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                                                                   EXHIBIT 10.1

               EMPLOYMENT AGREEMENT BETWEEN BINDVIEW DEVELOPMENT
                              AND MARC CAMINETKSY


This Amended and Restated Employment Agreement, dated this 24th day of June,
1999 (this "Agreement"), is entered into by and between BindView Development
Corporation, a Texas corporation (the "Company"), Netect Inc., a Massachusetts
corporation and wholly-owned subsidiary of the Company ("Netect"), and Mr. Marc
R. Caminetsky (the "Employee").

                                    RECITALS

WHEREAS, Netect and the Employee previously entered into an Employment
Agreement dated 1st July, 1997, as amended, which the Employee and the Company
and Netect wish to amend and restate in its entirety;

NOW, THEREFORE, in consideration of the premises and the covenants and
agreements contained herein, and intending to be legally bound, the parties
hereto agree as follows:

1          Introduction

           (a) The recitals to this Agreement constitute an integral and
               indivisible part of this Agreement.

           (b) This Agreement supersedes any previous agreement regarding
               the Employee's employment, including any agreement with
               Netect or Netect Ltd.

2          Position; Duties; Location

           During the Term of Employment (as hereinafter defined), the Employee
           will serve as the Vice President of Marketing of the Company, at the
           discretion of the President and Chief Executive Officer of the
           Company, and shall perform such duties consistent with such position
           as are assigned to him from time to time by the President and Chief
           Executive Officer of the Company (including being responsible for
           the Company's world-wide marketing efforts). The Employee agrees to
           devote all of his business time, skill, attention and best efforts
           to the Company's business to discharge and fulfill the
           responsibilities assigned to him in that capacity. The Employee
           agrees not to render services to any other person or entity of any
           kind for compensation other than as set forth on Schedule A hereto,
           and in addition shall not engage in any activity that conflicts or
           interferes with the performance of the duties and responsibilities
           of the position.

           The Employee and the Company expect that the Employee will spend
           time in Houston, Texas as required. To facilitate this, during the
           Term of Employment the Company will provide the Employee at the
           Company's expense with a furnished temporary apartment in Houston
           and will pay reasonable travel expenses incurred by the Employee to
           and from Houston. With the approval of the President and Chief
           Executive Officer of the Company, the Employee may also receive
           reimbursement for the reasonable travel expenses of his immediate
           family to and from Houston.

3          Compensation

           (a) In consideration for the performance of his duties
               hereunder, BindView shall continue your previously
               existing base salary from Netect. As such, the Employee
               shall be paid an annual base salary (the "Annual Base
               Salary") of $175,000, which will be paid in 24 equal
               payments or otherwise in accordance with standard payroll
               procedures.

          (b)  Bonus. The Employee shall be eligible to receive a bonus
               ("Incentive Bonus Compensation"). All Incentive Bonus
               Compensation shall be paid, if earned, in accordance with the

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               Company's standard payment procedures for officer bonuses. The
               Incentive Bonus Compensation for quarters following March 31,
               1999 (the "Bonus Agreement") shall be based on (i) the
               achievement of management based objectives to be agreed upon in
               writing by the Company and the Employee and (ii) the
               achievement of criteria relating to revenue and profitability
               outlined in a bonus plan matrix to be agreed upon by the
               Company and the Employee. The total Incentive Bonus
               Compensation for a calendar year if both (i) and (ii) of the
               Bonus Agreement are achieved shall be as set forth from time to
               time on Schedule B hereto (the "On Target Bonus"). The
               Incentive Bonus Compensation for a calendar year will be less
               than the On Target Bonus if the criteria specified in the Bonus
               Agreement are not achieved and will greater than the On Target
               Bonus if the criteria specified in the Bonus Agreement are
               exceeded.

               The Incentive Bonus Compensation shall not constitute part
               of the Employee's salary for the calculation of any
               employment benefits.

4          Employment Benefits

           During the Term of Employment, the Company will maintain at its
           cost, health, dental, life and long-term disability insurance for
           the benefit of the Employee as the Company generally provides to its
           employees (including eligibility for and matching contributions to a
           401(k) plan in accordance with the Company's policies).

           During the Term of Employment, the Employee shall be entitled to
           participate in or receive benefits under any other employee benefit
           plan generally made available by the Company to its executive
           officers, subject to and on a basis consistent with the terms,
           conditions and overall administration of such plans or arrangements
           for individuals at such level. It is however understood that the
           determination of what is "generally made available by the Company"
           will be at the good faith discretion of the Company.

4.1        Expenses.

           The Company shall reimburse the Employee for all reasonable travel
           and other business expenses incurred by the Employee in the
           performance of his duties under this Agreement, upon the Employee's
           submission of appropriately itemized documentation thereof in
           accordance with the Company's reimbursement policy.

