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                                                                    EXHIBIT 10.3


                                 PROMISSORY NOTE


PRINCIPAL AMOUNT:          $1,044,000.00                             May 1, 2001

NOTE RATE: Six percent (6%)                                       Houston, Texas

         1. FOR VALUE RECEIVED, the undersigned, Edward L. Pierce, an individual
residing in Harris County, Texas ("Maker"), hereby promises to pay to the order
of BindView Development Corporation, a Texas corporation (the "Payee"), in
Houston, Harris County, Texas, at 5151 San Felipe, Suite 2100, Houston, Texas
77056, on or before April 30, 2005 (the "Maturity Date"), in lawful money of the
United States of America, the above Principal Amount, together with interest on
the unpaid balance of said principal amount from time to time remaining
outstanding, from the date hereof until maturity (howsoever such maturity shall
occur), in like money, at said office, at a rate per annum equal to the lesser
of (a) the above Note Rate, and (b) the Maximum Rate.

         2. All past due principal of and interest on this Note shall bear
interest from the due date thereof (whether by acceleration or otherwise) until
paid at a per annum rate equal to the Maximum Rate.

         3. The outstanding principal balance of this Note and all accrued but
unpaid interest thereon shall be due and payable by Maker to Payee on the
Maturity Date, upon which day all outstanding principal shall be immediately due
and payable. The foregoing notwithstanding, all unpaid accrued interest on this
Note, and the outstanding unpaid principal balance hereof, shall be immediately
due and payable in full upon the maturity of the principal of this Note, whether
by acceleration or otherwise.

         4. Maker shall have the right and privilege of prepaying this Note, in
whole or in part, at any time or from time to time without premium or penalty or
notice to the holder hereof. All amounts prepaid shall be applied first to
earned, accrued and unpaid interest and the balance, if any, shall be applied to
the payment of the principal installments in inverse order of maturity.

         5. The terms set forth below shall have the meanings assigned to such
terms as used in this Note:

                  "Applicable Law" shall mean the law in effect from time to
         time and applicable to the transactions between Payee and Maker
         pursuant to this Note which lawfully permits the charging and
         collection of the highest permissible lawful non-usurious rate of
         interest on such transactions, including laws of the State of Texas,
         and to the extent controlling and providing for a higher lawful rate of
         interest, laws of the United States of America. It is intended that
         Article 1.04, Title 79, Revised Civil Statutes of Texas, 1925, as
         amended, shall be included in the laws of the State of Texas in
         determining Applicable Law; and for the purpose of applying said
         Article 1.04, the interest ceiling applicable to such transactions
         under said Article 1.04 shall be the indicated (weekly) rate ceiling
         from time to time in effect.


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                  "Business Day" shall mean any day on which banks are open for
         general banking business in the State of Texas, other than on Saturday,
         Sunday, a legal holiday or any other day on which banks in the State of
         Texas are required or authorized by law or executive order to close.

                  "Maximum Rate" shall mean the maximum lawful non-usurious rate
         of interest, if any, which under Applicable Law Payee is permitted to
         charge Maker on the loan evidenced by this Note from time to time. If,
         however, during any period interest accruing on this Note is not
         limited to any maximum lawful non-usurious rate of interest under
         Applicable Law, then during each such period the "Maximum Rate" shall
         be equal to a per annum rate of 10% plus the Note Rate.

                  "Note Rate" shall mean the per annum rate of interest set
         forth above.

