General Counsel, no later than 5:00 p.m. on the seventh calendar day after the date written by my signature below; and

Page 17

EXECUTIVE: ERIC J. PULASKI

ii. If I do so, then (a) the Release shall be voided as to claims arising under the ADEA, but (b) the Release shall remain in full force and effect as to any and all other claims.

4. I agree that except as expressly provided otherwise herein, this Release may not be released, discharged, abandoned, supplemented, changed, or modified in any manner, except by an instrument in writing signed by me and a duly authorized member of the management of BindView.

Date:
      -------------------------                     ---------------------------
                                                    [Signature]


                                                    ---------------------------
                                                    Printed Name

Page 18

EXHIBIT 10.46

December 31, 2002

PERSONAL AND CONFIDENTIAL

Mr. David S. Flame
3223 Nottingham
Houston, TX 77005

Dear David:

I am pleased to offer you the position of Vice President Sales - Americas based in Houston, Texas for BindView Corporation (the "Company" or "BindView"). Subject to certain terms and conditions, the elements of your compensation package are as follows:

This offer shall be null and void if not executed and returned to BindView prior to January 3, 2003.

Your effective hire date will be December 31, 2002.

Your beginning base salary will be $14,583.34 per month (equating to an annualized base salary of $175,000). In addition and subject to your achieving mutually agreed upon target revenue and profitability goals, you will also be eligible to receive commissions for total on target earnings of $400,000 per year.

Provided you remain with the company, you will be guaranteed commissions of $14,062.50 per month for your first four (4) months of employment. If you should you terminate your employment for any reason within the first six (6) months following your effective date, you will be required to repay any amounts received as part of such guaranteed commissions in full.

Subject to the approval of BindView's Board of Directors, you will be eligible to receive a stock option grant exercisable for 200,000 shares of the Company's Common Stock under the BindView Omnibus Incentive Plan, or such other plan that may be in effect at the time of the Board's approval of your stock option grant.

Your options will vest in accordance with the terms of your option agreement and will have an exercise price equal to the fair market value per share of BindView Common Stock (as defined in the applicable option plan) on the date the option is approved by the Company's Board of Directors. The date of such approval is expected to be on or about the 5th trading day of the month following your effective hire date.

Subject to eligibility guidelines, you may participate in the Company-sponsored
401(k) Plan and Employee Stock Purchase Plan. In accordance with Company policy, you will be eligible to enroll in each plan at the next scheduled entrance date following your effective hire date.


David S. Flame
December 31, 2002

Page 2 of 2

Subject to eligibility guidelines and Company policy, insurance and benefits coverage (as described in the New Hire Packet) will be available to you. Currently, these benefits include medical and dental insurance, vision, life, accidental death and dismemberment and short and long term disability. Your portion of the cost of benefit coverage will be that component paid by similarly situated employees, and may change from time to time.

These benefits and others for which you may be eligible will be explained to you in detail at an enrollment session, which you will be invited to attend shortly after beginning your employment.

You acknowledge that as a condition to your employment with BindView, you will be required to execute various documents including the following:

o Executive Employment Agreement, which includes among other things a non-competition covenant and provisions governing severance

o Change of Control Agreement

o Insider Trading Policy

o Receipt and acknowledgement of the Company's Employee Manual

o Stock Option Agreement

Please contact Julie Dalton at 713-561-4207 if you have any questions.

This offer does not guarantee employment for a specified term and is not to be construed as a contract limiting the prerogative of the Company to terminate the employment relationship between you and the Company, with or without cause and with or without notice at any time.

If the terms of this letter are acceptable to you, please acknowledge by signing in the space provided below and returning one original to Julie Dalton, while keeping the additional copy for your records.

All of us at BindView Corporation look forward to having you join our team.

Sincerely,

Eric Pulaski
Chairman of the Board, President and CEO BindView Corporation

AGREED AND ACCEPTED:


David S. Flame Date

EXHIBIT 10.47

November 9, 2002

PERSONAL AND CONFIDENTIAL

Mr. David Lloyd
The Well House
South Weirs
Brockenhurst
SO42 7UQ
United Kingdom

Dear David:

I am pleased to offer you the position of Vice President of International Sales for BindView Corporation (the "Company" or "BindView"). Subject to certain terms and conditions, the elements of your compensation package are as follows:

This offer shall be null and void if not countersigned and returned to BindView prior to November 15, 2002.

Effective hire date is expected to be December 1, 2002. You will be based in the offices of BindView UK Ltd., the Company's UK subsidiary.

Your base compensation will be the pound equivalent of US $12,500 per month, paid as earned on a semi-monthly basis. Your first month's salary will be prorated based upon your effective hire date. You will be eligible to earn incentive-based compensation of up to the pound equivalent of US $100,000 upon satisfactory achievement of certain pre-determined targets. (The exchange rate for all US dollar amounts referred to in this letter will be the rate at December 1, 2002.)

Subject to the approval of BindView's Board of Directors, you will be eligible to receive a stock option grant exercisable for 50,000 shares. Your options will vest in accordance with the terms of your option agreement (four year vesting schedule: one fourth (1/4) of full number of shares vested after one year, with quarterly vesting thereafter). Your options will have an exercise price equal to the fair market value per share of BindView common stock (as defined in the applicable option plan) on the date the option is approved by the Company's Board of Directors. The date of such approval is expected to be on or about the 5th trading date of the month following your effective hire date.

In the event of your separation from the Company without cause or for good reason (as defined in your employment agreement), you will be entitled to receive a severance payment equal to 0.5 times your annual base salary (inclusive of any legally-required


Mr. David Lloyd
Offer Letter-Page 2 of 2
November 9, 2002

notice periods). If terminated following a change in control, you will also receive immediate vesting of any unvested options or equity awards.

You acknowledge that as a condition of your employment with BindView, you will be required to execute various documents including the following:

o BindView's standard employment agreement with UK addendum, including non-competition covenant, all governed by English law;

o Acknowledgement of BindView's insider trading policy;

o Acknowledgement of BindView's employee manual.

This offer does not guarantee employment for a specified term and is not to be construed as a contract limiting the prerogative of the Company to terminate the employment relationship between you and the Company, with or without cause and with or without notice at any time.

If the terms of this letter are acceptable to you, please acknowledge by signing in the space provided below and returning one original to me, while retaining the additional copy for your records.

All of us at BindView Corporation look forward to having you join our team.

Sincerely,

Eric Pulaski
President and
Chief Executive Officer
BindView Development Corporation

AGREED AND ACCEPTED:


David Lloyd

Date:

EXHIBIT 10.48

EXECUTIVE: GARY S. MARGOLIS

BINDVIEW CORPORATION

EXECUTIVE EMPLOYMENT AGREEMENT

THIS EXECUTIVE EMPLOYMENT AGREEMENT (this "AGREEMENT") is made between BindView Development Corporation, a Texas corporation (the "COMPANY"), and the "EXECUTIVE" identified above. Unless otherwise indicated, all references to Sections are to Sections in this Agreement. This Agreement, when executed by both the Executive and the Company, is effective as of the date written on the signature page ("EFFECTIVE DATE"). This Agreement replaces and supersedes any and all prior employment agreements between the Company and the Executive, but does not supersede or replace stock-option agreements, Benefit-related agreements, and the like. 1. BACKGROUND.

1.1 The Executive currently holds a senior executive position with the Company. As a result, the Executive has significant responsibility for the Company's management, profitability and growth. Likewise, the Executive possesses an intimate knowledge of the Company's business and affairs, including its policies, plans, methods, personnel, opportunities, and challenges.

1.2 The Compensation Committee of the Company's Board of Directors (the "Board") considers the continued employment of the Executive to be in the best interests of the Company and its shareholders. The Compensation Committee desires to structure the Executive's compensation to encourage the Executive to remain in service to the Company, in part by providing for certain severance benefits if the Executive's employment ends in certain specified ways.

2. DEFINITIONS. For purposes of this Agreement, the following terms have the meanings set forth below. Other defined terms have the meanings set forth in the provisions of this Agreement in which they are used.

2.1 BASE SALARY - see Section 4.1.

2.2 BENEFIT means any Company- provided or -sponsored pension plan, 401k plan, insurance plan, employee stock purchase plan, or other employee benefit plan, program or arrangement, made available to the Company's employees generally.

2.3 BINDVIEW BUSINESS is intentionally defined broadly in view of the Executive's senior position with the Company; it means (1) any business engaged in by the Company or any other BindView Company during the Executive's Employment, or (2) any other business as to which the Company or any other BindView Company has made demonstrable preparation to engage in during such Employment and (i) in which preparation the Executive materially participated, or (ii) concerning which preparation the Executive had access to Confidential Information.

2.4 BINDVIEW COMPANY or BINDVIEW COMPANIES means BindView and its affiliates. For purposes of this Agreement, (i) an affiliate of a Person is defined as any other Person that controls or is controlled by or is under common control with that Person, and (ii) control is defined as the direct or indirect ownership of at least fifty percent (50%) of the equity or beneficial interest in such Person


EXECUTIVE: GARY S. MARGOLIS

or the right to vote for or appoint a majority of the board of directors or other governing body of such Person.

2.5 BINDVIEW INVENTION means any Invention that is made, conceived, or reduced to practice by any person (in whole or in part, either alone or jointly with others, whether or not during regular working hours), whether or not potentially patentable or copyrightable in the U.S. or elsewhere, and the Invention either: (i) involves equipment, supplies, facilities, or trade secret information of any BindView Company; (ii) involves the time for which the person was compensated by any BindView Company; (iii) relates to any BindView Business; or (iv) results, in whole or in part, from work which the person performed for any BindView Company.

2.6 BINDVIEW MATERIALS means any and all reports, notes, emails, manuals, computer programs or data, photographs, and all other recorded, written, or printed matter, in any format (including but not limited to electronic and hard-copy formats), (i) that the Executive receives from any BindView Company, or (ii) that the Executive creates during the Employment and that relate to any BindView Business, or (iii) that contain Confidential Information of any BindView Company.

2.7 BONUS POTENTIAL AT TARGET means the bonus amount that would be earned by the Executive under the Corporate Bonus Plan if On-Target Performance has been achieved. The Executive's current Bonus Potential At Target is set forth in Schedule 1. Such bonus amount shall be automatically increased by the same percentage as any increase in Base Salary (see also Section 4.1), as well as any other increases in such bonus amount that the Company, in its sole discretion, may grant in the future. If such bonus amount is increased at any time, then the resulting increased bonus amount shall be deemed the Bonus Potential At Target for all purposes hereunder.

2.8 BONUS POTENTIAL EARNED means the amount of the Executive's Bonus Potential At Target that was earned during the bonus period in question. The amount earned will be equal to the Percent of Bonus Potential at Target Earned (as that term is used in the Corporate Bonus Plan) during the bonus period that corresponds to actual performance during that period, multiplied by the Executive's Bonus Potential At Target. The amount earned will be prorated for any bonus period the Executive was not employed by the Company for the entire bonus period based on the portion of the bonus period the Executive was employed by the Company. In no event will any portion of the Bonus Potential At Target be deemed to have been earned by the Executive if the Executive resigns other than for Good Reason or if the Employment is terminated for Cause.

2.9 CAUSE: As used in this Agreement:

(a) The term "Cause" or "for cause" or "with cause" (in upper or lower case) means only any one or more of the following except as excluded by subparagraph (b): (1) the Executive's conviction of a felony; (2) the Executive's willful, material and irreparable breach of this Agreement (other than for reason of illness or disability); (3) the Executive's gross negligence in the performance of, or intentional nonperformance of or inattention to, the Executive's material duties and responsibilities hereunder, continuing for thirty (30) days after receipt of written notice of need to cure the same; or (4) the Executive's willful dishonesty, fraud or material misconduct with respect to the business or affairs of the Company.

Page 2

EXECUTIVE: GARY S. MARGOLIS

       (b) The terms "Cause," "for cause," and "with cause" (in upper or lower
           case) shall not include any of the following: (1) bad judgment; (2)
           negligence other than gross negligence; (3) any act or omission that
           was based upon (i) authority given pursuant to a resolution duly
           adopted by the Board, (ii) instructions of the chief executive
           officer of the Company or (iii) the advice of counsel for the
           Company; or (4) any act or omission that the Executive believed in
           good faith to have been in the interest of the Company, without
           intent of the Executive to gain therefrom, directly or indirectly, a
           personal profit to which he was not legally entitled.

2.10   COBRA means the Consolidated Omnibus Budget Reconciliation Act, as the
       same may be amended from time to time, or any successor statute, together
       with any applicable regulations in effect at the time in question.

2.11   CONFIDENTIAL INFORMATION means information of any BindView Business that
       the Executive learns in the course of the Employment, other than
       information which the Executive can show: (i) was in the Executive's
       possession or within the Executive's knowledge before the Employment; or
       (ii) is or becomes generally known to persons who could take economic
       advantage of it, other than officers, directors, and employees of the
       BindView Companies, without breach of an obligation to a BindView
       Company; or (iii) the Executive obtained from a party having the right to
       disclose it without violation of an obligation to a BindView Company; or
       (iv) is required to be disclosed pursuant to legal process (e.g., a
       subpoena), provided that the Executive notifies the Company immediately
       upon receiving or becoming aware of the legal process in question. No
       combination of information will be deemed to be within any of the four
       exceptions (i) through (iv) in the previous sentence, however, whether or
       not the component parts of the combination are within one or more
       exceptions, unless the combination itself and its economic value and
       principles of operation are themselves within such an exception.

2.12   CORPORATE BONUS PLAN refers to the plan that provides for incentive-based
       annual corporate bonuses for all Company employees other than those paid
       sales commissions, or such other bonus plan as the Company may from time
       to time adopt in its sole discretion, for providing such incentive-based
       annual bonuses. The Corporate Bonus Plan shall establish the bonus levels
       by employee group and the Company- and employee-performance criteria
       required for specified bonus payment percentages to be earned. Any such
       employee-performance criteria which the Company makes applicable to the
       Executive shall be consistent with the Executive's Office and Position.

2.13   DAY, in upper or lower case, means a calendar day except as otherwise
       stated.

2.14   DESIGNATED OWNER means (i) the Company or (ii) if from time to time the
       Company designates one or more other BindView Companies to own certain
       inventions or other intellectual-property rights, such designated other
       BindView Company.

2.15   DISABILITY shall mean the inability of the Executive to perform his
       duties hereunder for a continuous period exceeding three months
       (excluding any leaves of absences approved by the Company), as a result
       of incapacity due to mental or physical injury or illness that is
       determined to be total and permanent by a physician selected by the
       Company or its insurers and acceptable to the Executive or the
       Executive's legal representative.


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                                                   EXECUTIVE:  GARY S. MARGOLIS


2.16     EMPLOYMENT  means the Executive's employment with the Company.

2.17   GOOD REASON means the occurrence of any one or more of the following
       events without the Executive's express prior written consent (see also
       the notice-and-cure provision in the definition of Resignation for Good
       Reason):

       (a) (1) removal of the Executive from the Office or Position, or (if
           re-election is required for the Executive to retain the Office or
           Position) failure to re-elect the Executive to the Office or
           Position; or (2) a material diminution in the Executive's Office,
           Position, status, duties, or responsibility from that held by the
           Executive immediately prior to such change; or (3) the assignment by
           the Company to the Executive of duties that are materially
           inconsistent with the Executive's Office or Position;

       (b) (1) the Company's requiring the Executive to perform a majority of
           his duties or to be permanently based outside of, or the moving of
           the Executive's principal office space from, the Company's Principal
           Operating Offices; or (2) the Company's requiring the Executive to be
           permanently based (meaning requiring the Executive to perform a
           majority of his duties for a period of more than 30 days) anywhere
           other than within 50 miles of the Executive's job location at the
           time that the directive for such relocation is made by the Company;

       (c) any Reduction in the Executive's Base Salary (except as provided in
           the next sentence), Bonus Potential At Target, or other compensation
           (including without limitation any Reduction of any non-contingent
           bonus- or incentive compensation for which the Executive is
           eligible). Notwithstanding the previous sentence, the Executive's
           Base Salary may be reduced by the Company one time during the
           Employment, if, and on condition that, such reduction is part of a
           uniform, across-the-board base salary reduction in which the same
           percentage reduction is applied to all Senior Executives;

       (d) failure to provide the Executive with any Benefit for which the
           Executive is eligible under the Benefit plan's requirements (and, if
           such Benefit in question is optional, which the Executive has elected
           to receive);

       (e) any failure of the Company to fulfill its obligations under this
           Agreement or under any stock or stock option agreement, change of
           control agreement, bonus, benefit or incentive plan or other
           agreement between the Executive and the Company (see also the
           notice-and-cure provision in the definition of Resignation for Good
           Reason);

       (f) failure of the Company to provide or maintain a Corporate Bonus Plan
           whereby the Executive may earn a bonus as set forth in Section 4.2;
           or

       (g) any purported termination by the Company of the Employment other than
           as expressly permitted by this Agreement.

2.18   INVENTION means any and all inventions, discoveries, and improvements,
       whether or not patentable, along with any and all materials and work
       product relating thereto.


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                                                   EXECUTIVE:  GARY S. MARGOLIS


2.19   OFFICE means the office in the Company set forth in Schedule 1. If the
       Company in its sole discretion promotes the Executive to a more senior
       office in the Company (e.g., vice president to senior vice president),
       then the such more senior office shall be deemed the Office for all
       purposes hereunder.

2.20   ON-TARGET PERFORMANCE means the point at which the requirements under the
       Corporate Bonus Plan necessary for a full payout of the Bonus Potential
       at Target have been achieved. The Company performance requirements
       necessary for a full payout will be the same for all employees
       participating in the Corporate Bonus Plan.

2.21   PERSON means a natural person, corporation, partnership, or other legal
       entity, or a joint venture of two or more of the foregoing.

2.22   POSITION means the area of responsibility so identified in Schedule 1. If
       the Company in its sole discretion increases the Executive's area of
       responsibility, then such increased area of responsibility shall be
       deemed the Position for all purposes hereunder.

2.23   PRINCIPAL OPERATING OFFICES means the office of the Company where the
       majority of the other most senior executives of the Company perform the
       majority of their respective duties.

2.24   REDUCTION, as applied to any aspect of the Executive's compensation or
       benefits, means any exclusion, discontinuance without comparable
       replacement, diminution, or reduction in the same as in effect
       immediately prior to such exclusion, discontinuance, diminution, or
       reduction.

2.25   RESIGN FOR GOOD REASON or Resignation for Good Reason means that all of
       the following occur:

       (a) the Executive notifies the Company in writing, or the Company
           notifies the Employee in writing, in accordance with the notice
           provisions of this Agreement or otherwise, of the occurrence of one
           or more events constituting Good Reason hereunder;

       (b) the Company fails to revoke, rescind, cancel, or cure the event (or
           if more than one, all such events) that was the subject of the
           notification under subparagraph (a) within 10 business days after
           such notice; and

       (c) within ten (10) business days after the end of the ten-business-day
           period described in subparagraph (b), the Executive delivers to the
           Company a notice of resignation in accordance with this Agreement.

2.26   SCHEDULE 1 means Schedule 1 set forth at the end of this Agreement above
       the parties' signatures.

2.27   SENIOR EXECUTIVES means the executives of the Company holding the
       following positions, by whatever title designated, and no others: chief
       executive officer; chief financial officer; chief technology officer;
       senior vice president of business development; senior vice president of
       worldwide marketing; vice president of worldwide sales; general counsel;
       and chief accounting officer.

2.28   SEVERANCE BENEFITS means the post-employment compensation and benefits
       to be provided to the Executive by the Company in as set forth in
       Section 6.

2.29   SEVERANCE PAYMENT - see Section 6.1.


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                                                   EXECUTIVE:  GARY S. MARGOLIS


2.30   TERMINATION DATE means the effective date of a termination of the
       Employment by either the Company or the Executive.

2.31   TRIBUNAL means an arbitration panel, court, or other body of competent
       jurisdiction that is deciding a matter relating to this Agreement.

3.     EMPLOYMENT.


3.1    Position; Office.  Subject to the terms and conditions hereinafter set
       forth, the Company hereby agrees to employ the Executive, and the
       Executive hereby agrees to serve the Company, in the Office and Position
       referred to in Schedule 1.

       (a) The Executive will (i) devote his full time, attention, and energies
           to the business of the Company and will diligently and to the best of
           his ability perform all duties incident to his Employment hereunder;
           (ii) use his best efforts to promote the interests and goodwill of
           the Company; (iii) perform such other duties commensurate with the
           Office and Position as the Chief Executive Officer of the Company may
           from time-to-time assign to the Executive.

       (b) This Section 3.1 shall not be construed as preventing the Executive
           from (i) serving on corporate, civic or charitable boards or
           committees (only with the prior approval of the chief executive
           officer of the Company in the case of corporate boards), (ii)
           engaging in other business activities that do not represent a
           conflict of interest with the full execution of his duties to the
           Company, or (iii) making investments in other businesses or
           enterprises; provided that in no event shall any such service,
           business activity or investment require the provision of substantial
           services by the Executive to the operations or the affairs of such
           businesses or enterprises such that the provision thereof would
           interfere in any respect with the performance of the Executive's
           duties hereunder.

3.2    Office Space, Equipment, etc. The Company shall provide the Executive
       with office space, related facilities, equipment, and support personnel
       that are commensurate with the Office and Position.

3.3    Expense Reimbursement.

       (a) The Company will timely reimburse the Executive for reasonable
           business expenses incurred by the Executive in connection with the
           Employment in accordance with the Company's then-current policies.

       (b) Without limiting Section 2.17(b) (Good Reason includes relocation
           without consent), or this Section 3.3, if the Company determines that
           the Executive shall be relocated, then the Company shall, in
           connection with such relocation, pay or reimburse the Executive for
           all reasonable moving expenses incurred by the Executive.

4.     COMPENSATION AND BENEFITS DURING EMPLOYMENT. During the Employment, the
       Company shall provide compensation and benefits to the Executive as
       follows.

4.1    Base Salary. The Company shall pay the Executive a base salary at a rate
       (before deductions, e.g., for employee-paid insurance premiums;
       deferrals, e.g., for flex-plan contributions; or withholding)


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                                                   EXECUTIVE:  GARY S. MARGOLIS


           not less than the Base Salary rate set forth in Schedule 1. If the
           Company in its sole discretion increases the Executive's base salary,
           then such increased salary shall be deemed the Base Salary for all
           purposes hereunder. All salary payments shall be made in accordance
           with the normal payroll practices of the Company but in no less than
           equal semi-monthly installments, less withholding or deductions
           required by law or agreed to by the Executive.