4.2        Disability

           (a) If the Company determines in good faith,  after considering
               all relevant medical evidence, that the Employee has incurred a
               Disability (as defined below) during the Term of Employment,
               the Company may give the Employee written notice of termination
               of the Employee's employment ("Disability Termination"). In
               such event, the Employee's employment with the Company shall
               terminate as of three business days following the issuing of
               such notice by the Company. In the event of Disability
               Termination the Company shall pay to the Employee, as soon as
               practicable after the close of the Company's fiscal quarter in
               which such Disability Termination occurs, any accrued and
               unpaid Incentive Bonus Compensation for the quarter prior to
               the quarter in which Disability Termination occurs plus a
               prorated portion of any unpaid Incentive Bonus Compensation to
               which he would have been entitled for the quarter in which the
               Disability Termination occurs. This subsection shall not limit
               the entitlement of the Employee to any disability or other
               benefits then available to the Employee under any benefit plan
               or policy which is maintained by the Company for the Employee's
               benefit.

           (b)  For the purpose of this Section, "Disability" shall mean
                the Employee's failure to perform his duties to the
                Company (and Netect as applicable) on a full-time basis
                for a total of at least three consecutive months during
                any twelve-month period, as a result of incapacity due to
                a mental or physical illness or injury, as confirmed by a
                physician selected by the Board of Directors of the
                Company.

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5          Vacation

           The Employee shall be entitled to annual vacation leave in
           accordance with the Company's vacation policy for executive officers
           of the Company.


6          Term and Termination

           (a) Term. The "Term of Employment", as used herein, shall mean
               a period commencing on the date hereof and ending on a
               date that is the earlier to occur of (A) the receipt by
               the Employee of a written notice of termination by the
               Company given to the Employee ("Termination Without
               Cause") or (B) the occurrence of an event specified in
               Section 4.2, 6(c) or 6(d); provided, however, that the
               occurrence of any of the events set forth in Section 4.2
               or this Section 6 shall result in the immediate
               termination of the Term of Employment, but shall not
               result in the termination of this Agreement.

           (b) Termination  Without Cause. The Company may terminate the Term
               of Employment hereunder at its sole discretion at any time,
               with or without cause; provided, however, that if the Company
               terminates the Term of Employment (including by notice pursuant
               to clause (a)) other than (y)"For Cause" (as hereinafter
               defined) or (z) upon Disability of the Employee, the Company
               shall (i) promptly pay to the Employee all accrued but unpaid
               Annual Base Salary, (ii) pay to the Employee as soon as
               practicable after the close of the Company's fiscal quarter in
               which such termination occurs, any accrued and unpaid Incentive
               Bonus Compensation for the quarter prior to the quarter in
               which termination occurs plus a prorated portion of any unpaid
               Incentive Bonus Compensation to which he would have been
               entitled for that quarter, and (iii) subject to both the
               execution by the Employee of a release in a form reasonably
               satisfactory to the Company and the continued compliance with
               the terms of this Agreement that are intended to remain
               applicable after termination of the Term of Employment,
               continue to pay to the Employee his Annual Base Salary, based
               on the Annual Base Salary level in effect immediately prior to
               the termination, in monthly payments, for a period of 12 months
               (hereinafter the "Severance Period"). During the Severance
               Period, (I) the Employee shall be entitled to retain his
               medical and other health benefits (to the extent permitted
               under the Company's benefit plans) and (II) the Employee's
               options that were issued prior to the date hereof by Netect or
               its affiliates that are now exercisable for shares of the
               Company's common stock shall continue to vest through March 31,
               2001 (this does not apply to any options to acquire the
               Company's common stock issued to Employee on or after March 1,
               1999).


           (c) Death.  The  Employee's  Term of Employment  hereunder and this
               Agreement shall automatically terminate upon Employee's death.
               In the case of the Employee's death, the Company shall pay to
               the Employee's beneficiaries or estate, as appropriate: (i)
               promptly after the Employee's death, all earned but unpaid
               Annual Base Salary to which he is entitled pursuant to
               subsection 3(a), and (ii) as soon as practicable after the
               close of the Company's fiscal quarter in which the Employee's
               death occurs, any accrued and unpaid Incentive Bonus
               Compensation for the quarter prior to the quarter in which
               death occurs plus a prorated portion of any unpaid Incentive
               Bonus Compensation to which he would have been entitled for
               that quarter. This subsection 6(b) shall not limit the
               entitlement of the Employee's estate or beneficiaries to any
               death or other benefits then available to the Employee under
               any benefit plan or policy which is maintained by the Company
               for the Employee's benefit.