         6. If any one of the following events shall occur and be continuing (an
"Event of Default"):

            (a) Maker shall fail to pay timely when due, the principal of, or
accrued unpaid interest on, this Note or any other of the obligations hereunder;
or

            (b) Maker shall breach any representation or warranty made by Maker
in any statement furnished concurrently herewith or hereafter to Payee by or on
behalf of Maker; or

            (c) (i) Default shall be made in the due observance or performance
of, or compliance with, any of the covenants or agreements contained herein or
(ii) the occurrence of any event or circumstance which constitutes an "event of
default" under any security agreement or other instrument securing payment
hereof; or

            (d) Maker shall (i) die, resign from employment by Payee, be
disabled so as to be unable for more than three consecutive months to work full
time in the employ of Payee, or shall no longer be employed by Payee for any
other reason (including, without limiting the generality of the foregoing,
termination of employment by Maker for cause or without cause) as an officer of
Payee, or (ii) apply for or consent to the appointment of a receiver, trustee,
custodian or liquidator of Maker or of all or a substantial part of Maker's
property, or (iii) generally fail to pay Maker's debts as they come due in the
ordinary course of business, or (iv) commence, or file an answer admitting the
material allegations of or consenting to, or default in a petition filed against
it in, any case, proceeding or other action under any existing or future law of
any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency,
reorganization or relief of debtors, or seeking to have an order for relief
entered with respect to Maker under the federal Bankruptcy Code 11 USC Section
101 et. seq., or seeking reorganization, arrangement, adjustment, winding-up,
liquidation, composition or the similar relief with respect to Maker or Maker's
debt; or

            (e) A receiver, conservator, liquidator, custodian or trustee of
Maker or any of Maker's property is appointed by the order or decree of any
court or agency or supervisory authority having jurisdiction; or Maker obtains
an order for relief under the federal Bankruptcy




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Code 11 USC Section 101 et. seq.; or any of the property of Maker is sequestered
by court order; or a petition is filed or a proceeding is commenced against
Maker under any bankruptcy, reorganization, arrangement, insolvency,
readjustment of debt or liquidation law of any jurisdiction, whether now or
hereafter in effect; or

            (f) (i) Any event or condition occurs which results in, or permits
the forfeiture by Maker of Maker's material rights, benefits or privileges under
any indenture, mortgage, deed of trust, promissory note, loan agreement, note
agreement or any other material agreement or undertaking, which continues
unremedied for any applicable cure period; or (ii) the occurrence of any event,
circumstance, or condition which, after any applicable cure or notice period or
lapse of time, or both, would constitute a default under any material agreement,
contract, promissory note, loan agreement, indenture, lien instrument or the
like to which Maker is a party or by which any of Maker's property is subject,
which continues unremedied for any applicable cure period, whether or not a
party thereto exercises any of its rights and remedies with respect to such
default; or

            (g) The levy or execution of any attachment, execution or other
process against any material part of the collateral (if any) securing this Note
or any other material property or interest in property of Maker, which is not
timely and completely stayed by appropriate proceedings and/or bonding
requirements; or

            (h) Any court shall find or rule, or Maker shall assert or claim,
(i) that Payee does not have a valid, perfected, enforceable lien and security
interest in the collateral (if any) securing this Note, or (ii) that this
Agreement or any of the loan documents executed in connection herewith does not
or will not constitute the legal, valid, binding and enforceable obligations of
the party or parties (as applicable) thereto, or (iii) that any person has a
conflicting or adverse lien, claim or right in, or with respect to, the
collateral (if any) securing this Note or any material portion thereof; or

            (i) The rendering of any judgment or judgments against Maker for the
payment of money in excess of $10,000, in the aggregate, which remains
unsatisfied and in effect for any period of 10 consecutive days without a stay
of execution; or

            (j) Maker shall have concealed, removed, or permitted to be
concealed or removed, any part of Maker's property, with intent to hinder, delay
or defraud Maker's creditors or any of them, or made or suffered a transfer of
any of Maker's property which may be fraudulent under any bankruptcy, fraudulent
conveyance or similar law; or shall have made any transfer of Maker's property
to or for the benefit of a creditor at a time when other creditors similarly
situated have not been paid; or shall have suffered or permitted, while
insolvent, any creditor to obtain a lien upon any of Maker's property through
legal proceedings or distraint or other process which is not vacated within 10
days from the date thereof; or

            (k) Any material adverse change shall occur in the business, assets
or condition (financial or otherwise) of Maker; or