4.2    Annual Bonus. In addition to the Base Salary, the Executive will
       participate in the Company's Corporate Bonus Plan. Executive will be paid
       his Bonus Potential Earned pursuant to terms of the Corporate Bonus Plan
       based on his Bonus Potential At Target and his actual performance during
       the bonus period. The Bonus Potential Earned, if any, will be paid in
       full in cash at the same time as the payment of annual bonuses under the
       Corporate Bonus Plan are made to other participants in the plan, with
       such time to be determined by the Company in its discretion but in no
       event later than (i) 15 days following the completion of the Company's
       annual audit or (ii) the date that the Bonus Potential Earned must be
       paid in order to be deductible by the Company for U.S. federal income tax
       purposes for the tax year in which the Bonus Potential Earned was earned,
       whichever is later.

4.3    Benefits. The Executive shall, upon satisfaction of legal or applicable
       third-party provider eligibility requirements with respect thereto, be
       entitled to participate in all Benefits now or hereafter in effect or
       that are hereafter made available to the Company's employees generally.
       The previous sentence shall not be construed as limiting the Company's
       right, in its sole discretion, to add to, reduce, modify, or eliminate
       any such Benefit. In addition, the Company shall maintain for the
       Executive any specific benefits set forth in Schedule 1.

4.4    Vacation; Holidays; Sick Leave. During the Employment the Executive shall
       be entitled to sick leave, holidays, and an annual vacation, all in
       accordance with the regular policy of the Company for its Senior
       Executives (but in no event less than the minimum annual vacation set
       forth in Schedule 1), during which time his compensation and benefits
       shall be paid or provided in full.

4.5    Annual Compensation Review. At least annually during the Employment, the
       Company shall review with the Executive the Base Salary, the Bonus
       Potential At Target, and all other forms of compensation, which the
       Executive is then receiving (or, in the case of contingent compensation,
       for which the Executive is a participant in the applicable plan). The
       Base Salary may be increased (but not decreased) from time to time as
       determined by the Company's board of directors or the compensation
       committee thereof. The Executive's Bonus Potential At Target shall be
       automatically increased by the same percentage as any increase in the
       Base Salary as provided in Section 4.1. Any increase in Base Salary shall
       not limit or reduce any other obligation of the Company to the Executive
       under this Agreement. The Base Salary may not be decreased without the
       Executive's express prior written consent.

5.       TERMINATION OF EMPLOYMENT.

5.1    At-Will Employment; Termination Date. The Executive will be an "at will"
       employee during the entire time of the Employment. Either the Company or
       the Executive may terminate the Employment at any time, for any reason or
       no reason, with or without cause. Any such termination shall be by notice
       in accordance with this Agreement. The Termination Date of the Employment
       will be


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                                                   EXECUTIVE:  GARY S. MARGOLIS


           the termination date stated in the Company's notice of termination to
           the Executive or in the Executive's notice of resignation to the
           Company, as applicable.

5.2    Notice of Resignation; Waiver of Notice Period. If the Executive resigns
       from the Company, the Executive will give the Company at least two (2)
       weeks' prior notice of resignation. The Company may in its discretion
       waive any notice period stated in the Executive's notice of resignation,
       in which case the Termination Date of the Employment will be the date of
       such waiver.

5.3    No Termination of Agreement Per Se. Termination of the Employment will
       not terminate this Agreement per se; to the extent that either party has
       any right under applicable law to terminate this Agreement, any such
       termination of this Agreement shall be deemed solely to be a termination
       of the Employment without affecting any other right or obligation
       hereunder except as provided herein in connection with termination of the
       Employment.

5.4    Termination for Disability. If the Company determines in good faith that
       the Executive has become subject to a Disability during the Employment
       (pursuant to the definition of Disability as set forth in this Agreement)
       and that it intends to terminate the Employment for that reason, then it
       shall give to the Executive written notice in accordance with this
       Agreement of its intention to terminate the Executive's employment. If
       the Company gives the Executive such written notice, the Executive's
       Employment shall terminate effective on the 30th day after receipt of
       such notice by the Executive, provided that, within such 30-day period,
       the Executive has not returned to full-time performance of the
       Executive's duties.

5.5    Exit Interview. If the Employment is terminated for any reason other than
       death, then to help the Company protect its intellectual property rights
       and other interests, the Executive shall cooperate in such exit-interview
       procedures as may be reasonably requested by the Company and are in
       keeping with the Company's employment and termination policies for all
       employees, including but not limited to providing the Company with
       reasonably complete and accurate information about any plans the
       Executive may have for future employment to the extent such information
       directly relates to the Company's protection of its intellectual property
       rights. The Company shall complete this exit-interview process within 30
       days after the Termination Date.

5.6    Transition of Email, etc. If the Employment is terminated by either the
       Executive or the Company, the Company will provide reasonable cooperation
       in (i) permitting the Executive to copy or remove the Executive's
       personal files (not including Company confidential information) from the
       Executive's computer and office, and (ii) arranging for any personal
       emails or phone messages to be forwarded to the Executive.

5.7    Payments Following Termination . If the Employment is terminated for any
       reason, either by the Company or by the Executive's resignation, then the
       Company shall pay the Executive the following amounts as part of the
       Company's next regular payroll cycle but in no event later than thirty
       (30) days after the Termination Date, to the extent that the same have
       not already been paid:

       (a) any and all salary and vacation pay earned through the Termination
           Date; and

       (b) any reimbursable expenses properly reported by the Executive.


                                                                         Page 8

                                                   EXECUTIVE:  GARY S. MARGOLIS


           The Company shall also pay any Bonus Potential Earned at the same
           time that payments are made to other participants in the Corporate
           Bonus Plan.

6.     SEVERANCE BENEFITS UPON CERTAIN TERMINATIONS

6.1    Severance Payment. If (1) the Employment is terminated by the Company
       other than for Cause, or (2) the Executive resigns for Good Reason, or
       (3) the Executive dies, then:

       (a) the Company shall pay to the Executive, if living, an amount (the
           "SEVERANCE PAYMENT") equal to one (1) times the highest Base Salary
           in effect (i) during the 12 months immediately prior to the
           Termination Date or (ii) during the Employment, if the Employment has
           lasted less than 12 months. The Severance Payment shall be paid in
           equal, twice-monthly installments over a period of 12 months after
           the Termination Date;

       (b) if the Executive is not living, then the Severance Payment shall be
           paid to the Executive's heir(s), assign(s), successor(s)-in-interest,
           or legal representative(s), in the same manner as specified in
           subparagraph (a); and

       (c) as a condition to providing the Executive with the Severance Payment,
           the Company, in its sole discretion, may require the Executive to
           first execute a release, in the form attached hereto as Exhibit A

6.2    Continuation of Insurance and Related Benefits.  If (1) the Employment is
       terminated by the Company other than for Cause, or (2)  the Executive
       resigns for Good Reason, or (3) the Executive dies, then:

       (a) The Company shall, to the greatest extent permitted by applicable law
           and the terms and conditions of the applicable insurance or benefit
           plan, maintain the Executive (if living) and the Executive's
           dependents as participants in the life, health, dental, accident,
           disability insurance, and similar benefit plans offered to (and on
           the same terms as) other Senior Executives until the 12-month
           anniversary of the Termination Date.

       (b) To the extent that applicable law or the terms and conditions of the
           applicable insurance or benefit plan do not permit the Company to
           comply with subparagraph (a), the Company shall reimburse the
           Executive (if living) and the Executive's dependents, for all
           expenses incurred by any of them in maintaining the same levels of
           coverage under COBRA as in the plans referred to in subparagraph (a),
           for the same period as provided in subparagraph (a), but solely to
           the extent that such expenses exceed the deduction or amount that
           would have been required to be paid by the Executive for such
           coverage if the Employment had not been terminated.

(c)            If Employment is terminated by the Executive's death, or if the
               Executive dies before the expiration of the Company's obligation
               under this Section 6.2, then the Company shall continue to
               maintain coverage for the Executive's dependents under all
               insurance plans referred to in this Section 6.2 for which such
               dependents had coverage as of the date of the Executive's


                                                                         Page 9

                                                   EXECUTIVE:  GARY S. MARGOLIS


           death, at the same coverage levels and for the same period of time as
           would have been required had the Executive not died.

       (d) Following the expiration of such coverage period by the Company the
           Executive (if living) and the Executive's dependents will be entitled
           to elect to maintain coverage under such insurance- and benefit plans
           in accordance with COBRA to the fullest extent available under law.

6.3    D&O Insurance and Indemnification. Through at least the tenth anniversary
       of the Termination Date, the Company shall maintain coverage for the
       Executive as an additional insured on all directors' and officers'
       insurance maintained by the Company for the benefit of its directors and
       officers on at least the same basis as all other covered individuals and
       provide the Executive with at least the same corporate indemnification as
       it provides to other Senior Executives.

6.4    No Other Severance Benefits. Other than as described above in this
       Section 6.2, the Executive shall not be entitled to any payment, benefit,
       damages, award or compensation in connection with termination of the
       Employment, by either the Company or the Executive, except as may be
       expressly provided in another written agreement, if any, executed by the
       Executive and by an authorized officer of the Company. Neither the
       Executive nor the Company is obligated to enter into any such other
       written agreement.

6.5    No Waiver of ERISA-Related Rights. Nothing in this Agreement shall be
       construed to be a waiver by the Executive of any benefits accrued for or
       due to the Executive under any employee benefit plan (as such term is
       defined in the Employees' Retirement Income Security Act of 1974, as
       amended) maintained by the Company, if any, except that the Executive
       shall not be entitled to any severance benefits pursuant to any severance
       plan or program of the Company other than as provided herein.

6.6    Mitigation Not Required. The Executive shall not be required to mitigate
       the amount of any payment or benefit which is to be paid or provided by
       the Company pursuant to this Section 6. Any remuneration received by the
       Executive from a third party following termination of the Employment
       shall not apply to reduce the Company's obligations to make payments or
       provide benefits hereunder.

7.     TAX WITHHOLDING. Notwithstanding any other provision of this Agreement,
       the Company may withhold from amounts payable under this Agreement, or
       under any other agreement between the Executive and the Company, all
       federal, state, local and foreign taxes that are required to be withheld
       by applicable laws or regulations.

8.       CONFIDENTIAL INFORMATION.

8.1    The Executive acknowledges that the law provides the Company with
       protection for its trade secrets and confidential information. The
       Executive will not disclose, directly or indirectly, any Confidential
       Information without authorization from the Company's management. The
       Executive will not use any Confidential Information in any way, either
       during or after the Employment with the Company, except as required in
       the course of the Employment.

8.2    The Executive will strictly adhere to any obligations that may be owed to
       former employers insofar as the Executive's use or disclosure of their
       confidential information is concerned.


                                                                        Page 10

                                                   EXECUTIVE:  GARY S. MARGOLIS

8.3    All originals and all copies of any drawings, blueprints, manuals,
       reports, computer programs or data, notebooks, notes, photographs, and
       all other recorded, written, or printed matter relating to research,
       manufacturing operations, or business of the Company made or received by
       the Executive during the Employment are the property of the Company. Upon
       any termination of the Employment, regardless of the circumstances, the
       Executive will immediately deliver to the Company all property of the
       Company which may still be in the Executive's possession. The Executive
       will not remove or assist in removing such property from the Company's
       premises under any circumstances, either during the Employment or after
       termination thereof, except as authorized by the Company management.

9.     OWNERSHIP OF INTELLECTUAL PROPERTY.  The following provisions apply
       except to the extent, if any, expressly stated otherwise in Schedule 1.

9.1    The Company will be the sole owner of any and all BindView Inventions and
       BindView Materials which the Executive participates in inventing or
       developing in any way. The Executive will promptly disclose to the
       Company, or its nominee(s), without additional compensation, all BindView
       Inventions and BindView Materials. The Executive will assist the Company,
       at the Company's expense, in protecting any intellectual property rights
       that may be available anywhere in the world for BindView Inventions and
       BindView Materials, including but not limited to signing U.S. or foreign
       patent applications, oaths or declarations relating to such patent
       applications, and similar documents. To the extent that any BindView
       Invention or BindView Materials are eligible under applicable law to be
       deemed a "work made for hire," or otherwise to be owned automatically by
       the Company, the same will be deemed as such, without additional
       compensation to the Executive.

9.2    To the extent that, as a matter of law, the Executive retains any
       so-called "moral rights" or similar rights as in any BindView Invention
       or BindView Materials, the Executive authorizes the Company or its
       designee to make any changes it desires to any part of the same; to
       combine any such part with other materials; and to withhold the
       Executive's identity in connection with any business operations relating
       to the same; in any case without additional compensation to the
       Executive.

10.      NONCOMPETITION COVENANT.

10.1   The Company agrees to provide the Executive, during the Employment, with
       on-going access to pre-existing and new Confidential Information
       commensurate with the Executive's duties, including but not limited to
       access to appropriate portions of the Company's computer network. To aid
       in the protection of the Company's legitimate interests in such
       Confidential Information, and further in consideration of the Company's
       agreement hereunder to provide the Executive with Severance Benefits, the
       Executive agrees that, beginning on the date that the Company first
       provides the Executive with such access in any form, and ending one year
       thereafter (subject to tolling as provided in Section 10.4), unless the
       Company in its sole discretion gives its prior written consent, the
       Executive will not, directly or indirectly:

       (a) participate, for himself or on behalf of any other Person, in any
           business that competes with any BindView Business anywhere in the
           world, where the Executive's Employment related in any way to such
           BindView Business. As used in the previous sentence, "participate"


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                                                   EXECUTIVE:  GARY S. MARGOLIS


           includes but is not limited to permitting the Executive's name
           directly or indirectly to be used by or to become associated with any
           other Person (including as an advisor, representative, agent,
           promoter, independent contractor, provider of personal services or
           otherwise) in connection with such competing business;

       (b) interfere, directly or indirectly, with the relationship between any
           BindView Company and its employees by inducing any such employee to
           terminate his or her employment;

       (c) solicit for employment, directly or indirectly, on behalf of the
           Executive or any other Person, any person who is at the time in
           question, or at any time in the then-past three-month period has
           been, an employee of any of the BindView Companies; or

       (d) induce or assist any other Person to engage in any of the activities
           described in subparagraphs (i) through (iii).

10.2   The Executive acknowledges that the Company would not permit the
       Executive to have or to continue to have access to Confidential
       Information without the Executive's agreement to the restrictions in
       Section 10.1. The Executive further acknowledges and agrees that: (i) the
       restrictions in Section 10.1 are fair and reasonable and the result of
       negotiation, relate to special, unique and extraordinary matters.

10.3   If the Executive has never been provided with any access to Confidential
       Information at the time the Employment is terminated (including but not
       limited to never having been provided access to an email account or other
       access to a computer network of any BindView Company), then the Executive
       will be automatically released from the restrictions in Section 10.1.
       Such release will be the Executive's EXCLUSIVE REMEDY for any actual or
       alleged breach of this Agreement by the Company in not providing such
       access.

10.4   If the Executive violates the restrictions set forth in Section 10.1, and
       the Company brings a legal action for injunctive or other relief, the
       Company shall not be deprived of the benefit of those restrictions.
       Accordingly, the restrictions in Section 10.1 will be tolled during any
       period in which the Executive violates any of such restrictions until the
       date of entry by a court of competent jurisdiction of a final judgment
       enforcing such restrictions in Section 10.1, as written or as modified by
       the court.

10.5   The Company will not unreasonably withhold its consent under Section 10.1
       to the Executive's employment, after the Employment, by a corporation
       that competes with one or more of the BindView Companies, but only if,
       before starting the new employment, the Executive provides the Company
       with a document reasonably satisfactory to the Company, signed by both
       the Executive and such corporation, containing (i) a written description
       of the Executive's duties in the new job, and (ii) specific assurances
       that in the new job the Executive will neither use nor disclose
       Confidential Information of any BindView Company.

10.6   The Executive may acquire a direct or indirect ownership interest of not
       more than 5% of the outstanding securities of any corporation which is
       engaged in activities prohibited by Section 10.1 which is listed on any
       recognized securities exchange or traded in the over-the-counter market


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                                                   EXECUTIVE:  GARY S. MARGOLIS


       in the United States, provided that such investment is of a totally
       passive nature and does not involve the Executive's devoting time to the
       management or operations of such corporation.

10.7   If a Tribunal determines that any of the restrictions set forth in
       Section 10.1 is unreasonably broad or otherwise unenforceable under
       applicable law, then (i) such determination shall be binding only within
       the geographical jurisdiction of the Tribunal, and (ii) the restriction
       will not be terminated or rendered unenforceable, but instead will be
       reformed (solely for enforcement within the geographic jurisdiction of
       the Tribunal) to the minimum extent required to render it enforceable.

11.    EMPLOYEE HANDBOOKS, ETC. From time to time, the Company may, in its
       discretion, establish, maintain and distribute employee manuals or
       handbooks or personnel policy manuals, and officers or other
       representatives of the Company may make written or oral statements
       relating to personnel policies and procedures. The Executive will adhere
       to and follow all rules, regulations, and policies of the Company set
       forth in such manuals, handbooks, or statements as they now exist or may
       later be amended or modified. Such manuals, handbooks and statements do
       not constitute a part of this Agreement nor a separate contract, and
       shall not be deemed as amending this Agreement or as creating any binding
       obligation on the part of the Company, but are intended only for general
       guidance.

12.      ARBITRATION.

12.1   Except as set forth in Section 12.3 or to the extent prohibited by
       applicable law, any dispute, controversy or claim arising out of (by
       statute, common law, or otherwise) or relating to (i) this Agreement or
       its interpretation, performance, or alleged breach, or (ii) the
       Employment, including but not limited to its commencement and its
       termination, will be submitted to binding arbitration before a single
       arbitrator in accordance with the National Rules for the Resolution of
       Employment Disputes of the American Arbitration Association (AAA) in
       effect on the date of the demand for arbitration.

12.2   The arbitration shall take place before a single arbitrator, who will
       preferably but not necessarily (x) be a practicing attorney, and (y) have
       at least five years' experience in working in or with computer software
       companies. Unless otherwise agreed by the parties, the arbitration shall
       take place in the city in which the Executive's principal office space is
       located at the time of the dispute or was located at the time of
       termination of the Employment (if applicable). Unless otherwise agreed by
       the parties, the Company will pay all reasonable fees and expenses
       charged by the arbitrator and the AAA but will not pay the Executive's
       fees or expenses associated with the arbitration. The arbitrator is
       hereby directed to take all reasonable measures not inconsistent with the
       interests of justice to expedite, and minimize the cost of, the
       arbitration proceedings. Judgment upon the award rendered by the
       arbitrator may be entered in any court having jurisdiction.

12.3   To protect Inventions, trade secrets, or other confidential information,
       the Company may seek temporary, preliminary, and permanent injunctive
       relief in a court of competent jurisdiction, including but not limited to
       an injunction enforcing the provisions of Sections 8, 9, and 10, in each
       case, without waiving its right to arbitration.


                                                                        Page 13

                                                   EXECUTIVE:  GARY S. MARGOLIS


12.4   At the request of either party, the arbitrator may take any interim
       measures s/he deems necessary with respect to the subject matter of the
       dispute, including measures for the preservation of confidentiality set
       forth in this Agreement.

13.    OTHER PROVISIONS.

13.1   This Agreement shall inure to the benefit of and be binding upon (i) the
       Company and its successors and assigns and (ii) the Executive and the
       Executive's heirs and legal representatives, except that the Executive's
       duties and responsibilities under this Agreement are of a personal nature
       and will not be assignable or delegable in whole or in part without the
       Company's prior written consent.

13.2   The Executive represents and warrants (i) that he has no obligations,
       contractual or otherwise, inconsistent with the Executive's obligations
       set forth in this Agreement, and (ii) that all of his responses to any
       requests, by or on behalf of the Company, for information and/or
       documents, in connection with the Company's hiring of the Executive
       and/or with the negotiation of this Agreement, are truthful and complete.

13.3   All notices and statements with respect to this Agreement must be in
       writing and shall be delivered by certified mail return receipt
       requested; hand delivery with written acknowledgment of receipt; or
       overnight courier with delivery-tracking capability. Notices to the
       Company shall be addressed to the Company's general counsel or chief
       executive officer at the Company's then-current Principal Operating
       Offices. Notices to the Executive may be delivered to the Executive in
       person or to the Executive's then-current home address as indicated on
       the Executive's pay stubs or, if no address is so indicated, as set forth
       in the Company's payroll records. A party may change its address for
       notice by the giving of notice thereof in the manner hereinabove
       provided.

13.4   If the Executive Resigns for Good Reason because of (i) the Company's
       failure to pay the Executive on a timely basis the amounts to which he is
       entitled under this Agreement or (ii) any other breach of this Agreement
       by Company, then the Company shall pay all amounts and damages to which
       the Executive may be entitled as a result of such failure or breach,
       including interest thereon at the maximum non-usurious rate and all
       reasonable legal fees and expenses and other costs incurred by the
       Executive to enforce the Executive's rights hereunder and the Executive
       will be relieved of all obligations under Section 10 (noncompetition).

13.5   This Agreement sets forth the entire present agreement of the parties
       concerning the subjects covered herein; there are no promises,
       understandings, representations, or warranties of any kind concerning
       those subjects except as expressly set forth in this Agreement.

13.6   Any modification of this Agreement must be in writing and signed by all
       parties; any attempt to modify this Agreement, orally or in writing, not
       executed by all parties will be void.

13.7   If any provision of this Agreement, or its application to anyone or under
       any circumstances, is adjudicated to be invalid or unenforceable in any
       jurisdiction, such invalidity or unenforceability will not affect any
       other provision or application of this Agreement which can be given
       effect without the invalid or unenforceable provision or application and
       will not invalidate or render unenforceable such provision or application
       in any other jurisdiction.

                                                                        Page 14

                                                   EXECUTIVE:  GARY S. MARGOLIS


13.8   This Agreement will be governed and interpreted under the laws of the
       United States of America and of the State of Texas law as applied to
       contracts made and carried out in entirely Texas by residents of that
       State.

13.9   No failure on the part of any party to enforce any provisions of this
       Agreement will act as a waiver of the right to enforce that provision.

13.10  Termination of the Employment, with or without Cause, will not affect the
       continued enforceability of this Agreement.

13.11  Section headings are for convenience only and shall not define or limit
       the provisions of this Agreement.

13.12  This Agreement may be executed in several counterparts, each of which is
       an original. It shall not be necessary in making proof of this Agreement
       or any counterpart hereof to produce or account for any of the other
       counterparts. A copy of this Agreement manually signed by one party and
       transmitted to the other party by FAX or in image form via email shall be
       deemed to have been executed and delivered by the signing party as though
       an original. A photocopy of this Agreement shall be effective as an
       original for all purposes.


