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                                                                    EXHIBIT 10.2

                                                       EXECUTIVE: DAVID S. FLAME

                              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
(if applicable), 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.


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Change of Control Agreement                           EXECUTIVE:  DAVID S. FLAME


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



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Change of Control Agreement                           EXECUTIVE:  DAVID S. FLAME



              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   GROSS-UP PAYMENT - see Section 4.

2.17   GROSS-UP UNDERPAYMENT - see Section 4.

2.18   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 fifteen (15) months after the
       Change of Control Date.

2.19   MERGER TRANSACTION means a merger, consolidation or reorganization of the
       Company with or into any other person or entity.

2.20   OVERPAYMENT - see Section 4.

2.21   PAYMENT - see Section 4.

2.22   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.

2.23   REDUCED AMOUNT - see Section 4.

2.24   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.

2.25   SPECIAL SEVERANCE BENEFITS - see Section 3.2.



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Change of Control Agreement                           EXECUTIVE:  DAVID S. FLAME




2.26   SPECIAL SEVERANCE PAYMENT - see Section 3.2.

2.27   UNDERPAYMENT - see Section 4.

2.28   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 nine-twelfths (i.e., 3/4) 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
                     nine (9) 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 upon
              a Change of Control 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 fifteen (15) months after the
                     Change of Control Date.



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Change of Control Agreement                           EXECUTIVE:  DAVID S. FLAME



       (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 ADDITIONAL PAYMENTS OR REDUCTIONS BY THE COMPANY. The provisions
       of this Section 4 shall apply, anything in this Agreement to the contrary
       notwithstanding, in the event that a determination is made (an "EXCISE
       TAX APPLICABILITY DETERMINATION") 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.

4.1    Determination of Excise Tax Applicability. Subject to the provisions of
       this Section 4, all determinations required to be made hereunder,
       including whether a Gross-Up Payment (as defined below) is required and
       the amount of such Gross-Up Payment, 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    If Employment Has Lasted Six Months or More: If (i) the Accounting Firm
       makes an Excise Tax Applicability Determination, and (ii) the Termination
       Date occurs six (6) months or more after the stating date of the
       Employment, then:

       (a)    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.

       (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 Gross-Up Payments, which will not have been made by the
              Company, should have been


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Change of Control Agreement                           EXECUTIVE:  DAVID S. FLAME



              made (a "GROSS-UP 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 Gross-Up Underpayment that has
              occurred and any such Gross-Up Underpayment shall be promptly paid
              by the Company to or for the benefit of the Executive.

4.3    If Employment Has Lasted Less Than Six Months: If (i) the Accounting Firm
       makes an Excise Tax Applicability Determination, and (ii) the Termination
       Date occurs less than six (6) months after the stating date of the
       Employment, then (iii) 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 (x) an
       Excise Tax to be due on any Payment or portion thereof, or (y) 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 4.3. 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 4.3 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.

       (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.



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Change of Control Agreement                           EXECUTIVE:  DAVID S. FLAME



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 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.



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Change of Control Agreement                           EXECUTIVE:  DAVID S. FLAME



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.

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.




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Change of Control Agreement                           EXECUTIVE:  DAVID S. FLAME


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 31, 2002 (the "EFFECTIVE DATE").


BINDVIEW CORPORATION, BY:                            EXECUTIVE:


---------------------------                          ---------------------------
Eric J. Pulaski, President                           Signature
and Chief Executive Officer



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