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                                                                    EXHIBIT 10.1

                                                         EXECUTIVE: ARSHAD MATIN

                              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, or is being hired for, a senior executive
      position with the Company. As a result, the Executive has, or is expected
      to 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 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.

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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 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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      (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.

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

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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.

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.

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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.

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.

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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) 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.

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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 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.

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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.

   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.

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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 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.

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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.

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

<PAGE>

      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"
            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;

<PAGE>

      (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 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

<PAGE>

      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.

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.

<PAGE>

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.

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.

<PAGE>

                                                                      SCHEDULE 1

Effective Date                    April 13, 2004

Office                            Executive Vice President - Product and
                                  Technology Operations

Position                          Responsible for inbound product marketing and
                                  R&D

Base Salary                       $ 214,000 per year

Bonus Potential At Target         $ 214,000

Signing bonus                     $ 150,000, to be paid as additional
                                  compensation when the Executive starts work
                                  for the Company, in anticipation of the
                                  Executive's continuing to work for the Company
                                  for at least 36 months. The Executive shall
                                  not be obligated to repay any portion of the
                                  signing bonus, nor to pay any interest
                                  thereon, nor to execute a promissory note or
                                  similar instrument concerning the signing
                                  bonus, except as provided in the next
                                  sentence. If, at any time during the 36 months
                                  following the Effective Date, either (i) the
                                  Executive resigns other than for Good Reason
                                  or (ii) the Company terminates the Executive's
                                  employment for Cause, then the Executive shall
                                  forfeit a pro-rata portion of the signing
                                  bonus and agrees to repay it to the Company,
                                  without interest, within 10 business days
                                  thereafter. HYPOTHETICAL EXAMPLE: If the
                                  Executive were to resign other than for Good
                                  Reason effective April 15, 2005, then he would
                                  forfeit 24/36 = 2/3 of the signing bonus and
                                  therefore would be required to repay the
                                  Company the sum of $100,000 by April 29, 2005.

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

<PAGE>

                                    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

            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.

<PAGE>

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