SCHEDULE 1

Effective Date                                     December 30, 2002
-------------------------------------------------------------------------------
Office                                             Senior Vice President
-------------------------------------------------------------------------------
Position                                           Chief Technology Officer
-------------------------------------------------------------------------------
Base Salary                                        $ 175,000 per year
-------------------------------------------------------------------------------
Bonus Potential At Target                          $ 175,000
-------------------------------------------------------------------------------
Minimum annual vacation                            20 business days
-------------------------------------------------------------------------------
Specific benefits                                  Reserved parking space
-------------------------------------------------------------------------------


                                                                        Page 15

                                                   EXECUTIVE:  GARY S. MARGOLIS

THIS AGREEMENT CONTAINS PROVISIONS REQUIRING BINDING ARBITRATION OF DISPUTES, WHICH HAVE THE EFFECT OF WAIVING EACH PARTY'S RIGHT TO A JURY TRIAL. By signing this Agreement, the Executive acknowledges that the Executive (1) has read and understood the entire Agreement; (2) has received a copy of it (3) has had the opportunity to ask questions and consult counsel or other advisors about its terms; and (4) agrees to be bound by it. Executed and effective as of the Effective Date.

BINDVIEW CORPORATION, BY:                           EXECUTIVE


---------------------------                         ---------------------------
Eric J. Pulaski, President                          Signature
and Chief Executive Officer


                                                                        Page 16

                                                   EXECUTIVE:  GARY S. MARGOLIS

EXHIBIT A
FORM OF GENERAL RELEASE

I, the undersigned, execute this release ("Release") in consideration of, and as a condition precedent to, my being provided certain Severance Benefits pursuant to an Executive Employment Agreement, between myself (referred to therein as the "Executive") and BINDVIEW CORPORATION ("BindView").

1. On behalf of myself, my attorneys, heirs, executors, administrators, successors, and assigns, I hereby fully release and discharge BindView, its parent, subsidiary, and affiliate corporations, and related companies, as well as all predecessors, successors, assigns, directors, officers, partners, agents, employees, former employees, heirs, executors, attorneys, and administrators (hereinafter "BindView, et al."), from all suits, causes of action, and/or claims of any nature whatsoever, whether known, unknown, or unforeseen, which I have or may have against BindView, et al., arising out of any event, transaction, or matter that occurred before the date of my signing of this Release. I covenant that neither I, nor any person, organization, or other entity on my behalf, will sue BindView, et al., or initiate any type of action for damages, against BindView, et al. with respect to any event, transaction, or matter that occurred before the date of my signing of this Release. I understand and agree that this Release is a GENERAL RELEASE.

2. This Release specifically includes, but is not limited to, a release of all claims of breach of contract, employment discrimination, (including, but not limited to, discrimination on the basis of race, sex, religion, national origin, age, disability or any other protected status, and coming within the scope of Title VII of the U.S. Civil Rights Act, as amended, the U.S. Age Discrimination in Employment Act, as amended, the U.S. Older Workers Benefit Protection Act, or any other applicable state or federal statute in any U.S. of foreign jurisdiction), claims concerning recruitment, hiring, salary rate, stock options, severance pay, wages or benefits due, employment status, libel, slander, defamation, intentional or negligent misrepresentation and/or infliction of emotional distress, together with any and all tort, contract, or other claims which might have been asserted by my or on my behalf in any suit, charge of discrimination, or claim against BindView, et al.

3. If I have passed my fortieth (40th) birthday, I acknowledge that:

a. I have been given an opportunity of forty-five (45) days to consider this Release and that I have been encouraged by BindView to discuss its terms with legal counsel of my own choosing and at my own expense;

b. For a period of seven (7) days following my execution of this Release, I will have the right (referred to herein as the "Revocation Right") to revoke my waiver of claims arising under the Age Discrimination in Employment Act ("ADEA"), a U.S. federal statute that prohibits employers from discriminating against employees who are over the age of 40. If I wish to exercise the Revocation Right:

i. I must inform BindView by delivering a written notice of revocation to BindView's Houston office, attention: General Counsel, no later than 5:00 p.m. on the seventh calendar day after the date written by my signature below; and

Page 17

EXECUTIVE: GARY S. MARGOLIS

ii. If I do so, then (a) the Release shall be voided as to claims arising under the ADEA, but (b) the Release shall remain in full force and effect as to any and all other claims.

4. I agree that except as expressly provided otherwise herein, this Release may not be released, discharged, abandoned, supplemented, changed, or modified in any manner, except by an instrument in writing signed by me and a duly authorized member of the management of BindView.

Date:
      -----------------------------             -------------------------------
                                                [Signature]


                                                -------------------------------
                                                Printed Name

Page 18

EXHIBIT 10.49

October 29, 2002

PERSONAL AND CONFIDENTIAL

Mr. Ronald E. Rosenthal
764 Fox Hollow Pkwy
Atlanta, Georgia 30068

Dear Ronald:

I am pleased to offer you the position of Senior Vice President of Worldwide Marketing for BindView Corporation (the "Company" or "BindView"). Subject to certain terms and conditions, the elements of your compensation package are as follows:

This offer shall be null and void if not countersigned and returned to BindView prior to November 5, 2002.

Effective hire date to be determined.

Your base compensation will be $14,583.34 per month (equating to an annualized salary of $175,000) paid as earned and in accordance with the Company's standard payroll policy, which is currently semi-monthly. Your first month's salary will be prorated based upon your effective hire date.

In addition to your base compensation, you will be eligible to participate in BindView's Executive Bonus Plan with a bonus potential at target of 100 percent of base salary. Your first year's bonus will be prorated based the portion of the bonus period that you are actually employed by the Company and will be contingent upon satisfactory achievement of certain pre-determined targets.

Subject to the approval of BindView's Board of Directors, you will be eligible to receive a stock option grant exercisable for 250,000 shares. Your options will vest in accordance with the terms of your option agreement (four year vesting schedule: one fourth (1/4) of full number of shares vested after one year, with quarterly vesting thereafter). Your options will have an exercise price equal to the fair market value per share of BindView common stock (as defined in the applicable option plan) on the date the option is approved by the Company's Board of Directors. The date of such approval is expected to be on or about the 5th trading date of the month following your effective hire date.

After you have permanently relocated your residence to Houston, in the event of your separation from the Company for termination without cause, or resignation for good reason as defined in the executive employment agreement, you will be entitled to a


Mr. Ronald Rosenthal
October 29, 2002

Page 2

severance payment equal to six (6) months of base salary increased to twelve
(12) months of base salary after one year of employment with the Company.

In the event of your separation from the Company following a change in control of the Company, as defined in the executive employment agreement, you will be entitled to receive a severance payment equal to one times base salary, immediate vesting of any unvested stock options and continuation of health and medical benefits, all as stipulated in the executive employment agreement.

The Company will reimburse you for your reasonable relocation expenses from Atlanta, Georgia to Houston, Texas, and for reasonable travel and living expenses between Atlanta and Houston for up to three months until you permanently relocate.

Subject to eligibility guidelines, you may participate in the Company-sponsored
401(k) Plan and Employee Stock Purchase Plan. In accordance with the Company policy, you will be eligible to enroll in each plan at the next scheduled entrance date following your effective hire date.

Subject to eligibility guidelines and Company policy, insurance and benefits coverage (as described in the New Hire Packet) will be available to you. Currently, these benefits include medical and dental insurance, vision, life, accidental death and dismemberment and short and long term disability. Your portion of the cost of benefit coverage will be that component paid by similarly situated employees, and may change from time to time.

You acknowledge that as a condition of your employment with BindView, you will be required to execute various documents including the following:

o Executive Employment Agreement, including non-competition covenant

o Insider Trading Policy

o Receipt and acknowledgement of the Company's Employee Manual

This offer does not guarantee employment for a specified term and is not to be construed as a contract limiting the prerogative of the Company to terminate the employment relationship between you and the Company, with or without cause and with or without notice at any time.

If the terms of this letter are acceptable to you, please acknowledge by signing in the space provided below and returning one original to me, while retaining the additional copy for your records.

All of us at BindView Corporation look forward to having you join our team.

Sincerely,

Eric Pulaski
President and
Chief Executive Officer

AGREED AND ACCEPTED:


Ronald E. Rosenthal

Date:

EXHIBIT 10.50

EXECUTIVE:

BINDVIEW CORPORATION

CHANGE OF CONTROL AGREEMENT

THIS CHANGE OF CONTROL AGREEMENT (this "AGREEMENT") is made between BindView Development Corporation, a Texas corporation (the "COMPANY"), and the "EXECUTIVE" identified above. Unless otherwise indicated, all references to Sections are to Sections in this Agreement. This Agreement is effective as of the date written on the signature page ("EFFECTIVE DATE").

This Agreement is in addition to and does not diminish the rights and benefits afforded the Executive under: (i) the Executive Employment Agreement between the Executive and the Company ("EMPLOYMENT AGREEMENT"); (ii) any stock or stock option agreement(s), if any ("STOCK AGREEMENT(S)"); and (iii) any incentive bonus, benefits or other agreements, if any ("OTHER AGREEMENTS"), all as amended, whether currently existing or entered into at a future date between the Executive and the Company. In the case of any inconsistencies or conflict between those agreements and this Agreement, the terms of this Agreement shall govern. 1. BACKGROUND.

1.1 The Executive currently holds (or is being hired for) a senior executive position with the Company. As a result, the Executive has (or will have) significant responsibility for the Company's management, profitability and growth. Likewise, the Executive possesses (or is expected to acquire) an intimate knowledge of the Company's business and affairs, including its policies, plans, methods, personnel, opportunities, and challenges.

1.2 The Company considers the continued employment of the Executive to be in the best interests of the Company and its shareholders. The Company desires to assure itself of the Executive's continued services on an objective and impartial basis without distraction or conflict of interest in the event of any efforts to effect a change of ownership or control of the Company.

1.3 The Executive is willing to remain in the employ of the Company upon the understanding that it will provide him with certain income security in the event of a change in control of the Company, upon the terms and conditions provided herein.

2. DEFINITIONS. For purposes of this Agreement, the following terms have the meanings set forth below. Other defined terms have the meanings set forth in the provisions of this Agreement in which they are used or in the Executive Employment Agreement.

2.1 ACCOUNTING FIRM means the independent certified public accountants selected by the Company, or another accounting firm designated by such auditors and reasonably acceptable to the Executive; provided, however, in no event shall such independent certified public accountants be acting as auditors for the Company.

2.2 ACQUISITION REPORT means a report filed by or on behalf of a stockholder or group of stockholders on Schedule 13D or Schedule 14D-1 or any successor schedule, form or report under the Exchange Act.


EXECUTIVE:

2.3 BASE SALARY has the meaning set forth in the Employment Agreement.

2.4 BENEFICIAL OWNER means a Person who is a beneficial owner (as defined in Rule 13d-3 or any successor rule or regulation promulgated under the Exchange Act), directly or indirectly, of Voting Stock, or rights to acquire Voting Stock, or of securities convertible into Voting Stock, as applicable. If a Person owns rights to acquire Voting Stock, that Person's beneficial ownership shall be determined pursuant to paragraph
(d) of Rule 13d-3 or any successor rule or regulation promulgated under the Exchange Act.

2.5 CAUSE or "for Cause" or "for cause" has the meaning set forth in the Employment Agreement.

2.6 A CHANGE OF CONTROL shall be deemed to have occurred if any of the following events occurs after the Effective Date:

(a) An Acquisition Report is filed with the Commission disclosing that any Person is the Beneficial Owner of 20 percent or more of the outstanding Voting Stock. The previous sentence shall not apply if
(1) such Person is (A) the Company, one of its subsidiaries, or any employee benefit plan sponsored by either, or (B) Eric J. Pulaski, or
(2) the transaction or transactions that are the subject of such Acquisition Report were approved by a vote of at least two-thirds of the directors of the Company who were directors of the Company immediately prior to the first such transaction.

(b) Any Person purchases securities pursuant to a tender offer or exchange offer to acquire any Voting Stock (or any securities convertible into Voting Stock) and, immediately after consummation of that purchase, that Person is the Beneficial Owner of 20 percent or more of the outstanding Voting Stock. The previous sentence shall not apply if (1) such Person is (A) the Company, one of its subsidiaries, or any employee benefit plan sponsored by either, or (B) Eric J. Pulaski, or (2) such purchase was approved by a vote of at least two-thirds of the directors of the Company who were of the Company immediately prior to such purchase.

(c) The consummation of a Merger Transaction if (a) the Company is not the surviving entity or (b) as a result of the Merger Transaction, 50 percent or less of the combined voting power of the then-outstanding securities of the other party to the Merger Transaction, immediately after the Change of Control Date, are held in the aggregate by the holders of Voting Stock immediately prior to the Change of Control Date.

(d) The consummation of a Sale Transaction.

(e) The consummation of a transaction, immediately after which any Person would be the Beneficial Owner, directly or indirectly, of more than 50 percent of the outstanding Voting Stock.

(f) The stockholders of the Company approve the dissolution of the Company.

(g) During any period of 12 consecutive months, the individuals who at the beginning of that period constituted the Board of Directors shall cease to constitute a majority of the Board of Directors. The previous sentence will not apply if the election, or the nomination for election by the Company's stockholders, of each director of the Company first elected during

Page 2

EXECUTIVE:

           such period was approved by a vote of at least two-thirds of the
           directors of the Company then still in office who were directors of
           the Company at the beginning of any such period.

2.7    CHANGE OF CONTROL DATE means the date of an event constituting a Change
       of Control. In the case of a Merger Transaction or a Sale Transaction
       constituting a Change of Control, the Change of Control Date shall be the
       effective date of such transaction.

2.8    COMMISSION means the Securities and Exchange Commission or any successor
       agency.

2.9    DAY, in upper or lower case, means a calendar day unless otherwise
       specified.

2.10   EMPLOYMENT AGREEMENT has the meaning set forth in the preamble of this
       Agreement.

2.11   EXCHANGE ACT means the U.S. Securities Exchange Act of 1934, as amended
       from time to time, or any successor statute.

2.12   EXCISE TAX - see Section 4.

2.13     GOOD REASON has the meaning set forth in the Employment Agreement.

2.14     GROSS-UP PAYMENT - see Section 4.

2.15   IN CONNECTION WITH a Change of Control, when used in relation to a
       specified event, means that the event occurs during the period beginning
       30 days prior to the execution by the Company of one or more agreements
       to engage in one or more transactions which, in the aggregate, constitute
       a Change of Control and ending on the one-year anniversary of the
       effective date of a Change in Control.

2.16   MERGER TRANSACTION means a merger, consolidation or reorganization of
       the Company with or into any other person or entity.

2.17   PAYMENT - see Section 4.

2.18   PERSON means a person within the meaning of Section 13(d) or Section
       14(d)(2) or any successor rule or regulation promulgated under the
       Exchange Act.

2.19   SALE TRANSACTION means a sale, lease, exchange or other transfer of all
       or substantially all the assets of the Company andits consolidated
       subsidiaries to any other person.

2.20   SPECIAL SEVERANCE BENEFITS - see Section 3.3.

2.21   SPECIAL SEVERANCE PAYMENT - see Section 3.3.

2.22   UNDERPAYMENT - see Section 4.

2.23   VOTING STOCK means shares of capital stock of the Company the holders of
       which are entitled to vote for the election of directors, but excluding
       shares entitled to so vote only upon the occurrence of a contingency
       unless that contingency shall have occurred.


                                                                         Page 3

                                                    EXECUTIVE:
                                                               ----------------

3. ACTIONS UPON CHANGE OF CONTROL. This Section 3 shall apply if a Change of Control occurs.

3.1 Vesting of Stock Options / Stock Awards. Effective upon the Change of Control Date, all unvested portions of the Executive's stock options, restricted stock or other awards made or granted to the Executive under any Stock Agreement shall automatically, immediately, and fully vest.

3.2 Extended Exercise Period. From and after the Termination Date until the 18-month anniversary of the Termination Date, the Executive will be entitled to exercise any vested, unexpired, and previously-unexercised options to purchase the Company's stock.

3.3 Special Severance Benefits.

(a) If, during the specific time periods listed in subparagraph (b), the Employment is terminated by any of the specific events listed there, then the Executive will be entitled to the following benefits ("SPECIAL SEVERANCE BENEFITS"):

(1) all benefits that would be provided under the Employment Agreement in the event of a termination of the Employment without Cause by the Company, with the Severance Payment required by the Employment Agreement being paid as provided in subparagraph (c) below instead of as provided in the Employment Agreement;

(2) a special severance payment ("SPECIAL SEVERANCE PAYMENT") equal to one (1) times the Executive's Base Salary; and

(3) the insurance-related benefits required by the Employment Agreement to be provided by the Company in the event of a termination without Cause, for an additional six (6) months after the end of the time that such benefits are required to be provided under the Employment Agreement.

(b) The specific termination events and time periods in which the Executive will be entitled to the Special Severance Benefits are as follows:

(1) the Executive's Employment is terminated by the Company, for any reason other than Cause, In Connection With a Change of Control;

(2) the Executive Resigns for Good Reason at any time during the period beginning on the Change of Control Date and ending at 5 pm Houston time on the date six (6) months after the Change of Control Date;

(3) the Executive resigns for any reason, with or without the occurrence of an event that constitutes Good Reason, at any time during the period beginning on the date six (6) months after the Change of Control Date and ending at 5 pm Houston time on the date twelve (12) months after the Change of Control Date; or

(4) the Executive dies at any time during the period beginning on the Change of Control Date and ending at 5 pm Houston time on the date twelve (12) months after the Change of Control Date.

Page 4

EXECUTIVE:

(c) The Special Severance Payment and the Severance Payment required by the Employment Agreement shall be made to the Executive, in cash or immediately-available funds, in a lump sum within 30 days following the Termination Date, notwithstanding the provisions of the Employment Agreement for payment of the Severance Payment in installments.

(d) Payments pursuant to this Agreement shall not be deemed to constitute continued employment beyond the Termination Date.

(e) As a condition to providing the Executive with the Special Severance Benefits, the Company, in its sole discretion, may require the Executive to first execute a release in the form prescribed by the Employment Agreement.

4. CERTAIN ADDITIONAL PAYMENTS BY THE COMPANY. Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that any payment or distribution by the Company to or for the benefit of the Executive, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise (a "PAYMENT"), would be subject to the excise tax imposed by Section 4999 of the Code or any interest or penalties with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the "EXCISE TAX"), then the Executive shall be entitled to receive an additional payment (a "GROSS-UP PAYMENT") in an amount such that after payment by the Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including any Excise Tax imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments. Subject to the provisions of this Section 4, all determinations required to be made hereunder, including whether a Gross-Up Payment is required and the amount of such Gross-Up Payment, shall be made by the Accounting Firm (at the sole expense of the Company), which shall provide detailed supporting calculations both to the Company and the Executive within 15 business days of the date of termination of the Executive's employment under this Agreement, if applicable, or such earlier time as is requested by the Company. If the Accounting Firm determines that no Excise Tax is payable by the Executive, the Accounting Firm shall furnish the Executive with an opinion that he has substantial authority not to report any Excise Tax on his federal income tax return. Any determination by the Accounting Firm shall be binding upon the Company and the Executive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments, which will not have been made by the Company should have been made (an "UNDERPAYMENT"), consistent with the calculations required to be made hereunder. If the Company exhausts its remedies pursuant hereto and the Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of the Executive.

5. NO MITIGATION. The Executive shall not be required to mitigate the amount of any payment which is payable by the Company to the Executive hereunder. Any remuneration received by the Executive from a third party following termination of the Employment shall not apply to reduce the Company's obligations to make payments hereunder.

Page 5

EXECUTIVE:

6. SUCCESSORS. The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company to assume expressly and agree to perform this Agreement. By way of example and not of limitation, any breach of the Company's obligations in the previous sentence shall constitute a material breach of this Agreement. As used in this Agreement, "Company" shall mean the Company as hereinbefore defined and any successors or assigns to its business and/or assets as aforesaid which assumes and agrees to perform this Agreement by operation of law, or otherwise.

7. EFFECT OF AGREEMENT ON OTHER RIGHTS.

7.1 This Agreement shall not diminish other rights which the Executive (or his estate, survivors or heirs) may have under any other agreement, contract, employee benefit plan or policy of the Company except as expressly provided in this Agreement.

7.2 Nothing in this Agreement shall be deemed (i) to constitute an employment contract, express or implied, nor (ii) to impose any obligation on the Company or any affiliate thereof to employ the Executive at all or on any particular terms, nor (iv) to impose any obligation on the Executive to work for the Company or any affiliate thereof, nor (v) to limit the right of the Company to terminate the Executive's employment for any reason, with or without cause, nor (vi) to limit the Executive's right to resign from Employment.

8. ARBITRATION. Any dispute arising out of or relating to this Agreement or its validity, enforceability, or breach will be arbitrated in accordance with the arbitration provisions of the Employment Agreement.

9. OTHER PROVISIONS.

9.1 This Agreement shall inure to the benefit of and be binding upon (i) the Company and its successors and assigns and (ii) the Executive and the Executive's heirs and legal representatives.

9.2 All notices and statements with respect to this Agreement shall be made or delivered as set forth in the Employment Agreement.

9.3 If the Executive Resigns for Good Reason because of (i) the Company's failure to pay the Executive on a timely basis the amounts to which he is entitled under this Agreement or (ii) any other breach of this Agreement by Company, then the Company shall pay all amounts and damages to which the Executive may be entitled as a result of such failure or breach, including interest thereon at the maximum non-usurious rate and all reasonable legal fees and expenses and other costs incurred by the Executive to enforce the Executive's rights hereunder.

9.4 This Agreement sets forth the entire present agreement of the parties concerning the subjects covered herein; there are no promises, understandings, representations, or warranties of any kind concerning those subjects except as expressly set forth in this Agreement.

9.5 Any modification of this Agreement must be in writing and signed by all parties; any attempt to modify this Agreement, orally or in writing, not executed by all parties will be void.

Page 6

EXECUTIVE:

9.6    If any provision of this Agreement, or its application to anyone or under
       any circumstances, is adjudicated to be invalid or unenforceable in any
       jurisdiction, such invalidity or unenforceability will not affect any
       other provision or application of this Agreement which can be given
       effect without the invalid or unenforceable provision or application and
       will not invalidate or render unenforceable such provision or application
       in any other jurisdiction.