           (d)  For Cause. The Company may terminate Employee's Term of
                Employment with the Company without any payment, other
                than any accrued and unpaid portion of the Annual Base
                Salary, or any benefits in any or all of the following
                cases ("For Cause"):

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                (i)       any actions taken by the Employee not in good faith
                          against the material interests of the Company or
                          Netect;

                (ii)      the conviction of the Employee in respect of an
                          offense involving dishonesty and/or a felony
                          with respect to his activities with the Company
                          or Netect; or

                (iii)     any other material breach by the Employee of
                          this Agreement, provided that the Company first
                          notifies the Employee of the specific breach
                          committed by him and the Employee is given sixty
                          (60) days to cure such material breach.

                In cases (i) and (ii) above the Employee's Term of
                Employment shall terminate immediately upon written notice
                from the Company. In case (iii), the Employee's Term of
                Employment shall terminate upon the expiration of the
                period mentioned therein.

           (e) For Good Reason. The Employee may terminate his Term of
               Employment at any time for Good Reason (as defined below)
               or otherwise.

(i)        If the Employee terminates his Term of Employment for Good Reason,
           he shall be entitled to receive the same compensation he would
           otherwise have received had the Company terminated his Term of
           Employment pursuant to clause 6(b) above other than (y) For Cause or
           (z) upon Disability of the Employee.

(ii)       If the Employee resigns or otherwise terminates his Term of
           Employment other than for Good Reason , he shall not be entitled to
           any payment, other than any accrued and unpaid portion of the Annual
           Base Salary and any accrued and unpaid Incentive Bonus Compensation
           for the quarter prior to the quarter in which the resignation or
           termination occurs, or any benefits otherwise provided for pursuant
           to this Agreement.

(iii)      "Good Reason" shall mean

                               (A) the Company reduces the Employee's
                                   Annual Base Salary or materially
                                   reduces his responsibility or duties
                                   with the Company, or

                               (B) the nonvoluntary relocation by the Company
                                   of the Employee from the Boston area, or

                               (C) any material breach by the Company of
                                   its obligations hereunder, which
                                   breach is not cured within fifteen
                                   (15) business days of the Employee's
                                   notice thereof.

           (f) Company Property. Upon termination of the Employee's Term
               of Employment, the Employee shall transfer his position to
               a replacement in an orderly and efficient manner and shall
               return to the Company and Netect all documents,
               literature, equipment, computer hardware and software and
               other equipment belonging to or prepared for the Company
               or Netect, in the same condition (ordinary wear and tear
               excepted) as when delivered to him.

7          Pooling. Notwithstanding  anything  herein to the contrary,
           Employee agrees not to take any action that in the opinion of
           the Company's  independent certified public accountants could
           reasonably be expected to jeopardize the accounting treatment
           of any  transactions  that are pending or completed  during the
           Term of  Employment  and for which the Company  proposed to
           account therefor as a "pooling of interests" transaction.

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8          Confidentiality

           (a) Information. The Employee agrees that the Information (as
               defined below) shall be kept confidential and shall not,
               without the prior written consent of the Company, be disclosed
               or furnished to any person, corporation or other business
               organization. The Employee further agrees to use the
               Information only in the course of the performance of his duties
               to the Company. "Information" shall mean all information, both
               oral and written, which is non-public, confidential or
               proprietary in nature, including without limitation, software,
               source codes, technical information, financial data, business
               strategies, product development, product data, processes,
               techniques, procedures, customer lists, marketing plans and
               other proprietary information used by the Company or by Netect
               Ltd. or by Netect or any of the Company's other subsidiaries or
               pertaining to its/their business. Information shall not include
               information which (i) is or becomes generally available to the
               public other than as a result of disclosure by the Employee or
               (ii) is required to be disclosed by law or applicable legal
               process (in which case the Employee will consult with the
               Company on an ongoing basis in order to legally minimize the
               amount of Information disclosed).

           (b) Inventions. All processes, technologies, inventions, discoveries,
               applications, improvements, ideas, trade names and trademarks
               (collectively, "Inventions"), which are conceived, originated,
               developed or acquired by the Employee as a result of or in
               connection with his engagement or affiliation with the Company
               or any of its subsidiaries, alone or with others, during the
               Employee's employment with the Company or any of its
               subsidiaries, whether or not patentable and whether or not
               conceived, originated or developed on the Company's or any of
               its subsidiaries' time or with the use of the Company's or any
               of its subsidiaries' facilities or materials, shall be the sole
               and exclusive property of the Company and shall be promptly and
               fully disclosed by the Employee to the Company. It is
               understood that such Inventions are proprietary in nature and
               shall (as between the Company and Employee) be for the
               exclusive use and benefit of the Company.