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            (l) Payee at any time shall, in Payee's sole and absolute
discretion, consider the payment of this Note to be insecure or any part of the
collateral (if any) securing this Note to be unsafe, insecure or insufficient
and Maker shall not upon demand by Payee furnish other collateral or make
payment, satisfactory to Payee;

then the Payee, at its option, may declare the unpaid principal portion of this
Note to be forthwith due and payable, whereupon the said portion of this Note
and all accrued, earned and unpaid interest shall become immediately due and
payable by Maker without demand, presentment for payment, notice of non-payment,
protest, notice of protest, notice of intent to accelerate maturity, notice of
acceleration of maturity or any other notice of any kind to Maker, or any other
person liable hereon or with respect hereto, all of which are hereby expressly
waived by Maker and each other person liable hereon or with respect hereto,
anything contained herein or in any other documents or instruments to the
contrary notwithstanding; and upon the happening of any Event of Default
referred to in paragraphs (e) or (f), the unpaid principal portion of this Note
and all other interest on this Note then accrued, earned and unpaid shall become
automatically due and payable by Maker without demand, presentment for payment,
notice of nonpayment, protest, notice of protest, notice of intent to accelerate
maturity, notice of acceleration of maturity or any other notice of any kind to
Maker or any other person liable hereon or with respect hereto, all of which are
expressly waived by Maker and each other Person liable hereon or with respect
hereto, anything contained herein or in any document or instrument to the
contrary notwithstanding. Further, upon the occurrence of any default or event
of default, Payee shall have all other rights and remedies as set forth herein
and in the other documents (if any) securing this Note and as otherwise provided
at law or in equity, all such rights and remedies being cumulative, including,
but without limitation, the right, without prior notice to Maker or any other
person liable with respect hereto, to set-off and apply any indebtedness at any
time owing by Payee to, or for the credit or account of, Maker against any
indebtedness owed to Payee by Maker, irrespective of whether or not Payee shall
have made demand under this Note or any other instrument securing this Note, and
although this Note may not then be matured; provided, that any exercise of said
set-off by Payee shall be subsequently followed by notice from Payee to Maker of
such right exercised, but the failure to give such notice shall in no manner
affect the right of Payee in respect to set-offs and corresponding applications
of funds.

         7. Maker shall, upon demand by Payee, promptly pay to Payee any and all
costs and expenses, including legal expenses, collections costs and attorneys'
fees (whether or not legal proceedings are instituted including, without
limitation, legal expenses and reasonable attorneys' fees in connection with any
bankruptcy proceedings), incurred or paid by Payee in protecting or enforcing
Payee's rights hereunder. Without limiting the generality of the foregoing, if
this Note is collected by suit or through the Bankruptcy Court, or any judicial
proceeding, or if this Note is not paid at maturity, however such maturity may
be brought about, and it is placed in the hands of an attorney for collection
(whether or not legal proceedings are instituted), then Maker agrees to pay, in
addition to all other amounts owing hereunder, the collection costs and
reasonable attorneys' fees of the holder hereof.

         8. The records of Payee shall constitute rebuttably presumptive
evidence of the principal and earned, accrued and unpaid interest remaining
outstanding on this Note.