9.7    This Agreement will be governed and interpreted under the laws of the
       United States of America and of the State of Texas law as applied to
       contracts made and carried out in entirely Texas by residents of that
       State.

9.8    No failure on the part of any party to enforce any provisions of this
       Agreement will act as a waiver of the right to enforce that provision.

9.9    Termination of the Employment, with or without Cause, will not affect the
       continued enforceability of this Agreement.

9.10   Section headings are for convenience only and shall not define or limit
       the provisions of this Agreement.

9.11   This Agreement may be executed in several counterparts, each of which is
       an original. It shall not be necessary in making proof of this Agreement
       or any counterpart hereof to produce or account for any of the other
       counterparts. A copy of this Agreement manually signed by one party and
       transmitted to the other party by FAX or in image form via email shall be
       deemed to have been executed and delivered by the signing party as though
       an original. A photocopy of this Agreement shall be effective as an
       original for all purposes.

THIS AGREEMENT CONTAINS PROVISIONS REQUIRING BINDING ARBITRATION OF DISPUTES, WHICH HAVE THE EFFECT OF WAIVING EACH PARTY'S RIGHT TO A JURY TRIAL. By signing this Agreement, the Executive acknowledges that the Executive (1) has read and understood the entire Agreement; (2) has received a copy of it (3) has had the opportunity to ask questions and consult counsel or other advisors about its terms; and (4) agrees to be bound by it.
Executed to be effective as of December 30, 2002 (the "EFFECTIVE DATE").

BINDVIEW CORPORATION, BY:                           EXECUTIVE


---------------------------                         ---------------------------
Eric J. Pulaski, President                          Signature
and Chief Executive Officer

Page 7

EXHIBIT 10.51

SEPARATION AGREEMENT (INCLUDING GENERAL RELEASE)

This Separation Agreement Including General Release ("Agreement") is executed to be effective December 31, 2002, by and between BINDVIEW CORPORATION (a registered assumed name of BindView Development Corporation), a Texas corporation ("BindView" or "the Company" or "us") and KENNETH D. NAUMANN, a resident of Harris County, Texas ("you""). This agreement shall be deemed an addendum and amendment to your employment agreement with BindView, if any, except that in event of a conflict between the provisions of such agreement and the provisions of this Agreement, the latter shall control.

1. This Agreement confirms and memorializes certain previous discussions between you and BindView's senior management, as follows:

(a) When you were promoted to vice president of worldwide sales, you did not have an employment agreement with the Company. BindView's senior management indicated to you (1) that the Company was developing standard forms of executive employment agreement and change-of-control agreement, which the Company intended to submit for approval by the Compensation Committee of the Board of Directors for use with senior executives, and (2) that you would be entitled to enter such agreements on the same basis as similarly-situation senior executives once they were approved by the Compensation Committee.

(b) The terms of your subsequent separation from BindView were the result of an oral understanding between you and the chief executive officer of the Company, under which (1) you would receive the same severance benefits for termination without cause or resignation for good reason as provided in the above-referenced forms of agreement, once such forms were approved by the Compensation Committee, and (2) you would stay on for a transition period of a length to be determined by mutual agreement.

(c) The Compensation Committee recently approved the forms of Executive Employment Agreement and Change of Control Agreement (collectively, the "Executive Agreements") that are attached hereto as Exhibits A and B respectively.

2. You and the Company have agreed that your last date of employment with BindView will be December 31, 2002. You agree to conduct an orderly turnover of your work papers, computer files, and other work materials to a designated BindView representative before your last day of employment, and to assist in the transition of duties and for a reasonable time period following your last date of employment. Without limiting the foregoing, you agree that we may contact you to answer questions and explain any work in progress or status of your BindView work to a designated BindView representative.

3. The terms and conditions of the Executive Agreements are incorporated into this Agreement by reference, including without limitation the definitions, noncompetition covenant, arbitration provision, and Other Provisions of the Executive Employment Agreement, except that:

(a) your Employment is ending as of the date set forth above;

(b) your Bonus Potential Earned for the Company's fiscal year ending December 31, 2002, will be three-fourths (3/4) of the amount to which you would otherwise be entitled under the 2002 Corporate Bonus Plan , as amended by the Company's board of directors on November 14, 2002. This takes into account the fact that, for approximately one-fourth (1/4) of such fiscal year, you were on a commission plan and not on the Corporate Bonus Plan. Accordingly, you will be entitled to receive a bonus of $25,250 if the


Company's actual fourth quarter financial performance is equal to or less than the low end of its fourth quarter projections and $32,812.50 if the actual results for the fourth quarter are equal to or higher than the high end of the Company's fourth quarter financial expectations. The bonus, if any, will be paid to you at the same time that it is paid to other executives of the Company.

4. In consideration of the foregoing, you, for yourself, your attorneys, heirs, executors, administrators, successors, and assigns, do fully release and discharge BindView, its parent, subsidiary, and affiliate corporations, and related companies, as well as all predecessors, successors, assigns, directors, officers, partners, agents, employees, former employees, heirs, executors, attorneys, and administrators (hereinafter "BindView, et al."), from all suits, causes of action, and/or claims of any nature whatsoever, whether known, unknown, or unforeseen, which you have or may have against BindView, et al., arising out of any event, transaction, or matter that occurred before the date of your signing of this Agreement. You covenant that neither you, nor any person, organization, or other entity on your behalf, will sue BindView, et al., or initiate any type of action for damages, against BindView, et al. with respect to any event, transaction, or matter that occurred before the date of your signing of this Agreement. You understand and agree that the release and discharge in this paragraph (the "Release") is a GENERAL RELEASE.

5. The Release specifically includes, but is not limited to, all claims of breach of contract, employment discrimination, (including, but not limited to, discrimination on the basis of race, sex, religion, national origin, age, disability or any other protected status, and coming within the scope of Title VII of the Civil Rights Act, as amended, the Age Discrimination in Employment Act, as amended, the Older Workers Benefit Protection Act, or any other applicable state or federal statute), claims concerning recruitment, hiring, salary rate, severance pay, wages or benefits due, employment status, libel, slander, defamation, intentional or negligent misrepresentation and/or infliction of emotional distress, together with any and all tort, contract, or other claims which might have been asserted by you or on your behalf in any suit, charge of discrimination, or claim against BindView, et al.

6. You agree that except as expressly provided otherwise in this Agreement, the Release may not be released, discharged, abandoned, supplemented, changed, or modified in any manner, except by an instrument in writing signed by you and a duly authorized member of the management of BindView.

7. You understand and agree that neither this Agreement nor the Release constitutes an admission of liability or wrongdoing on the part of BindView, et al. You affirm that no other representations, promises, or agreements of any kind have been made to or with you by any person or entity whatsoever to cause you to sign this Agreement.

8. You acknowledge that the Company will file this Agreement, including Exhibits A and B, as an exhibit to a periodic report under the Securities and Exchange Act of 1934.

9. BindView and its senior management hereby express our sincere thanks to you for your many years of devoted service to the Company and wish you all the best in your future endeavors.

BINDVIEW CORPORATION, BY:

---------------------------                         ---------------------------
Eric J. Pulaski, President and                      Kenneth D. Naumann
Chief Executive Officer

Page 2

EXHIBIT 10.52

EXECUTIVE: ____________________

BINDVIEW CORPORATION
FIRST AMENDED AND RESTATED
EXECUTIVE EMPLOYMENT AGREEMENT

THIS EXECUTIVE EMPLOYMENT AGREEMENT (this "AGREEMENT") is made between BindView Development Corporation, a Texas corporation (the "COMPANY"), and the "EXECUTIVE" identified above. Unless otherwise indicated, all references to Sections are to Sections in this Agreement. This Agreement, when executed by both the Executive and the Company, is effective as of the date executed by the Executive as written on the signature page ("EFFECTIVE DATE"). This Agreement amends, restates, and therefore supersedes the First Amended and Restated Executive Employment Agreement between the parties dated as of ___________, but without a break in the Executive's Employment with the Company.

1. BACKGROUND.

1.1 The Executive currently holds a senior executive position with the Company. As a result, the Executive has significant responsibility for the Company's management, profitability and growth. Likewise, the Executive possesses an intimate knowledge of the Company's business and affairs, including its policies, plans, methods, personnel, opportunities, and challenges.

1.2 The Compensation Committee of the Company's Board of Directors (the "Board") considers the continued employment of the Executive to be in the best interests of the Company and its shareholders. The Compensation Committee desires to structure the Executive's compensation to encourage the Executive to remain in service to the Company, in part by providing for certain severance benefits if the Executive's employment ends in certain specified ways.

2. DEFINITIONS. For purposes of this Agreement, the following terms have the meanings set forth below. Other defined terms have the meanings set forth in the provisions of this Agreement in which they are used.

2.1 BASE SALARY - see Section 4.1.

2.2 BENEFIT means any Company- provided or -sponsored pension plan, 401k plan, insurance plan, employee stock purchase plan, or other employee benefit plan, program or arrangement, made available to the Company's employees generally.

2.3 BINDVIEW BUSINESS is intentionally defined broadly in view of the Executive's senior position with the Company; it means (1) any business engaged in by the Company or any other BindView Company during the Executive's Employment, or (2) any other business as to which the Company or any other BindView Company has made demonstrable preparation to engage in during such Employment and (i) in which preparation the Executive materially participated, or (ii) concerning which preparation the Executive had access to Confidential Information.

2.4 BINDVIEW COMPANY or BINDVIEW COMPANIES means BindView and its affiliates. For purposes of this Agreement, (i) an affiliate of a Person is defined as any other Person that controls or is


controlled by or is under common control with that Person, and (ii) control is defined as the direct or indirect ownership of at least fifty percent (50%) of the equity or beneficial interest in such Person or the right to vote for or appoint a majority of the board of directors or other governing body of such Person.

2.5 BINDVIEW INVENTION means any Invention that is made, conceived, or reduced to practice by any person (in whole or in part, either alone or jointly with others, whether or not during regular working hours), whether or not potentially patentable or copyrightable in the U.S. or elsewhere, and the Invention either: (i) involves equipment, supplies, facilities, or trade secret information of any BindView Company; (ii) involves the time for which the person was compensated by any BindView Company; (iii) relates to any BindView Business; or (iv) results, in whole or in part, from work which the person performed for any BindView Company.

2.6 BINDVIEW MATERIALS means any and all reports, notes, emails, manuals, computer programs or data, photographs, and all other recorded, written, or printed matter, in any format (including but not limited to electronic and hard-copy formats), (i) that the Executive receives from any BindView Company, or (ii) that the Executive creates during the Employment and that relate to any BindView Business, or (iii) that contain Confidential Information of any BindView Company.

2.7 BONUS POTENTIAL AT TARGET means the bonus amount that would be earned by the Executive under the Corporate Bonus Plan if On-Target Performance has been achieved. The Executive's current Bonus Potential At Target is set forth in Schedule 1. Such bonus amount shall be automatically increased by the same percentage as any increase in Base Salary (see also Section 4.1), as well as any other increases in such bonus amount that the Company, in its sole discretion, may grant in the future. If such bonus amount is increased at any time, then the resulting increased bonus amount shall be deemed the Bonus Potential At Target for all purposes hereunder.

2.8 BONUS POTENTIAL EARNED means the amount of the Executive's Bonus Potential At Target that was earned during the bonus period in question. The amount earned will be equal to the Percent of Bonus Potential at Target Earned (as that term is used in the Corporate Bonus Plan) during the bonus period that corresponds to actual performance during that period, multiplied by the Executive's Bonus Potential At Target. The amount earned will be prorated for any bonus period the Executive was not employed by the Company for the entire bonus period based on the portion of the bonus period the Executive was employed by the Company. In no event will any portion of the Bonus Potential At Target be deemed to have been earned by the Executive if the Executive resigns other than for Good Reason or if the Employment is terminated for Cause.

2.9 CAUSE: As used in this Agreement:

(a) The term "Cause" or "for cause" or "with cause" (in upper or lower case) means only any one or more of the following except as excluded by subparagraph (b): (1) the Executive's conviction of a felony; (2) the Executive's willful, material and irreparable breach of this Agreement (other than for reason of illness or disability); (3) the Executive's gross negligence in the performance of, or intentional nonperformance of or inattention to, the Executive's material duties and responsibilities hereunder, continuing for thirty (30) days after receipt of

PAGE 2

written notice of need to cure the same; or (4) the Executive's willful dishonesty, fraud or material misconduct with respect to the business or affairs of the Company.

(b) The terms "Cause," "for cause," and "with cause" (in upper or

              lower case) shall not include any of the following: (1) bad
              judgment; (2) negligence other than gross negligence; (3) any act
              or omission that was based upon (i) authority given pursuant to a
              resolution duly adopted by the Board, (ii) instructions of the
              chief executive officer of the Company or (iii) the advice of
              counsel for the Company; or (4) any act or omission that the
              Executive believed in good faith to have been in the interest of
              the Company, without intent of the Executive to gain therefrom,
              directly or indirectly, a personal profit to which he was not
              legally entitled.

2.10   COBRA means the Consolidated Omnibus Budget Reconciliation Act, as the
       same may be amended from time to time, or any successor statute,
       together with any applicable regulations in effect at the time in
       question.

2.11   CONFIDENTIAL INFORMATION means information of any BindView Business that
       the Executive learns in the course of the Employment, other than
       information which the Executive can show: (i) was in the Executive's
       possession or within the Executive's knowledge before the Employment; or
       (ii) is or becomes generally known to persons who could take economic
       advantage of it, other than officers, directors, and employees of the
       BindView Companies, without breach of an obligation to a BindView
       Company; or (iii) the Executive obtained from a party having the right
       to disclose it without violation of an obligation to a BindView Company;
       or (iv) is required to be disclosed pursuant to legal process (e.g., a
       subpoena), provided that the Executive notifies the Company immediately
       upon receiving or becoming aware of the legal process in question. No
       combination of information will be deemed to be within any of the four
       exceptions (i) through (iv) in the previous sentence, however, whether
       or not the component parts of the combination are within one or more
       exceptions, unless the combination itself and its economic value and
       principles of operation are themselves within such an exception.

2.12   CORPORATE BONUS PLAN refers to the plan that provides for
       incentive-based annual corporate bonuses for all Company employees other
       than those paid sales commissions, or such other bonus plan as the
       Company may from time to time adopt in its sole discretion, for
       providing such incentive-based annual bonuses. The Corporate Bonus Plan
       shall establish the bonus levels by employee group and the Company- and
       employee-performance criteria required for specified bonus payment
       percentages to be earned. Any such employee-performance criteria which
       the Company makes applicable to the Executive shall be consistent with
       the Executive's Office and Position.

2.13   DAY, in upper or lower case, means a calendar day except as otherwise
       stated.

2.14   DESIGNATED OWNER means (i) the Company or (ii) if from time to time the
       Company designates one or more other BindView Companies to own certain
       inventions or other intellectual-property rights, such designated other
       BindView Company.

2.15   DISABILITY shall mean the inability of the Executive to perform his
       duties hereunder for a continuous period exceeding three months
       (excluding any leaves of absences approved by the Company), as a result
       of incapacity due to mental or physical injury or illness that is
       determined to be

                                                                         PAGE 3

       total and permanent by a physician selected by the Company or its
       insurers and acceptable to the Executive or the Executive's legal
       representative.

2.16   EMPLOYMENT means the Executive's employment with the Company.

2.17   GOOD REASON means the occurrence of any one or more of the following
       events without the Executive's express prior written consent (see also
       the notice-and-cure provision in the definition of Resignation for Good
       Reason):

       (a)    (1) removal of the Executive from the Office or Position, or (if
              re-election is required for the Executive to retain the Office or
              Position) failure to re-elect the Executive to the Office or
              Position; or (2) a material diminution in the Executive's Office,
              Position, status, duties, or responsibility from that held by the
              Executive immediately prior to such change; or (3) the assignment
              by the Company to the Executive of duties that are materially
              inconsistent with the Executive's Office or Position;

       (b)    (1) the Company's requiring the Executive to perform a majority
              of his duties or to be permanently based outside of, or the
              moving of the Executive's principal office space from, the
              Company's Principal Operating Offices; or (2) the Company's
              requiring the Executive to be permanently based (meaning
              requiring the Executive to perform a majority of his duties for a
              period of more than 30 days) anywhere other than within 50 miles
              of the Executive's job location at the time that the directive
              for such relocation is made by the Company;

       (c)    any Reduction in the Executive's Base Salary (except as provided
              in the next sentence), Bonus Potential At Target, or other
              compensation (including without limitation any Reduction of any
              non-contingent bonus- or incentive compensation for which the
              Executive is eligible). Notwithstanding the previous sentence,
              the Executive's Base Salary may be reduced by the Company one
              time during the Employment, if, and on condition that, such
              reduction is part of a uniform, across-the-board base salary
              reduction in which the same percentage reduction is applied to
              all Senior Executives;

       (d)    failure to provide the Executive with any Benefit for which the
              Executive is eligible under the Benefit plan's requirements (and,
              if such Benefit in question is optional, which the Executive has
              elected to receive);

       (e)    any failure of the Company to fulfill its obligations under this
              Agreement or under any stock or stock option agreement, change of
              control agreement, bonus, benefit or incentive plan or other
              agreement between the Executive and the Company (see also the
              notice-and-cure provision in the definition of Resignation for
              Good Reason);

       (f)    failure of the Company to provide or maintain a Corporate Bonus
              Plan whereby the Executive may earn a bonus as set forth in
              Section 4.2; or

       (g)    any purported termination by the Company of the Employment other
              than as expressly permitted by this Agreement.

                                                                         PAGE 4

2.18   INVENTION means any and all inventions, discoveries, and improvements,
       whether or not patentable, along with any and all materials and work
       product relating thereto.

2.19   OFFICE means the office in the Company set forth in Schedule 1. If the
       Company in its sole discretion promotes the Executive to a more senior
       office in the Company (e.g., vice president to senior vice president),
       then the such more senior office shall be deemed the Office for all
       purposes hereunder.

2.20   ON-TARGET PERFORMANCE means the point at which the requirements under
       the Corporate Bonus Plan necessary for a full payout of the Bonus
       Potential at Target have been achieved. The Company performance
       requirements necessary for a full payout will be the same for all
       employees participating in the Corporate Bonus Plan.

2.21   PERSON means a natural person, corporation, partnership, or other legal
       entity, or a joint venture of two or more of the foregoing.

2.22   POSITION means the area of responsibility so identified in Schedule 1.
       If the Company in its sole discretion increases the Executive's area of
       responsibility, then such increased area of responsibility shall be
       deemed the Position for all purposes hereunder.

2.23   PRINCIPAL OPERATING OFFICES means the office of the Company where the
       majority of the other most senior executives of the Company perform the
       majority of their respective duties.

2.24   REDUCTION, as applied to any aspect of the Executive's compensation or
       benefits, means any exclusion, discontinuance without comparable
       replacement, diminution, or reduction in the same as in effect
       immediately prior to such exclusion, discontinuance, diminution, or
       reduction.

2.25   RESIGN FOR GOOD REASON or Resignation for Good Reason means that all of
       the following occur:

       (a)    the Executive notifies the Company in writing, or the Company
              notifies the Employee in writing, in accordance with the notice
              provisions of this Agreement or otherwise, of the occurrence of
              one or more events constituting Good Reason hereunder;

       (b)    the Company fails to revoke, rescind, cancel, or cure the event
              (or if more than one, all such events) that was the subject of
              the notification under subparagraph (a) within 10 business days
              after such notice; and

       (c)    within ten (10) business days after the end of the
              ten-business-day period described in subparagraph (b), the
              Executive delivers to the Company a notice of resignation in
              accordance with this Agreement.

2.26   SCHEDULE 1 means Schedule 1 set forth at the end of this Agreement above
       the parties' signatures.

2.27   SENIOR EXECUTIVES means the executives of the Company holding the
       following positions, by whatever title designated, and no others: chief
       executive officer; chief financial officer; chief technology officer;
       senior vice president of business development; senior vice president of
       worldwide marketing; vice president of worldwide sales; general counsel;
       and chief accounting officer.

                                                                         PAGE 5

2.28   SEVERANCE BENEFITS means the post-employment compensation and benefits
       to be provided to the Executive by the Company in as set forth in
       Section 6.

2.29   SEVERANCE PAYMENT - see Section 6.1.

2.30   TERMINATION DATE means the effective date of a termination of the
       Employment by either the Company or the Executive.

2.31   TRIBUNAL means an arbitration panel, court, or other body of competent
       jurisdiction that is deciding a matter relating to this Agreement.

3.     EMPLOYMENT.

3.1    Position; Office. Subject to the terms and conditions hereinafter set
       forth, the Company hereby agrees to employ the Executive, and the
       Executive hereby agrees to serve the Company, in the Office and Position
       referred to in Schedule 1.

       (a)    The Executive will (i) devote his full time, attention, and
              energies to the business of the Company and will diligently and
              to the best of his ability perform all duties incident to his
              Employment hereunder; (ii) use his best efforts to promote the
              interests and goodwill of the Company; (iii) perform such other
              duties commensurate with the Office and Position as the Chief
              Executive Officer of the Company may from time-to-time assign to
              the Executive.

       (b)    This Section 3.1 shall not be construed as preventing the
              Executive from (i) serving on corporate, civic or charitable
              boards or committees (only with the prior approval of the chief
              executive officer of the Company in the case of corporate
              boards), (ii) engaging in other business activities that do not
              represent a conflict of interest with the full execution of his
              duties to the Company, or (iii) making investments in other
              businesses or enterprises; provided that in no event shall any
              such service, business activity or investment require the
              provision of substantial services by the Executive to the
              operations or the affairs of such businesses or enterprises such
              that the provision thereof would interfere in any respect with
              the performance of the Executive's duties hereunder. Without
              limiting the previous sentence, it is expressly understood and
              agreed that the Executive's engaging in the "Non-Interfering
              Activities," if any, listed in Schedule 1 (or the conduct of
              activities similar in nature and scope thereto) will not be
              deemed to interfere with the performance of the Executive's
              responsibilities to the Company.

3.2    Office Space, Equipment, etc. The Company shall provide the Executive
       with office space, related facilities, equipment, and support personnel
       that are commensurate with the Office and Position.

3.3    Expense Reimbursement.

       (a)    The Company will timely reimburse the Executive for reasonable
              business expenses incurred by the Executive in connection with
              the Employment in accordance with the Company's then-current
              policies.

                                                                         PAGE 6

       (b)    Without limiting Section 2.17(b) (Good Reason includes relocation
              without consent), or this Section 3.3, if the Company determines
              that the Executive shall be relocated, then the Company shall, in
              connection with such relocation, pay or reimburse the Executive
              for all reasonable moving expenses incurred by the Executive.

4.     COMPENSATION AND BENEFITS DURING EMPLOYMENT. During the Employment, the
       Company shall provide compensation and benefits to the Executive as
       follows.

4.1    Base Salary. The Company shall pay the Executive a base salary at a rate
       (before deductions, e.g., for employee-paid insurance premiums;
       deferrals, e.g., for flex-plan contributions; or withholding) not less
       than the Base Salary rate set forth in Schedule 1. If the Company in its
       sole discretion increases the Executive's base salary, then such
       increased salary shall be deemed the Base Salary for all purposes
       hereunder. All salary payments shall be made in accordance with the
       normal payroll practices of the Company but in no less than equal
       semi-monthly installments, less withholding or deductions required by
       law or agreed to by the Executive.

4.2    Annual Bonus. In addition to the Base Salary, the Executive will
       participate in the Company's Corporate Bonus Plan. Executive will be
       paid his Bonus Potential Earned pursuant to terms of the Corporate Bonus
       Plan based on his Bonus Potential At Target and his actual performance
       during the bonus period. The Bonus Potential Earned, if any, will be
       paid in full in cash at the same time as the payment of annual bonuses
       under the Corporate Bonus Plan are made to other participants in the
       plan, with such time to be determined by the Company in its discretion
       but in no event later than (i) 15 days following the completion of the
       Company's annual audit or (ii) the date that the Bonus Potential Earned
       must be paid in order to be deductible by the Company for U.S. federal
       income tax purposes for the tax year in which the Bonus Potential Earned
       was earned, whichever is later.

4.3    Benefits. The Executive shall, upon satisfaction of legal or applicable
       third-party provider eligibility requirements with respect thereto, be
       entitled to participate in all Benefits now or hereafter in effect or
       that are hereafter made available to the Company's employees generally.
       The previous sentence shall not be construed as limiting the Company's
       right, in its sole discretion, to add to, reduce, modify, or eliminate
       any such Benefit. In addition, the Company shall maintain for the
       Executive any specific benefits set forth in Schedule 1.

4.4    Vacation; Holidays; Sick Leave. During the Employment the Executive
       shall be entitled to sick leave, holidays, and an annual vacation, all
       in accordance with the regular policy of the Company for its Senior
       Executives (but in no event less than the minimum annual vacation set
       forth in Schedule 1), during which time his compensation and benefits
       shall be paid or provided in full.

4.5    Annual Compensation Review. At least annually during the Employment, the
       Company shall review with the Executive the Base Salary, the Bonus
       Potential At Target, and all other forms of compensation, which the
       Executive is then receiving (or, in the case of contingent compensation,
       for which the Executive is a participant in the applicable plan). The
       Base Salary may be increased (but not decreased) from time to time as
       determined by the Company's board of directors or the compensation
       committee thereof. The Executive's Bonus Potential At Target shall be
       automatically increased by the same percentage as any increase in the
       Base Salary as provided in

                                                                         PAGE 7

       Section 4.1. Any increase in Base Salary shall not limit or reduce any
       other obligation of the Company to the Executive under this Agreement.
       The Base Salary may not be decreased without the Executive's express
       prior written consent.

5.     TERMINATION OF EMPLOYMENT.

5.1    At-Will Employment; Termination Date. The Executive will be an "at will"
       employee during the entire time of the Employment. Either the Company or
       the Executive may terminate the Employment at any time, for any reason
       or no reason, with or without cause. Any such termination shall be by
       notice in accordance with this Agreement. The Termination Date of the
       Employment will be the termination date stated in the Company's notice
       of termination to the Executive or in the Executive's notice of
       resignation to the Company, as applicable.

5.2    Notice of Resignation; Waiver of Notice Period. If the Executive resigns
       from the Company, the Executive will give the Company at least two (2)
       weeks' prior notice of resignation. The Company may in its discretion
       waive any notice period stated in the Executive's notice of resignation,
       in which case the Termination Date of the Employment will be the date of
       such waiver.

5.3    No Termination of Agreement Per Se. Termination of the Employment will
       not terminate this Agreement per se; to the extent that either party has
       any right under applicable law to terminate this Agreement, any such
       termination of this Agreement shall be deemed solely to be a termination
       of the Employment without affecting any other right or obligation
       hereunder except as provided herein in connection with termination of
       the Employment.

5.4    Termination for Disability. If the Company determines in good faith that
       the Executive has become subject to a Disability during the Employment
       (pursuant to the definition of Disability as set forth in this
       Agreement) and that it intends to terminate the Employment for that
       reason, then it shall give to the Executive written notice in accordance
       with this Agreement of its intention to terminate the Executive's
       employment. If the Company gives the Executive such written notice, the
       Executive's Employment shall terminate effective on the 30th day after
       receipt of such notice by the Executive, provided that, within such
       30-day period, the Executive has not returned to full-time performance
       of the Executive's duties.

5.5    Exit Interview. If the Employment is terminated for any reason other
       than death, then to help the Company protect its intellectual property
       rights and other interests, the Executive shall cooperate in such
       exit-interview procedures as may be reasonably requested by the Company
       and are in keeping with the Company's employment and termination
       policies for all employees, including but not limited to providing the
       Company with reasonably complete and accurate information about any
       plans the Executive may have for future employment to the extent such
       information directly relates to the Company's protection of its
       intellectual property rights. The Company shall complete this
       exit-interview process within 30 days after the Termination Date.

5.6    Transition of Email, etc. If the Employment is terminated by either the
       Executive or the Company, the Company will provide reasonable
       cooperation in (i) permitting the Executive to copy or remove the
       Executive's personal files (not including Company confidential
       information) from the Executive's

                                                                         PAGE 8

       computer and office, and (ii) arranging for any personal emails or phone
       messages to be forwarded to the Executive.

5.7    Payments Following Termination . If the Employment is terminated for any
       reason, either by the Company or by the Executive's resignation, then
       the Company shall pay the Executive the following amounts as part of the
       Company's next regular payroll cycle but in no event later than thirty
       (30) days after the Termination Date, to the extent that the same have
       not already been paid:

       (a)    any and all salary and vacation pay earned through the
              Termination Date; and

       (b)    any reimbursable expenses properly reported by the Executive.

       The Company shall also pay any Bonus Potential Earned at the same time
       that payments are made to other participants in the Corporate Bonus
       Plan.

6.     SEVERANCE BENEFITS UPON CERTAIN TERMINATIONS

6.1    Severance Payment. If (1) the Employment is terminated by the Company
       other than for Cause, or (2) the Executive resigns for Good Reason, or
       (3) the Executive dies, then:

       (a)    the Company shall pay to the Executive, if living, an amount (the
              "SEVERANCE PAYMENT") equal to one (1) times the highest Base
              Salary in effect (i) during the 12 months immediately prior to
              the Termination Date or (ii) during the Employment, if the
              Employment has lasted less than 12 months. The Severance Payment
              shall be paid in equal, twice-monthly installments over a period
              of 12 months after the Termination Date;

       (b)    if the Executive is not living, then the Severance Payment shall
              be paid to the Executive's heir(s), assign(s),
              successor(s)-in-interest, or legal representative(s), in the same
              manner as specified in subparagraph (a); and

       (c)    as a condition to providing the Executive with the Severance
              Payment, the Company, in its sole discretion, may require the
              Executive to first execute a release, in the form attached hereto
              as Exhibit A

6.2    Continuation of Insurance and Related Benefits. If (1) the Employment is
       terminated by the Company other than for Cause, or (2) the Executive
       resigns for Good Reason, or (3) the Executive dies, then:

       (a)    The Company shall, to the greatest extent permitted by applicable
              law and the terms and conditions of the applicable insurance or
              benefit plan, maintain the Executive (if living) and the
              Executive's dependents as participants in the life, health,
              dental, accident, disability insurance, and similar benefit plans
              offered to (and on the same terms as) other Senior Executives
              until the 12-month anniversary of the Termination Date.

       (b)    To the extent that applicable law or the terms and conditions of
              the applicable insurance or benefit plan do not permit the
              Company to comply with subparagraph (a), the Company shall
              reimburse the Executive (if living) and the Executive's
              dependents, for all expenses incurred by any of them in
              maintaining the same levels of coverage under COBRA as in the

                                                                         PAGE 9

              plans referred to in subparagraph (a), for the same period as
              provided in subparagraph (a), but solely to the extent that such
              expenses exceed the deduction or amount that would have been
              required to be paid by the Executive for such coverage if the
              Employment had not been terminated.

       (c)    If Employment is terminated by the Executive's death, or if the
              Executive dies before the expiration of the Company's obligation
              under this Section 6.2, then the Company shall continue to
              maintain coverage for the Executive's dependents under all
              insurance plans referred to in this Section 6.2 for which such
              dependents had coverage as of the date of the Executive's death,
              at the same coverage levels and for the same period of time as
              would have been required had the Executive not died.

       (d)    Following the expiration of such coverage period by the Company
              the Executive (if living) and the Executive's dependents will be
              entitled to elect to maintain coverage under such insurance- and
              benefit plans in accordance with COBRA to the fullest extent
              available under law.

6.3    D&O Insurance and Indemnification. Through at least the tenth
       anniversary of the Termination Date, the Company shall maintain coverage
       for the Executive as an additional insured on all directors' and
       officers' insurance maintained by the Company for the benefit of its
       directors and officers on at least the same basis as all other covered
       individuals and provide the Executive with at least the same corporate
       indemnification as it provides to other Senior Executives.

6.4    No Other Severance Benefits. Other than as described above in this
       Section 6.2, the Executive shall not be entitled to any payment,
       benefit, damages, award or compensation in connection with termination
       of the Employment, by either the Company or the Executive, except as may
       be expressly provided in another written agreement, if any, executed by
       the Executive and by an authorized officer of the Company. Neither the
       Executive nor the Company is obligated to enter into any such other
       written agreement.

6.5    No Waiver of ERISA-Related Rights. Nothing in this Agreement shall be
       construed to be a waiver by the Executive of any benefits accrued for or
       due to the Executive under any employee benefit plan (as such term is
       defined in the Employees' Retirement Income Security Act of 1974, as
       amended) maintained by the Company, if any, except that the Executive
       shall not be entitled to any severance benefits pursuant to any
       severance plan or program of the Company other than as provided herein.

6.6    Mitigation Not Required. The Executive shall not be required to mitigate
       the amount of any payment or benefit which is to be paid or provided by
       the Company pursuant to this Section 6. Any remuneration received by the
       Executive from a third party following termination of the Employment
       shall not apply to reduce the Company's obligations to make payments or
       provide benefits hereunder.

7.     TAX WITHHOLDING. Notwithstanding any other provision of this Agreement,
       the Company may withhold from amounts payable under this Agreement, or
       under any other agreement between the Executive and the Company, all
       federal, state, local and foreign taxes that are required to be withheld
       by applicable laws or regulations.

                                                                        PAGE 10

8.       CONFIDENTIAL INFORMATION.

8.1    The Executive acknowledges that the law provides the Company with
       protection for its trade secrets and confidential information. The
       Executive will not disclose, directly or indirectly, any Confidential
       Information without authorization from the Company's management. The
       Executive will not use any Confidential Information in any way, either
       during or after the Employment with the Company, except as required in
       the course of the Employment.

8.2    The Executive will strictly adhere to any obligations that may be owed
       to former employers insofar as the Executive's use or disclosure of
       their confidential information is concerned.

8.3    All originals and all copies of any drawings, blueprints, manuals,
       reports, computer programs or data, notebooks, notes, photographs, and
       all other recorded, written, or printed matter relating to research,
       manufacturing operations, or business of the Company made or received by
       the Executive during the Employment are the property of the Company.
       Upon any termination of the Employment, regardless of the circumstances,
       the Executive will immediately deliver to the Company all property of
       the Company which may still be in the Executive's possession. The
       Executive will not remove or assist in removing such property from the
       Company's premises under any circumstances, either during the Employment
       or after termination thereof, except as authorized by the Company
       management.

9.     OWNERSHIP OF INTELLECTUAL PROPERTY. The following provisions apply
       except to the extent, if any, expressly stated otherwise in Schedule 1.

9.1    The Company will be the sole owner of any and all BindView Inventions
       and BindView Materials which the Executive participates in inventing or
       developing in any way. The Executive will promptly disclose to the
       Company, or its nominee(s), without additional compensation, all
       BindView Inventions and BindView Materials. The Executive will assist
       the Company, at the Company's expense, in protecting any intellectual
       property rights that may be available anywhere in the world for BindView
       Inventions and BindView Materials, including but not limited to signing
       U.S. or foreign patent applications, oaths or declarations relating to
       such patent applications, and similar documents. To the extent that any
       BindView Invention or BindView Materials are eligible under applicable
       law to be deemed a "work made for hire," or otherwise to be owned
       automatically by the Company, the same will be deemed as such, without
       additional compensation to the Executive.

9.2    To the extent that, as a matter of law, the Executive retains any
       so-called "moral rights" or similar rights as in any BindView Invention
       or BindView Materials, the Executive authorizes the Company or its
       designee to make any changes it desires to any part of the same; to
       combine any such part with other materials; and to withhold the
       Executive's identity in connection with any business operations relating
       to the same; in any case without additional compensation to the
       Executive.

10.    NONCOMPETITION COVENANT.

10.1   The Company agrees to provide the Executive, during the Employment, with
       on-going access to pre-existing and new Confidential Information
       commensurate with the Executive's duties, including

                                                                        PAGE 11

       but not limited to access to appropriate portions of the Company's
       computer network. To aid in the protection of the Company's legitimate
       interests in such Confidential Information, and further in consideration
       of the Company's agreement hereunder to provide the Executive with
       Severance Benefits, the Executive agrees that, beginning on the date
       that the Company first provides the Executive with such access in any
       form, and ending one year thereafter (subject to tolling as provided in
       Section 10.4), unless the Company in its sole discretion gives its prior
       written consent, the Executive will not, directly or indirectly:

       (a)    participate, for himself or on behalf of any other Person, in any
              business that competes with any BindView Business anywhere in the
              world, where the Executive's Employment related in any way to
              such BindView Business. As used in the previous sentence,
              "participate" includes but is not limited to permitting the
              Executive's name directly or indirectly to be used by or to
              become associated with any other Person (including as an advisor,
              representative, agent, promoter, independent contractor, provider
              of personal services or otherwise) in connection with such
              competing business;

       (b)    interfere, directly or indirectly, with the relationship between
              any BindView Company and its employees by inducing any such
              employee to terminate his or her employment;

       (c)    solicit for employment, directly or indirectly, on behalf of the
              Executive or any other Person, any person who is at the time in
              question, or at any time in the then-past three-month period has
              been, an employee of any of the BindView Companies; or

       (d)    induce or assist any other Person to engage in any of the
              activities described in subparagraphs (i) through (iii).

10.2   The Executive acknowledges that the Company would not permit the
       Executive to have or to continue to have access to Confidential
       Information without the Executive's agreement to the restrictions in
       Section 10.1. The Executive further acknowledges and agrees that: (i)
       the restrictions in Section 10.1 are fair and reasonable and the result
       of negotiation, relate to special, unique and extraordinary matters.

10.3   If the Executive has never been provided with any access to Confidential
       Information at the time the Employment is terminated (including but not
       limited to never having been provided access to an email account or
       other access to a computer network of any BindView Company), then the
       Executive will be automatically released from the restrictions in
       Section 10.1. Such release will be the Executive's EXCLUSIVE REMEDY for
       any actual or alleged breach of this Agreement by the Company in not
       providing such access.

10.4   If the Executive violates the restrictions set forth in Section 10.1,
       and the Company brings a legal action for injunctive or other relief,
       the Company shall not be deprived of the benefit of those restrictions.
       Accordingly, the restrictions in Section 10.1 will be tolled during any
       period in which the Executive violates any of such restrictions until
       the date of entry by a court of competent jurisdiction of a final
       judgment enforcing such restrictions in Section 10.1, as written or as
       modified by the court.

                                                                        PAGE 12

10.5   The Company will not unreasonably withhold its consent under Section
       10.1 to the Executive's employment, after the Employment, by a
       corporation that competes with one or more of the BindView Companies,
       but only if, before starting the new employment, the Executive provides
       the Company with a document reasonably satisfactory to the Company,
       signed by both the Executive and such corporation, containing (i) a
       written description of the Executive's duties in the new job, and (ii)
       specific assurances that in the new job the Executive will neither use
       nor disclose Confidential Information of any BindView Company.

10.6   The Executive may acquire a direct or indirect ownership interest of not
       more than 5% of the outstanding securities of any corporation which is
       engaged in activities prohibited by Section 10.1 which is listed on any
       recognized securities exchange or traded in the over-the-counter market
       in the United States, provided that such investment is of a totally
       passive nature and does not involve the Executive's devoting time to the
       management or operations of such corporation.

10.7   If a Tribunal determines that any of the restrictions set forth in
       Section 10.1 is unreasonably broad or otherwise unenforceable under
       applicable law, then (i) such determination shall be binding only within
       the geographical jurisdiction of the Tribunal, and (ii) the restriction
       will not be terminated or rendered unenforceable, but instead will be
       reformed (solely for enforcement within the geographic jurisdiction of
       the Tribunal) to the minimum extent required to render it enforceable.

11.    EMPLOYEE HANDBOOKS, ETC. From time to time, the Company may, in its
       discretion, establish, maintain and distribute employee manuals or
       handbooks or personnel policy manuals, and officers or other
       representatives of the Company may make written or oral statements
       relating to personnel policies and procedures. The Executive will adhere
       to and follow all rules, regulations, and policies of the Company set
       forth in such manuals, handbooks, or statements as they now exist or may
       later be amended or modified. Such manuals, handbooks and statements do
       not constitute a part of this Agreement nor a separate contract, and
       shall not be deemed as amending this Agreement or as creating any
       binding obligation on the part of the Company, but are intended only for
       general guidance.

12.    ARBITRATION.

12.1   Except as set forth in Section 12.3 or to the extent prohibited by
       applicable law, any dispute, controversy or claim arising out of (by
       statute, common law, or otherwise) or relating to (i) this Agreement or
       its interpretation, performance, or alleged breach, or (ii) the
       Employment, including but not limited to its commencement and its
       termination, will be submitted to binding arbitration before a single
       arbitrator in accordance with the National Rules for the Resolution of
       Employment Disputes of the American Arbitration Association (AAA) in
       effect on the date of the demand for arbitration.

12.2   The arbitration shall take place before a single arbitrator, who will
       preferably but not necessarily (x) be a practicing attorney, and (y)
       have at least five years' experience in working in or with computer
       software companies. Unless otherwise agreed by the parties, the
       arbitration shall take place in the city in which the Executive's
       principal office space is located at the time of the dispute or was
       located at the time of termination of the Employment (if applicable).
       Unless otherwise agreed by the parties, the Company will pay all
       reasonable fees and expenses charged by the arbitrator and

                                                                        PAGE 13

       the AAA but will not pay the Executive's fees or expenses associated
       with the arbitration. The arbitrator is hereby directed to take all
       reasonable measures not inconsistent with the interests of justice to
       expedite, and minimize the cost of, the arbitration proceedings.
       Judgment upon the award rendered by the arbitrator may be entered in any
       court having jurisdiction.

12.3   To protect Inventions, trade secrets, or other confidential information,
       the Company may seek temporary, preliminary, and permanent injunctive
       relief in a court of competent jurisdiction, including but not limited
       to an injunction enforcing the provisions of Sections 8, 9, and 10, in
       each case, without waiving its right to arbitration.

12.4   At the request of either party, the arbitrator may take any interim
       measures s/he deems necessary with respect to the subject matter of the
       dispute, including measures for the preservation of confidentiality set
       forth in this Agreement.

13.    OTHER PROVISIONS.

13.1   This Agreement shall inure to the benefit of and be binding upon (i) the
       Company and its successors and assigns and (ii) the Executive and the
       Executive's heirs and legal representatives, except that the Executive's
       duties and responsibilities under this Agreement are of a personal
       nature and will not be assignable or delegable in whole or in part
       without the Company's prior written consent.

13.2   The Executive represents and warrants (i) that he has no obligations,
       contractual or otherwise, inconsistent with the Executive's obligations
       set forth in this Agreement, and (ii) that all of his responses to any
       requests, by or on behalf of the Company, for information and/or
       documents, in connection with the Company's hiring of the Executive
       and/or with the negotiation of this Agreement, are truthful and
       complete.

13.3   All notices and statements with respect to this Agreement must be in
       writing and shall be delivered by certified mail return receipt
       requested; hand delivery with written acknowledgment of receipt; or
       overnight courier with delivery-tracking capability. Notices to the
       Company shall be addressed to the Company's general counsel or chief
       executive officer at the Company's then-current Principal Operating
       Offices. Notices to the Executive may be delivered to the Executive in
       person or to the Executive's then-current home address as indicated on
       the Executive's pay stubs or, if no address is so indicated, as set
       forth in the Company's payroll records. A party may change its address
       for notice by the giving of notice thereof in the manner hereinabove
       provided.

13.4   If the Executive Resigns for Good Reason because of (i) the Company's
       failure to pay the Executive on a timely basis the amounts to which he
       is entitled under this Agreement or (ii) any other breach of this
       Agreement by Company, then the Company shall pay all amounts and damages
       to which the Executive may be entitled as a result of such failure or
       breach, including interest thereon at the maximum non-usurious rate and
       all reasonable legal fees and expenses and other costs incurred by the
       Executive to enforce the Executive's rights hereunder and the Executive
       will be relieved of all obligations under Section 10 (noncompetition).

                                                                        PAGE 14

13.5   This Agreement sets forth the entire present agreement of the parties
       concerning the subjects covered herein; there are no promises,
       understandings, representations, or warranties of any kind concerning
       those subjects except as expressly set forth in this Agreement.

13.6   Any modification of this Agreement must be in writing and signed by all
       parties; any attempt to modify this Agreement, orally or in writing, not
       executed by all parties will be void.

13.7   If any provision of this Agreement, or its application to anyone or
       under any circumstances, is adjudicated to be invalid or unenforceable
       in any jurisdiction, such invalidity or unenforceability will not affect
       any other provision or application of this Agreement which can be given
       effect without the invalid or unenforceable provision or application and
       will not invalidate or render unenforceable such provision or
       application in any other jurisdiction.

13.8   This Agreement will be governed and interpreted under the laws of the
       United States of America and of the State of Texas law as applied to
       contracts made and carried out in entirely Texas by residents of that
       State.

13.9   No failure on the part of any party to enforce any provisions of this
       Agreement will act as a waiver of the right to enforce that provision.