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         9. It is the intent of Payee and Maker in the execution and performance
of this Note to remain in strict compliance with Applicable Law from time to
time in effect. In furtherance thereof, Payee and Maker stipulate and agree that
none of the terms and provisions contained in this Note shall ever be construed
to create a contract to pay for the use, forbearance or detention of money with
interest at a rate or in an amount in excess of the Maximum Rate or amount of
interest permitted to be charged under Applicable Law. For purposes of this Note
"interest" shall include the aggregate of all charges which constitute interest
under Applicable Law that are contracted for, charged, reserved, received or
paid under this Note. Maker shall never be required to pay unearned interest and
shall never be required to pay interest at a rate or in an amount in excess of
the Maximum Rate or amount of interest that may be lawfully charged under
Applicable Law, and the provisions of this paragraph shall control over all
other provisions of this Note, and of any other instrument pertaining to or
securing this Note, which may be in actual or apparent conflict herewith. If
this Note is prepaid, or if the maturity of this Note is accelerated for any
reason, or if under any other contingency the effective rate or amount of
interest which would otherwise be payable under this Note would exceed the
Maximum Rate or amount of interest Payee or any other holder of this Note is
allowed by Applicable Law to charge, contract for, take, reserve or receive, or
in the event Payee or any holder of this Note shall charge, contract for, take,
reserve or receive monies that are deemed to constitute interest which would, in
the absence of this provision, increase the effective rate or amount of interest
payable under this Note to a rate or amount in excess of that permitted to be
charged, contracted for, taken, reserved or received under Applicable Law then
in effect, then the principal amount of this Note or the amount of interest
which would otherwise be payable under this Note or both shall be reduced to the
amount allowed under Applicable Law as now or hereinafter construed by the
courts having jurisdiction, and all such moneys so charged, contracted for,
taken, reserved or received that are deemed to constitute interest in excess of
the Maximum Rate or amount of interest permitted by Applicable Law shall
immediately be returned to or credited to the account of Maker upon such
determination. Payee and Maker further stipulate and agree that, without
limitation of the foregoing, all calculations of the rate or amount of interest
contracted for, charged, taken, reserved or received under this Note which are
made for the purpose of determining whether such rate or amount exceeds the
Maximum Rate or amount, shall be made to the extent not prohibited by Applicable
Law, by amortizing, prorating, allocating and spreading during the period of the
full stated term of this Note, all interest at any time contracted for, charged,
taken, reserved or received from Maker or otherwise by Payee or any other holder
of this Note.

         10. Maker and all sureties, endorsers and guarantors (if any) of this
Note waive demand, presentment for payment, notice of non-payment, protest,
notice of protest, notice of intent to accelerate maturity, notice of
acceleration of maturity and all other notice, filing of suit and diligence in
collecting this Note or enforcing any of the security herefor, and agree to any
substitution, exchange or release of any such security, the release of any party
primarily or secondarily liable hereon and further agree that it will not be
necessary for any holder hereof, in order to enforce payment of this Note, to
first institute suit or exhaust its remedies against any security herefor, and
consent to any one or more extensions or postponements of time of payment of
this Note on any terms or any other indulgences with respect hereto, without
notice thereof to any of them.


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         11. This Note is secured by all security agreements, collateral
assignments and lien instruments (if any) executed by the Maker in favor of
Payee, or executed by any other party as security for this Note, including any
executed prior to, simultaneously with, or after the date of this Note and
including, without limitation, that certain Security Agreement of even date
herewith by Maker in favor of Payee.

         12. Maker hereby irrevocably directs Payee to apply and set off,
against the accrued unpaid interest hereon and the outstanding unpaid principal
balance hereof, all deferred compensation and other payments and amounts due and
payable from Payee to Maker on or after the date hereof. It is Maker's intention
hereby to convey, assign and transfer as of the date hereof to Payee, for the
purposes of effecting the foregoing application and set off, all of Maker's
rights to receive such deferred compensation after the date hereof, such that
when, as and if such deferred compensation payments shall be due and payable by
Payee to Maker, Maker shall be deemed to have irrevocably assigned and
transferred all rights thereto to Payee, effective as of the date hereof.

         13. This Note shall be governed by and construed in accordance with the
internal laws of the State of Texas and applicable federal laws of the United
States of America. This Note has been delivered and accepted and is payable at
Houston, Harris County, Texas. There are no unwritten or oral agreements between
the Maker and the Payee. Payee has no commitment to make any additional loans to
or to extend financial accommodations to Maker beyond the loan evidenced hereby.

         EXECUTED AND EFFECTIVE as of the day and year first above written.

                                       MAKER:


                                       -----------------------------------------
                                                  Edward L. Pierce










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