13.10  Termination of the Employment, with or without Cause, will not affect
       the continued enforceability of this Agreement.

13.11  Section headings are for convenience only and shall not define or limit
       the provisions of this Agreement.

13.12  This Agreement may be executed in several counterparts, each of which is
       an original. It shall not be necessary in making proof of this Agreement
       or any counterpart hereof to produce or account for any of the other
       counterparts. A copy of this Agreement manually signed by one party and
       transmitted to the other party by FAX or in image form via email shall
       be deemed to have been executed and delivered by the signing party as
       though an original. A photocopy of this Agreement shall be effective as
       an original for all purposes.

                            (Signature page follows)

PAGE 15


SCHEDULE 1

Effective Date

Office

Position

Base Salary

Bonus Potential At Target

Minimum annual vacation

Specific benefits

Non-Interfering Activities

THIS AGREEMENT CONTAINS PROVISIONS REQUIRING BINDING ARBITRATION OF DISPUTES, WHICH HAVE THE EFFECT OF WAIVING EACH PARTY'S RIGHT TO A JURY TRIAL. By signing this Agreement, the Executive acknowledges that the Executive (1) has read and understood the entire Agreement; (2) has received a copy of it (3) has had the opportunity to ask questions and consult counsel or other advisors about its terms; and (4) agrees to be bound by it. Executed to be effective as of the Effective Date.

BINDVIEW CORPORATION, BY:                    EXECUTIVE


---------------------------                  ---------------------------
Eric J. Pulaski, President                   Signature
and Chief Executive Officer

PAGE 16

EXHIBIT A
FORM OF GENERAL RELEASE

I, the undersigned, execute this release ("Release") in consideration of, and as a condition precedent to, my being provided certain Severance Benefits pursuant to an Executive Employment Agreement, between myself (referred to therein as the "Executive") and BINDVIEW CORPORATION ("BindView").

1. On behalf of myself, my attorneys, heirs, executors, administrators, successors, and assigns, I hereby fully release and discharge BindView, its parent, subsidiary, and affiliate corporations, and related companies, as well as all predecessors, successors, assigns, directors, officers, partners, agents, employees, former employees, heirs, executors, attorneys, and administrators (hereinafter "BindView, et al."), from all suits, causes of action, and/or claims of any nature whatsoever, whether known, unknown, or unforeseen, which I have or may have against BindView, et al., arising out of any event, transaction, or matter that occurred before the date of my signing of this Release. I covenant that neither I, nor any person, organization, or other entity on my behalf, will sue BindView, et al., or initiate any type of action for damages, against BindView, et al. with respect to any event, transaction, or matter that occurred before the date of my signing of this Release. I understand and agree that this Release is a GENERAL RELEASE.

2. This Release specifically includes, but is not limited to, a release of all claims of breach of contract, employment discrimination, (including, but not limited to, discrimination on the basis of race, sex, religion, national origin, age, disability or any other protected status, and coming within the scope of Title VII of the U.S. Civil Rights Act, as amended, the U.S. Age Discrimination in Employment Act, as amended, the U.S. Older Workers Benefit Protection Act, or any other applicable state or federal statute in any U.S. of foreign jurisdiction), claims concerning recruitment, hiring, salary rate, stock options, severance pay, wages or benefits due, employment status, libel, slander, defamation, intentional or negligent misrepresentation and/or infliction of emotional distress, together with any and all tort, contract, or other claims which might have been asserted by my or on my behalf in any suit, charge of discrimination, or claim against BindView, et al.

3. If I have passed my fortieth (40th) birthday, I acknowledge that:

a. I have been given an opportunity of forty-five (45) days to consider this Release and that I have been encouraged by BindView to discuss its terms with legal counsel of my own choosing and at my own expense;

b. For a period of seven (7) days following my execution of this Release, I will have the right (referred to herein as the "Revocation Right") to revoke my waiver of claims arising under the Age Discrimination in Employment Act ("ADEA"), a U.S. federal statute that prohibits employers from discriminating against employees who are over the age of 40. If I wish to exercise the Revocation Right:

i. I must inform BindView by delivering a written notice of revocation to BindView's Houston office, attention:
General Counsel, no later than 5:00 p.m. on the seventh calendar day after the date written by my signature below; and

PAGE 17

ii. If I do so, then (a) the Release shall be voided as to claims arising under the ADEA, but (b) the Release shall remain in full force and effect as to any and all other claims.

4. I agree that except as expressly provided otherwise herein, this Release may not be released, discharged, abandoned, supplemented, changed, or modified in any manner, except by an instrument in writing signed by me and a duly authorized member of the management of BindView.

Date:  ____________________                  _____________________________
                                             [Signature]


                                             _____________________________
                                             Printed Name

PAGE 18

EXHIBIT 10.53

Executive Employment Agreement EXECUTIVE:

BINDVIEW CORPORATION

EXECUTIVE EMPLOYMENT AGREEMENT

THIS EXECUTIVE EMPLOYMENT AGREEMENT (this "AGREEMENT") is made between BindView Development Corporation, a Texas corporation (the "COMPANY"), and the "EXECUTIVE" identified above. Unless otherwise indicated, all references to Sections are to Sections in this Agreement. This Agreement, when executed by both the Executive and the Company, is effective as of the date executed by the Executive as written on the signature page ("EFFECTIVE DATE"). This Agreement replaces and supersedes any and all prior employment agreements between the Company and the Executive, but does not supersede or replace stock-option agreements, Benefit-related agreements, and the like. 1. BACKGROUND.

1.1 The Executive currently holds an executive position with the Company and/or with another BindView Company. As a result, the Executive has significant responsibility for the Company's management, profitability and growth. Likewise, the Executive possesses an intimate knowledge of the Company's business and affairs, including its policies, plans, methods, personnel, opportunities, and challenges.

1.2 The Compensation Committee of the Company's Board of Directors (the "Board") considers the continued employment of the Executive to be in the best interests of the Company and its shareholders. The Compensation Committee desires to structure the Executive's compensation to encourage the Executive to remain in service to the Company, in part by providing for certain severance benefits if the Executive's employment ends in certain specified ways.

1.3 If the Executive is designated by the Company to serve as an officer (or comparable position) of another BindView Company and to be based in a non-U.S. country in which such other BindView Company is based, then the Company may, in its sole discretion from time to time:

(a) direct the Executive to fulfill particular ones of the Executive's obligations to the Company by performing such obligations for the benefit of such other BindView Company, mutatis mutandis ("necessary changes having been made"); and

(b) fulfill its obligations to the Executive by causing such other BindView Company to fulfill such obligations.

2. DEFINITIONS. For purposes of this Agreement, the following terms have the meanings set forth below. Other defined terms have the meanings set forth in the provisions of this Agreement in which they are used.

2.1 BASE SALARY - see Section 4.1.

2.2 BENEFIT means any Company- provided or -sponsored pension plan, 401k plan, insurance plan, employee stock purchase plan, or other employee benefit plan, program or arrangement, made available to to employees of the particular BindView Company that is based in the country where the Executive is based. EXAMPLE: If (i) a particular benefit is provided to the employees of


Executive Employment Agreement EXECUTIVE:

BindView UK Limited generally, and (ii) the Executive is based in the UK, then (iii) such benefit will be deemed a Benefit for purposes of this Agreement.

2.3 BINDVIEW BUSINESS is intentionally defined broadly in view of the Executive's senior position with the Company; it means (1) any business engaged in by the Company or any other BindView Company during the Executive's Employment, or (2) any other business as to which the Company or any other BindView Company has made demonstrable preparation to engage in during such Employment and (i) in which preparation the Executive materially participated, or (ii) concerning which preparation the Executive had access to Confidential Information.

2.4 BINDVIEW COMPANY or BINDVIEW COMPANIES means BindView and its affiliates. For purposes of this Agreement, (i) an affiliate of a Person is defined as any other Person that controls or is controlled by or is under common control with that Person, and (ii) control is defined as the direct or indirect ownership of at least fifty percent (50%) of the equity or beneficial interest in such Person or the right to vote for or appoint a majority of the board of directors or other governing body of such Person.

2.5 BINDVIEW INVENTION means any Invention that is made, conceived, or reduced to practice by any person (in whole or in part, either alone or jointly with others, whether or not during regular working hours), whether or not potentially patentable or copyrightable in the U.S. or elsewhere, and the Invention either: (i) involves equipment, supplies, facilities, or trade secret information of any BindView Company; (ii) involves the time for which the person was compensated by any BindView Company; (iii) relates to any BindView Business; or (iv) results, in whole or in part, from work which the person performed for any BindView Company.

2.6 BINDVIEW MATERIALS means any and all reports, notes, emails, manuals, computer programs or data, photographs, and all other recorded, written, or printed matter, in any format (including but not limited to electronic and hard-copy formats), (i) that the Executive receives from any BindView Company, or (ii) that the Executive creates during the Employment and that relate to any BindView Business, or (iii) that contain Confidential Information of any BindView Company.

2.7 BONUS POTENTIAL AT TARGET means the bonus amount that would be earned by the Executive under the Corporate Bonus Plan if On-Target Performance has been achieved. The Executive's current Bonus Potential At Target is set forth in Schedule 1. Such bonus amount shall be automatically increased by the same percentage as any increase in Base Salary (see also Section 4.1), as well as any other increases in such bonus amount that the Company, in its sole discretion, may grant in the future. If such bonus amount is increased at any time, then the resulting increased bonus amount shall be deemed the Bonus Potential At Target for all purposes hereunder.

2.8 BONUS POTENTIAL EARNED means the amount of the Executive's Bonus Potential At Target that was earned during the bonus period in question. The amount earned will be equal to the Percent of Bonus Potential at Target Earned (as that term is used in the Corporate Bonus Plan) during the bonus period that corresponds to actual performance during that period, multiplied by the Executive's Bonus Potential At Target. The amount earned will be prorated for any bonus period the Executive was not employed by the Company for the entire bonus period based on the portion of the bonus period the Executive was employed by the Company. In no event will any portion of the Bonus Potential

-2-

Executive Employment Agreement EXECUTIVE:

       At Target be deemed to have been earned by the Executive if the Executive
       resigns other than for Good Reason or if the Employment is terminated for
       Cause.

2.9    CAUSE:  As used in this Agreement:

       (a) The term "Cause" or "for cause" or "with cause" (in upper or lower
           case) means only any one or more of the following except as excluded
           by subparagraph (b): (1) the Executive's conviction of a felony; (2)
           the Executive's willful, material and irreparable breach of this
           Agreement (other than for reason of illness or disability); (3) the
           Executive's gross negligence in the performance of, or intentional
           nonperformance of or inattention to, the Executive's material duties
           and responsibilities hereunder, continuing for thirty (30) days after
           receipt of written notice of need to cure the same; or (4) the
           Executive's willful dishonesty, fraud or material misconduct with
           respect to the business or affairs of the Company.

       (b) The terms "Cause," "for cause," and "with cause" (in upper or lower
           case) shall not include any of the following: (1) bad judgment; (2)
           negligence other than gross negligence; (3) any act or omission that
           was based upon (i) authority given pursuant to a resolution duly
           adopted by the Board, (ii) instructions of the chief executive
           officer of the Company or (iii) the advice of counsel for the
           Company; or (4) any act or omission that the Executive believed in
           good faith to have been in the interest of the Company, without
           intent of the Executive to gain therefrom, directly or indirectly, a
           personal profit to which he was not legally entitled.

2.10   COBRA means the Consolidated Omnibus Budget Reconciliation Act, as the
       same may be amended from time to time, or any successor statute, together
       with any applicable regulations in effect at the time in question.

2.11   CONFIDENTIAL INFORMATION means information of any BindView Business that
       the Executive learns in the course of the Employment, other than
       information which the Executive can show: (i) was in the Executive's
       possession or within the Executive's knowledge before the Employment; or
       (ii) is or becomes generally known to persons who could take economic
       advantage of it, other than officers, directors, and employees of the
       BindView Companies, without breach of an obligation to a BindView
       Company; or (iii) the Executive obtained from a party having the right to
       disclose it without violation of an obligation to a BindView Company. No
       combination of information will be deemed to be within any of the four
       exceptions (i) through (iii) in the previous sentence, however, whether
       or not the component parts of the combination are within one or more
       exceptions, unless the combination itself and its economic value and
       principles of operation are themselves within such an exception.

2.12   CORPORATE BONUS PLAN refers to the plan that provides for incentive-based
       annual corporate bonuses for all Company employees other than those paid
       sales commissions, or such other bonus plan as the Company may from time
       to time adopt in its sole discretion, for providing such incentive-based
       annual bonuses. The Corporate Bonus Plan shall establish the bonus levels
       by employee group and the Company- and employee-performance criteria
       required for specified bonus payment percentages to be earned. Any such
       employee-performance criteria which the Company makes applicable to the
       Executive shall be consistent with the Executive's Office and Position.

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Executive Employment Agreement EXECUTIVE:

2.13   DAY, in upper or lower case, means a calendar day except as otherwise
       stated.

2.14   DESIGNATED OWNER means (i) the Company or (ii) if from time to time the
       Company designates one or more other BindView Companies to own certain
       inventions or other intellectual-property rights, such designated other
       BindView Company.

2.15   DISABILITY means the inability of the Executive to perform his duties
       hereunder for a continuous period exceeding three months (excluding any
       leaves of absences approved by the Company), as a result of incapacity
       due to mental or physical injury or illness that is determined to be
       total and permanent by a physician selected by the Company or its
       insurers and acceptable to the Executive or the Executive's legal
       representative.

2.16     EMPLOYMENT means the Executive's employment with the Company.

2.17   GOOD REASON means the occurrence of any one or more of the following
       events without the Executive's express prior written consent (see also
       the notice-and-cure provision in the definition of Resignation for Good
       Reason):

       (a) (1) removal of the Executive from the Office or Position, or (if
           re-election is required for the Executive to retain the Office or
           Position) failure to re-elect the Executive to the Office or
           Position; or (2) a material diminution in the Executive's Office,
           Position, status, duties, or responsibility from that held by the
           Executive immediately prior to such change; or (3) the assignment by
           the Company to the Executive of duties that are materially
           inconsistent with the Executive's Office or Position;

       (b) (1) the Company's requiring the Executive to perform a majority of
           his duties or to be permanently based outside of, or the moving of
           the Executive's principal office space from, the Company's Principal
           Operating Offices; or (2) the Company's requiring the Executive to be
           permanently based (meaning requiring the Executive to perform a
           majority of his duties for a period of more than 30 days) anywhere
           other than within 50 miles of the Executive's job location at the
           time that the directive for such relocation is made by the Company;

       (c) any Reduction in the Executive's Base Salary (except as provided in
           the next sentence), Bonus Potential At Target, or other compensation
           (including without limitation any Reduction of any non-contingent
           bonus- or incentive compensation for which the Executive is
           eligible). Notwithstanding the previous sentence, the Executive's
           Base Salary may be reduced by the Company one time during the
           Employment, if, and on condition that, such reduction is part of a
           uniform, across-the-board base salary reduction in which the same
           percentage reduction is applied to all executives of the Company of
           comparable position and responsibility;

       (d) failure to provide the Executive with any Benefit for which the
           Executive is eligible under the Benefit plan's requirements (and, if
           such Benefit in question is optional, which the Executive has elected
           to receive);

       (e) any failure of the Company to fulfill its obligations under this
           Agreement or under any stock or stock option agreement, change of
           control agreement, bonus, benefit or incentive plan or

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Executive Employment Agreement EXECUTIVE:

           other agreement between the Executive and the Company (see also the
           notice-and-cure provision in the definition of Resignation for Good
           Reason);

       (f) failure of the Company to provide or maintain a Corporate Bonus Plan
           whereby the Executive may earn a bonus as set forth in Section 4.2;
           or

       (g) any purported termination by the Company of the Employment other than
           as expressly permitted by this Agreement.

2.18   INVENTION means any and all inventions, discoveries, and improvements,
       whether or not patentable, along with any and all materials and work
       product relating thereto.

2.19   OFFICE means the office in the Company set forth in Schedule 1. If the
       Company in its sole discretion promotes the Executive to a more senior
       office in the Company (e.g., vice president to senior vice president),
       then the such more senior office shall be deemed the Office for all
       purposes hereunder.

2.20   ON-TARGET PERFORMANCE means the point at which the requirements under the
       Corporate Bonus Plan necessary for a full payout of the Bonus Potential
       at Target have been achieved. The Company performance requirements
       necessary for a full payout will be the same for all employees
       participating in the Corporate Bonus Plan.

2.21   PERSON means a natural person, corporation, partnership, or other legal
       entity, or a joint venture of two or more of the foregoing.

2.22   POSITION means the area of responsibility so identified in Schedule 1. If
       the Company in its sole discretion increases the Executive's area of
       responsibility, then such increased area of responsibility shall be
       deemed the Position for all purposes hereunder.

2.23   PRINCIPAL OPERATING OFFICES means the principal office of the BindView
       Company to which the Executive is assigned by the Company.

2.24   REDUCTION, as applied to any aspect of the Executive's compensation or
       benefits, means any exclusion, discontinuance without comparable
       replacement, diminution, or reduction in the same as in effect
       immediately prior to such exclusion, discontinuance, diminution, or
       reduction.

2.25   RESIGN FOR GOOD REASON or Resignation for Good Reason means that all of
       the following occur:

       (a) the Executive notifies the Company in writing, or the Company
           notifies the Employee in writing, in accordance with the notice
           provisions of this Agreement or otherwise, of the occurrence of one
           or more events constituting Good Reason hereunder;

       (b) the Company fails to revoke, rescind, cancel, or cure the event (or
           if more than one, all such events) that was the subject of the
           notification under subparagraph (a) within 10 business days after
           such notice; and

       (c) within ten (10) business days after the end of the ten-business-day
           period described in subparagraph (b), the Executive delivers to the
           Company a notice of resignation in accordance with this Agreement.

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Executive Employment Agreement EXECUTIVE:

2.26   SCHEDULE 1 means Schedule 1 set forth at the end of this Agreement above
       the parties' signatures.

2.27   SEVERANCE BENEFITS means the post-employment compensation and benefits to
       be provided to the Executive by the Company in as set forth in Section 6.

2.28   SEVERANCE PAYMENT - see Section 6.1.

2.29   TERMINATION DATE means the effective date of a termination of the
       Employment by either the Company or the Executive.

2.30   TRIBUNAL means an arbitration panel, court, or other body of competent
       jurisdiction that is deciding a matter relating to this Agreement.

3.     EMPLOYMENT.

3.1    Position; Office. Subject to the terms and conditions hereinafter set
       forth, the Company hereby agrees to employ the Executive, and the
       Executive hereby agrees to serve the Company, in the Office and Position
       referred to in Schedule 1.

       (a) The Executive will (i) devote his full time, attention, and energies
           to the business of the Company and will diligently and to the best of
           his ability perform all duties incident to his Employment hereunder;
           (ii) use his best efforts to promote the interests and goodwill of
           the Company; (iii) perform such other duties commensurate with the
           Office and Position as the Chief Executive Officer of the Company may
           from time-to-time assign to the Executive.

       (b) This Section 3.1 shall not be construed as preventing the Executive
           from (i) serving on corporate, civic or charitable boards or
           committees (only with the prior approval of the chief executive
           officer of the Company in the case of corporate boards), (ii)
           engaging in other business activities that do not represent a
           conflict of interest with the full execution of his duties to the
           Company, or (iii) making investments in other businesses or
           enterprises; provided that in no event shall any such service,
           business activity or investment require the provision of substantial
           services by the Executive to the operations or the affairs of such
           businesses or enterprises such that the provision thereof would
           interfere in any respect with the performance of the Executive's
           duties hereunder.

3.2    Office Space, Equipment, etc. The Company shall provide the Executive
       with office space, related facilities, equipment, and support personnel
       that are commensurate with the Office and Position.


3.3    Expense Reimbursement.

       (a) The Company will timely reimburse the Executive for reasonable
           business expenses incurred by the Executive in connection with the
           Employment in accordance with the Company's then-current policies.

       (b) Without limiting Section 2.17(b) (Good Reason includes relocation
           without consent), or this Section 3.3, if the Company determines that
           the Executive shall be relocated, then the Company shall, in
           connection with such relocation, pay or reimburse the Executive for
           all reasonable moving expenses incurred by the Executive.

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Executive Employment Agreement EXECUTIVE:

4. COMPENSATION AND BENEFITS DURING EMPLOYMENT. During the Employment, the Company shall provide compensation and benefits to the Executive as follows.

4.1 Base Salary. The Company shall pay the Executive a base salary at a rate (before deductions, e.g., for employee-paid insurance premiums; deferrals, e.g., for flex-plan contributions; or withholding) not less than the Base Salary rate set forth in Schedule 1. If the Company in its sole discretion increases the Executive's base salary, then such increased salary shall be deemed the Base Salary for all purposes hereunder. All salary payments shall be made in accordance with the normal payroll practices of the Company but in no less than equal semi-monthly installments, less withholding or deductions required by law or agreed to by the Executive.

4.2 Annual Bonus. In addition to the Base Salary, the Executive will participate in the Company's Corporate Bonus Plan. Executive will be paid his Bonus Potential Earned pursuant to terms of the Corporate Bonus Plan based on his Bonus Potential At Target and his actual performance during the bonus period. The Bonus Potential Earned, if any, will be paid in full in cash at the same time as the payment of annual bonuses under the Corporate Bonus Plan are made to other participants in the plan, with such time to be determined by the Company in its discretion but in no event later than (i) 15 days following the completion of the Company's annual audit or (ii) the date that the Bonus Potential Earned must be paid in order to be deductible by the Company for U.S. federal income tax purposes for the tax year in which the Bonus Potential Earned was earned, whichever is later.

4.3 Benefits. The Executive shall, upon satisfaction of legal or applicable third-party provider eligibility requirements with respect thereto, be entitled to participate in all Benefits now or hereafter in effect or that are hereafter made generally available to the employees of the Company or of the BindView Company to which the Executive is assigned by the Company, as applicable. The previous sentence shall not be construed as limiting the Company's right, in its sole discretion, to add to, reduce, modify, or eliminate any such Benefit. In addition, the Company shall maintain for the Executive any specific benefits set forth in Schedule 1.

4.4 Vacation; Holidays; Sick Leave. During the Employment the Executive shall be entitled to sick leave, holidays, and an annual vacation, all in accordance with the regular policy of the Company or of the BindView Company to which the Executive is assigned by the Company (but in no event less than the minimum annual vacation set forth in Schedule 1), during which time his compensation and benefits shall be paid or provided in full.

4.5 Annual Compensation Review. At least annually during the Employment, the Company shall review with the Executive the Base Salary, the Bonus Potential At Target, and all other forms of compensation, which the Executive is then receiving (or, in the case of contingent compensation, for which the Executive is a participant in the applicable plan). The Base Salary may be increased (but not decreased) from time to time as determined by the Company's board of directors or the compensation committee thereof. The Executive's Bonus Potential At Target shall be automatically increased by the same percentage as any increase in the Base Salary as provided in Section 4.1. Any increase in Base Salary shall not limit or reduce any other obligation of the Company to the Executive under this Agreement. The Base Salary may not be decreased without the Executive's express prior written consent.

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Executive Employment Agreement EXECUTIVE:

5. TERMINATION OF EMPLOYMENT.

5.1 At-Will Employment; Termination Date. The Executive will be an "at will" employee during the entire time of the Employment. Either the Company or the Executive may terminate the Employment at any time, for any reason or no reason, with or without cause. Any such termination shall be by notice in accordance with this Agreement. The Termination Date of the Employment will be the termination date stated in the Company's notice of termination to the Executive or in the Executive's notice of resignation to the Company, as applicable.

5.2 Notice of Resignation; Waiver of Notice Period. If the Executive resigns from the Company, the Executive will give the Company at least two (2) weeks' prior notice of resignation. The Company may in its discretion waive any notice period stated in the Executive's notice of resignation, in which case the Termination Date of the Employment will be the date of such waiver.

5.3 No Termination of Agreement Per Se. Termination of the Employment will not terminate this Agreement per se; to the extent that either party has any right under applicable law to terminate this Agreement, any such termination of this Agreement shall be deemed solely to be a termination of the Employment without affecting any other right or obligation hereunder except as provided herein in connection with termination of the Employment.

5.4 Termination for Disability. If the Company determines in good faith that the Executive has become subject to a Disability during the Employment
(pursuant to the definition of Disability as set forth in this Agreement) and that it intends to terminate the Employment for that reason, then it shall give to the Executive written notice in accordance with this Agreement of its intention to terminate the Executive's employment. If the Company gives the Executive such written notice, the Executive's Employment shall terminate effective on the 30th day after receipt of such notice by the Executive, provided that, within such 30-day period, the Executive has not returned to full-time performance of the Executive's duties.

5.5 Exit Interview. If the Employment is terminated for any reason other than death, then to help the Company protect its intellectual property rights and other interests, the Executive shall cooperate in such exit-interview procedures as may be reasonably requested by the Company and are in keeping with the Company's employment and termination policies for all employees, including but not limited to providing the Company with reasonably complete and accurate information about any plans the Executive may have for future employment to the extent such information directly relates to the Company's protection of its intellectual property rights. The Company shall complete this exit-interview process within 30 days after the Termination Date.

5.6 Transition of Email, etc. If the Employment is terminated by either the Executive or the Company, the Company will provide reasonable cooperation in (i) permitting the Executive to copy or remove the Executive's personal files (not including Company confidential information) from the Executive's computer and office, and (ii) arranging for any personal emails or phone messages to be forwarded to the Executive.

5.7 Payments Following Termination . If the Employment is terminated for any reason, either by the Company or by the Executive's resignation, then the Company shall pay the Executive the following

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Executive Employment Agreement EXECUTIVE:

amounts as part of the Company's next regular payroll cycle but in no event later than thirty (30) days after the Termination Date, to the extent that the same have not already been paid:

(a) any and all salary and vacation pay earned through the Termination Date; and

(b) any reimbursable expenses properly reported by the Executive. The Company shall also pay any Bonus Potential Earned at the same time that payments are made to other participants in the Corporate Bonus Plan.

6. SEVERANCE BENEFITS UPON CERTAIN TERMINATIONS

6.1 Severance Payment. If (1) the Employment is terminated by the Company other than for Cause, or (2) the Executive resigns for Good Reason, or
(3) the Executive dies, then:

(a) the Company shall pay to the Executive, if living, an amount (the "SEVERANCE PAYMENT") equal to one-half of the highest [annual] Base Salary in effect (i) during the 12 months immediately prior to the Termination Date or (ii) during the Employment, if the Employment has lasted less than 12 months. The Severance Payment shall be paid in equal, twice-monthly installments over a period of six (6) months, beginning on the Termination Date.

(b) if the Executive is not living, then the Severance Payment shall be paid to the Executive's heir(s), assign(s), successor(s)-in-interest, or legal representative(s), in the same manner as specified in subparagraph (a); and

(c) as a condition to providing the Executive with the Severance Payment, the Company, in its sole discretion, may require the Executive to first execute a release, in the form attached hereto as Exhibit A or such other form as advised by the Company's counsel to conform to applicable law.

6.2 Continuation of Insurance and Related Benefits. If (1) the Employment is terminated by the Company other than for Cause, or (2) the Executive resigns for Good Reason, or (3) the Executive dies, then:

(a) The Company shall, to the greatest extent permitted by applicable law and the terms and conditions of the applicable insurance or benefit plan, maintain the Executive (if living) and the Executive's dependents as participants in the life, health, dental, accident, disability insurance, and similar benefit plans offered to (and on the same terms as) other Senior Executives, for the same number of months as the number of months over which installments of the Severance Payment are to be paid per Section 6.1.

(b) To the extent that applicable law or the terms and conditions of the applicable insurance or benefit plan do not permit the Company to comply with subparagraph (a), the Company shall reimburse the Executive (if living) and the Executive's dependents, for all expenses incurred by any of them in maintaining the same levels of coverage under COBRA as in the plans referred to in subparagraph (a), for the same period as provided in subparagraph (a), but solely to the extent that such expenses exceed the deduction or amount that would have

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Executive Employment Agreement EXECUTIVE:

been required to be paid by the Executive for such coverage if the Employment had not been terminated.

(c) If Employment is terminated by the Executive's death, or if the Executive dies before the expiration of the Company's obligation under this Section 6.2, then the Company shall continue to maintain coverage for the Executive's dependents under all insurance plans referred to in this Section 6.2 for which such dependents had coverage as of the date of the Executive's death, at the same coverage levels and for the same period of time as would have been required had the Executive not died.

(d) Following the expiration of such coverage period by the Company the Executive (if living) and the Executive's dependents will be entitled to elect to maintain coverage under such insurance- and benefit plans in accordance with COBRA to the fullest extent available under law.

6.3 D&O Insurance and Indemnification. Through at least the tenth anniversary of the Termination Date, the Company shall maintain coverage for the Executive as an additional insured on all directors' and officers' insurance maintained by the Company for the benefit of its directors and officers on at least the same basis as all other covered individuals and provide the Executive with at least the same corporate indemnification as it provides to other Senior Executives.

6.4 No Other Severance Benefits. Other than as described above in this
Section 6, the Executive shall not be entitled to any payment, benefit, damages, award or compensation in connection with termination of the Employment, by either the Company or the Executive, except as may be expressly provided in another written agreement, if any, executed by the Executive and by an authorized officer of the Company. Neither the Executive nor the Company is obligated to enter into any such other written agreement.

6.5 No Waiver of ERISA-Related Rights. Nothing in this Agreement shall be construed to be a waiver by the Executive of any benefits accrued for or due to the Executive under any employee benefit plan (as such term is defined in the Employees' Retirement Income Security Act of 1974, as amended) maintained by the Company, if any, except that the Executive shall not be entitled to any severance benefits pursuant to any severance plan or program of the Company other than as provided herein.

6.6 Mitigation Not Required. The Executive shall not be required to mitigate the amount of any payment or benefit which is to be paid or provided by the Company pursuant to this Section 6. Any remuneration received by the Executive from a third party following termination of the Employment shall not apply to reduce the Company's obligations to make payments or provide benefits hereunder.

7. TAX WITHHOLDING. Notwithstanding any other provision of this Agreement, the Company may withhold from amounts payable under this Agreement, or under any other agreement between the Executive and the Company, all federal, state, local and foreign taxes that are required to be withheld by applicable laws or regulations.

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Executive Employment Agreement EXECUTIVE:

8. CONFIDENTIAL INFORMATION.

8.1 The Executive acknowledges that the law provides the Company with protection for its trade secrets and confidential information. The Executive will not disclose, directly or indirectly, any Confidential Information except (i) with the prior authorization of the Company's management, or (ii) pursuant to legal process (e.g., a subpoena), provided that the Executive notifies the Company immediately upon receiving or becoming aware of the legal process in question and cooperates with the Company in attempting to preserve the confidentiality of the Confidential Information. The Executive will not use any Confidential Information in any way, either during or after the Employment with the Company, except as required in the course of the Employment.

8.2 The Executive will strictly adhere to any obligations that may be owed to former employers insofar as the Executive's use or disclosure of their confidential information is concerned.

8.3 All originals and all copies of any drawings, blueprints, manuals, reports, computer programs or data, notebooks, notes, photographs, and all other recorded, written, or printed matter relating to research, manufacturing operations, or business of the Company made or received by the Executive during the Employment are the property of the Company. Upon any termination of the Employment, regardless of the circumstances, the Executive will immediately deliver to the Company all property of the Company which may still be in the Executive's possession. The Executive will not remove or assist in removing such property from the Company's premises under any circumstances, either during the Employment or after termination thereof, except as authorized by the Company management.

9. OWNERSHIP OF INTELLECTUAL PROPERTY. The following provisions apply except to the extent, if any, expressly stated otherwise in Schedule 1.

9.1 The Company will be the sole owner of any and all BindView Inventions and BindView Materials which the Executive participates in inventing or developing in any way. The Executive will promptly disclose to the Company, or its nominee(s), without additional compensation, all BindView Inventions and BindView Materials. The Executive will assist the Company, at the Company's expense, in protecting any intellectual property rights that may be available anywhere in the world for BindView Inventions and BindView Materials, including but not limited to signing U.S. or foreign patent applications, oaths or declarations relating to such patent applications, and similar documents. To the extent that any BindView Invention or BindView Materials are eligible under applicable law to be deemed a "work made for hire," or otherwise to be owned automatically by the Company, the same will be deemed as such, without additional compensation to the Executive.

9.2 To the extent that, as a matter of law, the Executive retains any so-called "moral rights" or similar rights as in any BindView Invention or BindView Materials, the Executive authorizes the Company or its designee to make any changes it desires to any part of the same; to combine any such part with other materials; and to withhold the Executive's identity in connection with any business operations relating to the same; in any case without additional compensation to the Executive.

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Executive Employment Agreement EXECUTIVE:

10. NONCOMPETITION COVENANT.

10.1   The Company agrees to provide the Executive, during the Employment, with
       on-going access to pre-existing and new Confidential Information
       commensurate with the Executive's duties, including but not limited to
       access to appropriate portions of the Company's computer network. To aid
       in the protection of the Company's legitimate interests in such
       Confidential Information, and further in consideration of the Company's
       agreement hereunder to provide the Executive with Severance Benefits, the
       Executive agrees that, beginning on the date that the Company first
       provides the Executive with such access in any form, and ending one year
       thereafter (subject to tolling as provided in Section 10.4), unless the
       Company in its sole discretion gives its prior written consent, the
       Executive will not, directly or indirectly:

       (a) participate, for himself or on behalf of any other Person, in any
           business that competes with any BindView Business anywhere in the
           world, where the Executive's Employment related in any way to such
           BindView Business. As used in the previous sentence, "participate"
           includes but is not limited to permitting the Executive's name
           directly or indirectly to be used by or to become associated with any
           other Person (including as an advisor, representative, agent,
           promoter, independent contractor, provider of personal services or
           otherwise) in connection with such competing business;

       (b) interfere, directly or indirectly, with the relationship between any
           BindView Company and its employees by inducing any such employee to
           terminate his or her employment;

       (c) solicit for employment, directly or indirectly, on behalf of the
           Executive or any other Person, any person who is at the time in
           question, or at any time in the then-past three-month period has
           been, an employee of any of the BindView Companies; or

       (d) induce or assist any other Person to engage in any of the activities
           described in subparagraphs (i) through (iii).

10.2   The Executive acknowledges that the Company would not permit the
       Executive to have or to continue to have access to Confidential
       Information without the Executive's agreement to the restrictions in
       Section 10.1. The Executive further acknowledges and agrees that: (i) the
       restrictions in Section 10.1 are fair and reasonable and the result of
       negotiation, relate to special, unique and extraordinary matters.

10.3   If the Executive has never been provided with any access to Confidential
       Information at the time the Employment is terminated (including but not
       limited to never having been provided access to an email account or other
       access to a computer network of any BindView Company), then the Executive
       will be automatically released from the restrictions in Section 10.1.
       Such release will be the Executive's EXCLUSIVE REMEDY for any actual or
       alleged breach of this Agreement by the Company in not providing such
       access.

10.4   If the Executive violates the restrictions set forth in Section 10.1, and
       the Company brings a legal action for injunctive or other relief, the
       Company shall not be deprived of the benefit of those restrictions.
       Accordingly, the restrictions in Section 10.1 will be tolled during any
       period in which

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Executive Employment Agreement EXECUTIVE:

       the Executive violates any of such restrictions until the date of entry
       by a court of competent jurisdiction of a final judgment enforcing such
       restrictions in Section 10.1, as written or as modified by the court.

10.5   The Company will not unreasonably withhold its consent under Section 10.1
       to the Executive's employment, after the Employment, by a corporation
       that competes with one or more of the BindView Companies, but only if,
       before starting the new employment, the Executive provides the Company
       with a document reasonably satisfactory to the Company, signed by both
       the Executive and such corporation, containing (i) a written description
       of the Executive's duties in the new job, and (ii) specific assurances
       that in the new job the Executive will neither use nor disclose
       Confidential Information of any BindView Company.

10.6   The Executive may acquire a direct or indirect ownership interest of not
       more than 5% of the outstanding securities of any corporation which is
       engaged in activities prohibited by Section 10.1 which is listed on any
       recognized securities exchange or traded in the over-the-counter market
       in the United States, provided that such investment is of a totally
       passive nature and does not involve the Executive's devoting time to the
       management or operations of such corporation.

10.7   If a Tribunal determines that any of the restrictions set forth in
       Section 10.1 is unreasonably broad or otherwise unenforceable under
       applicable law, then (i) such determination shall be binding only within
       the geographical jurisdiction of the Tribunal, and (ii) the restriction
       will not be terminated or rendered unenforceable, but instead will be
       reformed (solely for enforcement within the geographic jurisdiction of
       the Tribunal) to the minimum extent required to render it enforceable.

11.    EMPLOYEE HANDBOOKS, ETC. From time to time, the Company may, in its
       discretion, establish, maintain and distribute employee manuals or
       handbooks or personnel policy manuals, and officers or other
       representatives of the Company may make written or oral statements
       relating to personnel policies and procedures. The Executive will adhere
       to and follow all rules, regulations, and policies of the Company set
       forth in such manuals, handbooks, or statements as they now exist or may
       later be amended or modified. Such manuals, handbooks and statements do
       not constitute a part of this Agreement nor a separate contract, and
       shall not be deemed as amending this Agreement or as creating any binding
       obligation on the part of the Company, but are intended only for general
       guidance.

12     ARBITRATION.

12.1   Except as set forth in Section 12.3 or to the extent prohibited by
       applicable law, any dispute, controversy or claim arising out of (by
       statute, common law, or otherwise) or relating to (i) this Agreement or
       its interpretation, performance, or alleged breach, or (ii) the
       Employment, including but not limited to its commencement and its
       termination, will be submitted to binding arbitration before a single
       arbitrator in accordance with the National Rules for the Resolution of
       Employment Disputes of the American Arbitration Association (AAA) in
       effect on the date of the demand for arbitration.

12.2   The arbitration shall take place before a single arbitrator, who will
       preferably but not necessarily (x) be a practicing attorney, and (y) have
       at least five years' experience in working in or with

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Executive Employment Agreement EXECUTIVE:

       computer software companies. Unless otherwise agreed by the parties, the
       arbitration shall take place in the city in which the Executive's
       principal office space is located at the time of the dispute or was
       located at the time of termination of the Employment (if applicable).
       Unless otherwise agreed by the parties, the Company will pay all
       reasonable fees and expenses charged by the arbitrator and the AAA but
       will not pay the Executive's fees or expenses associated with the
       arbitration. The arbitrator is hereby directed to take all reasonable
       measures not inconsistent with the interests of justice to expedite, and
       minimize the cost of, the arbitration proceedings. Judgment upon the
       award rendered by the arbitrator may be entered in any court having
       jurisdiction.

12.3   To protect Inventions, trade secrets, or other confidential information,
       the Company may seek temporary, preliminary, and permanent injunctive
       relief in a court of competent jurisdiction, including but not limited to
       an injunction enforcing the provisions of Sections 8, 9, and 10, in each
       case, without waiving its right to arbitration.

12.4   At the request of either party, the arbitrator may take any interim
       measures s/he deems necessary with respect to the subject matter of the
       dispute, including measures for the preservation of confidentiality set
       forth in this Agreement.

13.    OTHER PROVISIONS.

13.1   This Agreement shall inure to the benefit of and be binding upon (i) the
       Company and its successors and assigns and (ii) the Executive and the
       Executive's heirs and legal representatives, except that the Executive's
       duties and responsibilities under this Agreement are of a personal nature
       and will not be assignable or delegable in whole or in part without the
       Company's prior written consent.

13.2   The Executive represents and warrants (i) that he has no obligations,
       contractual or otherwise, inconsistent with the Executive's obligations
       set forth in this Agreement, and (ii) that all of his responses to any
       requests, by or on behalf of the Company, for information and/or
       documents, in connection with the Company's hiring of the Executive
       and/or with the negotiation of this Agreement, are truthful and complete.

13.3   All notices and statements with respect to this Agreement must be in
       writing and shall be delivered by certified mail return receipt
       requested; hand delivery with written acknowledgment of receipt; or
       overnight courier with delivery-tracking capability. Notices to the
       Company shall be addressed to the Company's general counsel or chief
       executive officer at the Company's then-current Principal Operating
       Offices. Notices to the Executive may be delivered to the Executive in
       person or to the Executive's then-current home address as indicated on
       the Executive's pay stubs or, if no address is so indicated, as set forth
       in the Company's payroll records. A party may change its address for
       notice by the giving of notice thereof in the manner hereinabove
       provided.

13.4   If the Executive Resigns for Good Reason because of (i) the Company's
       failure to pay the Executive on a timely basis the amounts to which he is
       entitled under this Agreement or (ii) any other breach of this Agreement
       by Company, then the Company shall pay all amounts and damages to which
       the Executive may be entitled as a result of such failure or breach,
       including interest thereon at the maximum non-usurious rate and all
       reasonable legal fees and expenses and other costs incurred by

-14-

Executive Employment Agreement EXECUTIVE:

       the Executive to enforce the Executive's rights hereunder and the
       Executive will be relieved of all obligations under Section 10
       (noncompetition).

13.5   This Agreement sets forth the entire present agreement of the parties
       concerning the subjects covered herein; there are no promises,
       understandings, representations, or warranties of any kind concerning
       those subjects except as expressly set forth in this Agreement.

13.6   Any modification of this Agreement must be in writing and signed by all
       parties; any attempt to modify this Agreement, orally or in writing, not
       executed by all parties will be void.

13.7   If any provision of this Agreement, or its application to anyone or under
       any circumstances, is adjudicated to be invalid or unenforceable in any
       jurisdiction, such invalidity or unenforceability will not affect any
       other provision or application of this Agreement which can be given
       effect without the invalid or unenforceable provision or application and
       will not invalidate or render unenforceable such provision or application
       in any other jurisdiction.

13.8   This Agreement will be governed and interpreted under the laws of the
       United States of America and of the State of Texas law as applied to
       contracts made and carried out in entirely Texas by residents of that
       State.

13.9   No failure on the part of any party to enforce any provisions of this
       Agreement will act as a waiver of the right to enforce that provision.

13.10  Termination of the Employment, with or without Cause, will not affect the
       continued enforceability of this Agreement.

13.11  Section headings are for convenience only and shall not define or limit
       the provisions of this Agreement.

13.12  This Agreement may be executed in several counterparts, each of which is
       an original. It shall not be necessary in making proof of this Agreement
       or any counterpart hereof to produce or account for any of the other
       counterparts. A copy of this Agreement manually signed by one party and
       transmitted to the other party by FAX or in image form via email shall be
       deemed to have been executed and delivered by the signing party as though
       an original. A photocopy of this Agreement shall be effective as an
       original for all purposes.

-15-

Executive Employment Agreement EXECUTIVE:


SCHEDULE 1

Effective Date                                  December 30, 2002
-------------------------------------------------------------------------------
Office / Position                               Vice President of ________
-------------------------------------------------------------------------------
Base Salary                                     $ ______ per year
-------------------------------------------------------------------------------
Bonus Potential At Target                       $ ______
-------------------------------------------------------------------------------
Minimum annual vacation                         20 business days
-------------------------------------------------------------------------------
Specific benefits                               Reserved parking space
-------------------------------------------------------------------------------

THIS AGREEMENT CONTAINS PROVISIONS REQUIRING BINDING ARBITRATION OF DISPUTES, WHICH HAVE THE EFFECT OF WAIVING EACH PARTY'S RIGHT TO A JURY TRIAL. By signing this Agreement, the Executive acknowledges that the Executive (1) has read and understood the entire Agreement; (2) has received a copy of it (3) has had the opportunity to ask questions and consult counsel or other advisors about its terms; and (4) agrees to be bound by it. Executed and effective as of the Effective Date.

BINDVIEW CORPORATION, BY:                          EXECUTIVE


---------------------------                        ----------------------------
Eric J. Pulaski, President                         Signature
and Chief Executive Officer

-16-

Executive Employment Agreement EXECUTIVE:

EXHIBIT A
FORM OF GENERAL RELEASE

I, the undersigned, execute this release ("Release") in consideration of, and as a condition precedent to, my being provided certain Severance Benefits pursuant to an Executive Employment Agreement, between myself (referred to therein as the "Executive") and BINDVIEW CORPORATION ("BindView").

1. On behalf of myself, my attorneys, heirs, executors, administrators, successors, and assigns, I hereby fully release and discharge BindView, its parent, subsidiary, and affiliate corporations, and related companies, as well as all predecessors, successors, assigns, directors, officers, partners, agents, employees, former employees, heirs, executors, attorneys, and administrators (hereinafter "BindView, et al."), from all suits, causes of action, and/or claims of any nature whatsoever, whether known, unknown, or unforeseen, which I have or may have against BindView, et al., arising out of any event, transaction, or matter that occurred before the date of my signing of this Release. I covenant that neither I, nor any person, organization, or other entity on my behalf, will sue BindView, et al., or initiate any type of action for damages, against BindView, et al. with respect to any event, transaction, or matter that occurred before the date of my signing of this Release. I understand and agree that this Release is a GENERAL RELEASE.

2. This Release specifically includes, but is not limited to, a release of all claims of breach of contract, employment discrimination, (including, but not limited to, discrimination on the basis of race, sex, religion, national origin, age, disability or any other protected status, and coming within the scope of Title VII of the U.S. Civil Rights Act, as amended, the U.S. Age Discrimination in Employment Act, as amended, the U.S. Older Workers Benefit Protection Act, or any other applicable state or federal statute in any U.S. of foreign jurisdiction), claims concerning recruitment, hiring, salary rate, stock options, severance pay, wages or benefits due, employment status, libel, slander, defamation, intentional or negligent misrepresentation and/or infliction of emotional distress, together with any and all tort, contract, or other claims which might have been asserted by my or on my behalf in any suit, charge of discrimination, or claim against BindView, et al.

3. If I have passed my fortieth (40th) birthday, I acknowledge that:

a. I have been given an opportunity of forty-five (45) days to consider this Release and that I have been encouraged by BindView to discuss its terms with legal counsel of my own choosing and at my own expense;

b. For a period of seven (7) days following my execution of this Release, I will have the right (referred to herein as the "Revocation Right") to revoke my waiver of claims arising under the Age Discrimination in Employment Act ("ADEA"), a U.S. federal statute that prohibits employers from discriminating against employees who are over the age of 40. If I wish to exercise the Revocation Right:

i. I must inform BindView by delivering a written notice of revocation to BindView's Houston office, attention: General Counsel, no later than 5:00 p.m. on the seventh calendar day after the date written by my signature below; and

-17-

Executive Employment Agreement EXECUTIVE:

ii. If I do so, then (a) the Release shall be voided as to claims arising under the ADEA, but (b) the Release shall remain in full force and effect as to any and all other claims.

4. I agree that except as expressly provided otherwise herein, this Release may not be released, discharged, abandoned, supplemented, changed, or modified in any manner, except by an instrument in writing signed by me and a duly authorized member of the management of BindView.

Date:
      ---------------------------                    --------------------------
                                                     [Signature]


                                                     --------------------------
                                                     Printed Name

-18-

EXHIBIT 10.54

Change of Control Agreement EXECUTIVE:

BINDVIEW CORPORATION

CHANGE OF CONTROL AGREEMENT

THIS CHANGE OF CONTROL AGREEMENT (this "AGREEMENT") is made between BindView Development Corporation, a Texas corporation (the "COMPANY"), and the "EXECUTIVE" identified above. Unless otherwise indicated, all references to Sections are to Sections in this Agreement. This Agreement is effective as of the date written on the signature page ("EFFECTIVE DATE").

This Agreement is in addition to and does not diminish the rights and benefits afforded the Executive under: (i) the Executive Employment Agreement between the Executive and the Company ("EMPLOYMENT AGREEMENT"); (ii) any stock or stock option agreement(s), if any ("STOCK AGREEMENT(S)"); and (iii) any incentive bonus, benefits or other agreements, if any ("OTHER AGREEMENTS"), all as amended, whether currently existing or entered into at a future date between the Executive and the Company. In the case of any inconsistencies or conflict between those agreements and this Agreement, the terms of this Agreement shall govern.

1. BACKGROUND.

1.1 The Executive currently holds (or is being hired for) an executive position with the Company. As a result, the Executive has (or will have) significant responsibility for the Company's management, profitability and growth. Likewise, the Executive possesses (or is expected to acquire) an intimate knowledge of the Company's business and affairs, including its policies, plans, methods, personnel, opportunities, and challenges.

1.2 The Company considers the continued employment of the Executive to be in the best interests of the Company and its shareholders. The Company desires to assure itself of the Executive's continued services on an objective and impartial basis without distraction or conflict of interest in the event of any efforts to effect a change of ownership or control of the Company.

1.3 The Executive is willing to remain in the employ of the Company upon the understanding that it will provide him with certain income security in the event of a change in control of the Company, upon the terms and conditions provided herein.

2. DEFINITIONS. For purposes of this Agreement, the following terms have the meanings set forth below. Other defined terms have the meanings set forth in the provisions of this Agreement in which they are used or in the Executive Employment Agreement.

2.1 ACCOUNTING FIRM means the independent certified public accountants selected by the Company, or another accounting firm designated by such auditors and reasonably acceptable to the Executive; provided, however, in no event shall such independent certified public accountants be acting as auditors for the Company.


Change of Control Agreement EXECUTIVE:

2.2 ACQUISITION REPORT means a report filed by or on behalf of a stockholder or group of stockholders on Schedule 13D or Schedule 14D-1 or any successor schedule, form or report under the Exchange Act.

2.3 BASE SALARY has the meaning set forth in the Employment Agreement.

2.4 BENEFICIAL OWNER means a Person who is a beneficial owner (as defined in Rule 13d-3 or any successor rule or regulation promulgated under the Exchange Act), directly or indirectly, of Voting Stock, or rights to acquire Voting Stock, or of securities convertible into Voting Stock, as applicable. If a Person owns rights to acquire Voting Stock, that Person's beneficial ownership shall be determined pursuant to paragraph
(d) of Rule 13d-3 or any successor rule or regulation promulgated under the Exchange Act.

2.5 CAUSE or "for Cause" or "for cause" has the meaning set forth in the Employment Agreement.

2.6 A CHANGE OF CONTROL shall be deemed to have occurred if any of the following events occurs after the Effective Date:

(a) An Acquisition Report is filed with the Commission disclosing that any Person is the Beneficial Owner of 20 percent or more of the outstanding Voting Stock. The previous sentence shall not apply if
(1) such Person is (A) the Company, one of its subsidiaries, or any employee benefit plan sponsored by either, or (B) Eric J. Pulaski, or
(2) the transaction or transactions that are the subject of such Acquisition Report were approved by a vote of at least two-thirds of the directors of the Company who were directors of the Company immediately prior to the first such transaction.

(b) Any Person purchases securities pursuant to a tender offer or exchange offer to acquire any Voting Stock (or any securities convertible into Voting Stock) and, immediately after consummation of that purchase, that Person is the Beneficial Owner of 20 percent or more of the outstanding Voting Stock. The previous sentence shall not apply if (1) such Person is (A) the Company, one of its subsidiaries, or any employee benefit plan sponsored by either, or (B) Eric J. Pulaski, or (2) such purchase was approved by a vote of at least two-thirds of the directors of the Company who were of the Company immediately prior to such purchase.

(c) The consummation of a Merger Transaction if (a) the Company is not the surviving entity or (b) as a result of the Merger Transaction, 50 percent or less of the combined voting power of the then-outstanding securities of the other party to the Merger Transaction, immediately after the Change of Control Date, are held in the aggregate by the holders of Voting Stock immediately prior to the Change of Control Date.

(d) The consummation of a Sale Transaction.

(e) The consummation of a transaction, immediately after which any Person would be the Beneficial Owner, directly or indirectly, of more than 50 percent of the outstanding Voting Stock.

(f) The stockholders of the Company approve the dissolution of the Company.

(g) During any period of 12 consecutive months, the individuals who at the beginning of that period constituted the Board of

-2-

Change of Control Agreement EXECUTIVE:

           Directors shall cease to constitute a majority of the Board of
           Directors. The previous sentence will not apply if the election,
           or the nomination for election by the Company's stockholders, of each
           director of the Company first elected during such period was approved
           by a vote of at least two-thirds of the directors of the Company then
           still in office who were directors of the Company at the beginning of
           any such period.

2.7    CHANGE OF CONTROL DATE means the date of an event constituting a Change
       of Control. In the case of a Merger Transaction or a Sale Transaction
       constituting a Change of Control, the Change of Control Date shall be the
       effective date of such transaction.

2.8    CODE means the Internal Revenue Code of 1986, as amended from time to
       time, or any successor statute.

2.9    COMMISSION means the Securities and Exchange Commission or any successor
       agency.

2.10   DAY, in upper or lower case, means a calendar day unless otherwise
       specified.

2.11   EMPLOYMENT AGREEMENT has the meaning set forth in the preamble of this
       Agreement.

2.12   EXCHANGE ACT means the U.S. Securities Exchange Act of 1934, as amended
       from time to time, or any successor statute.

2.13   EXCISE TAX - see Section 4.

2.14   EXCISE TAX APPLICABILITY DETERMINATION -- see Section 4.1.

2.15   GOOD REASON has the meaning set forth in the Employment Agreement.

2.16   IN CONNECTION WITH a Change of Control, when used in relation to a
       specified event, means that the event occurs during the period beginning
       30 days prior to the execution by the Company of one or more agreements
       to engage in one or more transactions which, in the aggregate, constitute
       a Change of Control and ending on the date one (1) year after the Change
       of Control Date.

2.17   MERGER TRANSACTION means a merger, consolidation or reorganization of the
       Company with or into any other person or entity.

2.18   OVERPAYMENT - see Section 4.

2.19   PAYMENT - see Section 4.

2.20   PERSON means a person within the meaning of Section 13(d) or Section
       14(d)(2) or any successor rule or regulation promulgated under the
       Exchange Act.

2.21   REDUCED AMOUNT - see Section 4.

2.22   SALE TRANSACTION means a sale, lease, exchange or other transfer of all
       or substantially all the assets of the Company and its consolidated
       subsidiaries to any other person.

2.23   SPECIAL SEVERANCE BENEFITS - see Section 3.2.

2.24   SPECIAL SEVERANCE PAYMENT - see Section 3.2.

2.25   UNDERPAYMENT - see Section 4.

-3-

Change of Control Agreement EXECUTIVE:

2.26   VOTING STOCK means shares of capital stock of the Company the holders of
       which are entitled to vote for the election of directors, but excluding
       shares entitled to so vote only upon the occurrence of a contingency
       unless that contingency shall have occurred.

3.     ACTIONS UPON CHANGE OF CONTROL. This Section 3 shall apply if a Change of
       Control occurs.

3.1    Vesting of Stock Options / Stock Awards. Effective upon the Change of
       Control Date, all unvested portions of the Executive's stock options,
       restricted stock or other awards made or granted to the Executive under
       any Stock Agreement shall automatically, immediately, and fully vest.

3.2    Special Severance Benefits.

       (a) If, during the specific time periods listed in subparagraph (b), the
           Employment is terminated by any of the specific events listed there,
           then the Executive will be entitled to the following benefits
           ("SPECIAL SEVERANCE BENEFITS"):

           (1) all benefits, if any, that would be provided under the Employment
               Agreement in the event of a termination of the Employment without
               Cause by the Company, with any Severance Payment required by the
               Employment Agreement being paid as provided in subparagraph (c)
               below instead of as provided in the Employment Agreement;

           (2) a special severance payment ("SPECIAL SEVERANCE PAYMENT") equal
               to one-half (1/2) of the Executive's [annual] Base Salary;

           (3) the insurance-related benefits required by the Employment
               Agreement, if any, to be provided by the Company in the event of
               a termination without Cause, for an additional six (6) months
               after the end of the time that such benefits are required to be
               provided under the Employment Agreement; and

           (4) from and after the Termination Date until 5 pm Houston time on
               the date one (1) year after the Termination Date, the Executive
               will be entitled to exercise any vested, unexpired, and
               previously-unexercised options to purchase the Company's stock.

       (b) The specific termination events and time periods in which the
           Executive will be entitled to the Special Severance Benefits are as
           follows:

           (1) the Executive's Employment is terminated by the Company, for any
               reason other than Cause, In Connection With a Change of Control;

           (2) the Executive Resigns for Good Reason In Connection With a Change
               of Control;

           (3) after a Change of Control, the Executive dies, while still
               employed by the Company, at any time during the period beginning
               on the Change of Control Date and ending at 5 pm Houston time on
               the date one (1) year after the Change of Control Date.

-4-

Change of Control Agreement EXECUTIVE:

(c) The Special Severance Payment and the Severance Payment required by the Employment Agreement, if any, shall be made to the Executive, in cash or immediately-available funds, in a lump sum within 30 days following the Termination Date, notwithstanding the provisions of the Employment Agreement for payment of the Severance Payment in installments.

(d) Payments pursuant to this Agreement shall not be deemed to constitute continued employment beyond the Termination Date.

(e) As a condition to providing the Executive with the Special Severance Benefits, the Company, in its sole discretion, may require the Executive to first execute a release in the form prescribed by the Employment Agreement.

4. CERTAIN REDUCTIONS OF PAYMENTS. The provisions of this Section 4 shall apply, anything in this Agreement to the contrary notwithstanding, in the event that a determination is made that any payment or distribution by the Company to or for the benefit of the Executive (or portion thereof), whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise (a "PAYMENT"), would be (i) subject to the excise tax imposed by Section 4999 of the Code or any interest or penalties with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the "EXCISE TAX") and/or (ii) nondeductible to the Company. Such determination by the Accounting Firm is referred to as an "EXCISE TAX APPLICABILITY DETERMINATION."

4.1 Determination of Excise Tax Applicability. Subject to the provisions of this Section 4, all determinations required to be made hereunder shall be made by the Accounting Firm, at the sole expense of the Company. The Accounting Firm shall provide detailed supporting calculations both to the Company and the Executive within 15 business days of the Termination Date or such earlier time as is requested by the Company. If the Accounting Firm determines that no Excise Tax is payable by the Executive, the Accounting Firm shall furnish the Executive with an opinion that he has substantial authority not to report any Excise Tax on his federal income tax return. Any determination by the Accounting Firm shall be binding upon the Company and the Executive for purposes of this
Section 4.

4.2 Reduction of Payments: If the Accounting Firm makes an Excise Tax Applicability Determination, then the aggregate present value of all Payments shall be reduced to an amount expressed in present value which maximizes the aggregate present value of the Payments without causing either (i) an Excise Tax to be due on any Payment or portion thereof, or
(ii) any Payment or portion thereof to be nondeductible to the Company.

(a) The Executive shall determine which and how much of the Payments shall be eliminated or reduced consistent with the requirements of this Section 4.2. If, however, the Executive does not make such determination within ten business days of the receipt of supporting calculations made by the Accounting Firm pursuant to Section 4.1, then the Company shall elect which and how much of the Payments shall be eliminated or reduced consistent with the requirements of this
Section 4.2 and shall notify the Executive promptly of such election. Within five business days thereafter, the Company shall pay to or distribute to or for the benefit of the Executive such amounts as are then due to the Executive hereunder.

-5-

Change of Control Agreement EXECUTIVE:

(b) As a result of possible uncertainty in the application of the relevant provisions of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Payments will have been made by the Company which should not have been made ("OVERPAYMENT") or that additional Payments which will not have been made by the Company could have been made ("Underpayment"), in each case, consistent with the calculations required to be made hereunder.

(1) (A) In the event that the Accounting Firm, based upon the assertion of a deficiency by the Internal Revenue Service against the Executive which the Accounting Firm believes has a high probability of success, determines that an Overpayment has been made, then any such Overpayment shall be treated for all purposes as a loan ab initio to the Executive. The Executive shall repay such loan to the Company together with interest at the applicable federal rate provided for in Section 1274(d) of the Code. (B) No such loan shall be deemed to have been made, however, and no amount shall be payable by the Executive to the Company, if and to the extent that such deemed loan and payment would not either
(i) reduce the amount on which the Executive is subject to tax under Section 1 and Section 4999 of the Code, or (ii) generate a refund of such taxes.

(2) If the Accounting Firm, based upon controlling precedent or other substantial authority, determines that an Underpayment has occurred, then any such Underpayment shall be promptly paid by the Company to or for the benefit of the Executive together with interest at the applicable federal rate provided for in Section 1274(d) of the Code.

5. NO MITIGATION. The Executive shall not be required to mitigate the amount of any payment which is payable by the Company to the Executive hereunder. Any remuneration received by the Executive from a third party following termination of the Employment shall not apply to reduce the Company's obligations to make payments hereunder.

6. SUCCESSORS. The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company to assume expressly and agree to perform this Agreement. By way of example and not of limitation, any breach of the Company's obligations in the previous sentence shall constitute a material breach of this Agreement. As used in this Agreement, "Company" shall mean the Company as hereinbefore defined and any successors or assigns to its business and/or assets as aforesaid which assumes and agrees to perform this Agreement by operation of law, or otherwise.

7. EFFECT OF AGREEMENT ON OTHER RIGHTS.

7.1 This Agreement shall not diminish other rights which the Executive (or his estate, survivors or heirs) may have under any other agreement, contract, employee benefit plan or policy of the Company except as expressly provided in this Agreement.

7.2 Nothing in this Agreement shall be deemed (i) to constitute an employment contract, express or implied, nor (ii) to impose any obligation on the Company or any affiliate thereof to employ the Executive at all or on any particular terms, nor (iv) to impose any obligation on the Executive to work

-6-

Change of Control Agreement EXECUTIVE:

for the Company or any affiliate thereof, nor (v) to limit the right of the Company to terminate the Executive's employment for any reason, with or without cause, nor (vi) to limit the Executive's right to resign from Employment.

8. ARBITRATION. Any dispute arising out of or relating to this Agreement or its validity, enforceability, or breach will be arbitrated in accordance with the arbitration provisions of the Employment Agreement.

9. OTHER PROVISIONS.

9.1    This Agreement shall inure to the benefit of and be binding upon (i) the
       Company and its successors and assigns and (ii) the Executive and the
       Executive's heirs and legal representatives.

9.2    All notices and statements with respect to this Agreement shall be made
       or delivered as set forth in the Employment Agreement.

9.3    If the Executive Resigns for Good Reason because of (i) the Company's
       failure to pay the Executive on a timely basis the amounts to which he is
       entitled under this Agreement or (ii) any other breach of this Agreement
       by Company, then the Company shall pay all amounts and damages to which
       the Executive may be entitled as a result of such failure or breach,
       including interest thereon at the maximum non-usurious rate and all
       reasonable legal fees and expenses and other costs incurred by the
       Executive to enforce the Executive's rights hereunder.

9.4    This Agreement sets forth the entire present agreement of the parties
       concerning the subjects covered herein; there are no promises,
       understandings, representations, or warranties of any kind concerning
       those subjects except as expressly set forth in this Agreement.

9.5    Any modification of this Agreement must be in writing and signed by all
       parties; any attempt to modify this Agreement, orally or in writing, not
       executed by all parties will be void.

9.6    If any provision of this Agreement, or its application to anyone or under
       any circumstances, is adjudicated to be invalid or unenforceable in any
       jurisdiction, such invalidity or unenforceability will not affect any
       other provision or application of this Agreement which can be given
       effect without the invalid or unenforceable provision or application and
       will not invalidate or render unenforceable such provision or application
       in any other jurisdiction.

9.7    This Agreement will be governed and interpreted under the laws of the
       United States of America and of the State of Texas law as applied to
       contracts made and carried out in entirely Texas by residents of that
       State.

9.8    No failure on the part of any party to enforce any provisions of this
       Agreement will act as a waiver of the right to enforce that provision.

9.9    Termination of the Employment, with or without Cause, will not affect the
       continued enforceability of this Agreement.

9.10   Section headings are for convenience only and shall not define or limit
       the provisions of this Agreement.

-7-

Change of Control Agreement EXECUTIVE:

9.11   This Agreement may be executed in several counterparts, each of which is
       an original. It shall not be necessary in making proof of this Agreement
       or any counterpart hereof to produce or account for any of the other
       counterparts. A copy of this Agreement manually signed by one party and
       transmitted to the other party by FAX or in image form via email shall be
       deemed to have been executed and delivered by the signing party as though
       an original. A photocopy of this Agreement shall be effective as an
       original for all purposes.

THIS AGREEMENT CONTAINS PROVISIONS REQUIRING BINDING ARBITRATION OF DISPUTES, WHICH HAVE THE EFFECT OF WAIVING EACH PARTY'S RIGHT TO A JURY TRIAL. By signing this Agreement, the Executive acknowledges that the Executive (1) has read and understood the entire Agreement; (2) has received a copy of it (3) has had the opportunity to ask questions and consult counsel or other advisors about its terms; and (4) agrees to be bound by it. Executed to be effective as of December 30, 2002 (the "EFFECTIVE DATE").

BINDVIEW CORPORATION, BY:                           EXECUTIVE:


---------------------------                         ---------------------------
Eric J. Pulaski, President                          Signature
and Chief Executive Officer

-8-

.

.
.

EXHIBIT 21.1

LIST OF SUBSIDIARIES

NAME                                           JURISDICTION OF INCORPORATION
------------------------------------           --------------------------------
Entevo Corporation                             Delaware
Curasoft, Inc.                                 California
BindView Development International             Delaware
BindView Development GMBH                      Germany
Netect Ltd.                                    Israel
Netect Inc                                     Delaware
BindView UK Ltd.                               United Kingdom
BindView Australia PTY Limited                 Australia
BindView SARL                                  France
BindView India                                 India
BindView do Brasil Limitada                    Brasil


EXHIBIT 23.1

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (File No. 333-59825, effective July 24, 1998, File No. 333-66331, effective October 29, 1998, Amendment No. 1 thereto dated February 22, 1999, File No. 333-76527, effective April 19, 1999, File No. 333-79919, effective June 3, 1999 and File No. 333-31330, effective February 29, 2000) of BindView Development Corporation of our report dated January 30, 2003 relating to the financial statements and financial statement schedule of BindView Development Corporation, which appears in this Form 10-K. We also consent to the reference to us under the heading "Selected Financial Data" in such Form 10-K.

                                            /s/ PRICEWATERHOUSECOOPERS LLP
                                            ------------------------------
                                            PRICEWATERHOUSECOOPERS LLP

Houston, Texas
March 31, 2003


EXHIBIT 99.1

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of BindView Development Corporation (the "Company") on Form 10-K for the period ending December 31, 2002 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Eric J. Pulaski, Chairman of the Board, Chief Executive Officer and President of the Company, hereby certifies, pursuant to 18 U.S.C., Chapter 63, Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Corporation.

By      /s/ ERIC J. PULASKI
        -------------------------------
        Eric J. Pulaski
        Chairman of the Board, Chief
        Executive Officer and President
        March 31, 2003


EXHIBIT 99.2

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of BindView Development Corporation (the "Company") on Form 10-K for the period ending December 31, 2002 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Edward L. Pierce, Director, Senior Vice President and Chief Financial Officer of the Company, hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Corporation.

By      /s/ EDWARD L. PIERCE
        -----------------------------------
        Edward L. Pierce
        Director, Senior Vice President and
        Chief Financial Officer
        March 31, 2003

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