           (c) Survival. The provisions of this Section 8 shall survive the
               termination of the Term of  Employment and the termination of
               this Agreement.

9          Non-Competition.

           The Employee agrees that, during the Term of Employment with the
           Company, and for a period of twelve (12) months thereafter, the
           Employee shall not, directly or indirectly:

           (a) anywhere in the world be employed by, engaged in, connected with,
               or own, share in the earnings of, or invest in the securities
               of any person, partnership, corporation or other business
               organization that is engaged in a business which is in direct
               competition to that in which the Company or any of its
               subsidiaries is engaged or is actively contemplating engaging
               during the Term of his Employment or at the time of termination
               of the Term of Employment, provided, however, that (i) the
               Employee may invest in the securities of any business
               organization engaging in a similar business as that of the
               Company's or any of its subsidiaries if such securities are
               listed on any securities exchange and the Employee's investment
               does not exceed 10% of the issued and outstanding securities of
               such business organization, and Employee does not have any
               participation in the control of such business organization,
               and/or (ii) if the Employee wishes to be engaged by or
               connected with any department in any business organization
               which is in direct competition with the Company or any of its
               subsidiaries, and such department is not in itself in direct
               competition with the Company nor would the Employee's
               engagement/connection with such department involve the use of
               any Information (as defined in Section 8 above), then the
               Employee may apply to the Company for the Company's consent to
               such engagement/connection with such department, which consent
               shall not be unreasonably withheld; or

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           (b) hire, engage, employ or solicit, contact or communicate
               with for the purpose of hiring, employing or engaging, any
               person, firm, corporation or other business organization
               who or which at any time during his employment with the
               Company or any of its subsidiaries was an employee,
               consultant, advisor, client, or in the habit of dealing
               with the Company or any of its subsidiaries and, other
               than with respect to employees of the Company or any of
               its subsidiaries, which was engaged in or associated with
               a business which is in direct competition with that of the
               Company or any of its subsidiaries.

10         Remedies.

           The Employee acknowledges that the provisions and limitations set
           forth in Sections 8 and 9 of this Agreement are necessary for the
           protection of the Company and are reasonable in light of the
           activities and business of the Company. Employee further
           acknowledges that (i) the Employee will be able to support himself
           without violating such covenant and (ii) the Employee has been
           advised by his legal counsel as to the meaning and consequences of
           such covenant. The Employee acknowledges that the Company will have
           no adequate remedy at law if the Employee breaches any of the
           provisions of Sections 8 or 9 of this Agreement. In such event, the
           Company shall have the right, in addition to any other rights it may
           have, to obtain in any court of competent jurisdiction injunctive
           relief to restrain any breach or threatened breach of or otherwise
           to specifically enforce any of the provisions of said sections.
           Further, if a court or arbitrator of competent jurisdiction finds
           the scope, time or geographical restrictions in Sections 8 or 9 of
           this Agreement to be unreasonable, it is the intention of the
           parties that such restrictions shall be enforced to the fullest
           extent to which such court or arbitrator deems reasonable, and such
           provisions shall thereby be reformed.

11         Indemnification

           The Company shall, subject to any legal impediment, indemnify the
           Employee against all legal actions to the fullest extent permitted
           under the Company's Certificate of Incorporation.

           The provisions of this Section shall survive the Term of Employment
           and the termination and expiration of this Agreement for any reason,
           except for any matter which gave rise to Termination For Cause.

12.        The Company will take commercially reasonable steps to assist the
           Employee in obtaining a "green card" and shall bear all reasonable
           and customary costs related thereto.

13         Reserved

14         General

14.1       Notice. All notices or other communications provided for by this
           Agreement, will be given in writing, either by personal delivery;
           registered mail, postage prepaid; overnight courier services; or by
           facsimile transmission to the party at their last known address or
           number. All notices or communications given by courier will be
           deemed delivered on the third business day after the sending
           thereof; those given by personal delivery or by facsimile
           transmission will be deemed delivered on the next business day
           following transmission or delivery; and those given by mail will be
           deemed delivered on the fifth business day after posting.

14.2       Severability. The invalidity of all or part of any Section of this
           Agreement shall not render invalid the remainder of this Agreement
           or the remainder of such Section. If any provision of this Agreement
           is so broad as to be unenforceable, such provision shall be
           interpreted to be only so broad as is enforceable.

14.3       Further Assurances. Each party will cooperate, take such further
           reasonable action and execute and deliver such further documents as
           may be reasonably requested by the other in order to effectuate the
           intent and purposes of this Agreement.

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14.4       Successors and Assigns. This Agreement shall be binding upon and
           inure to the benefit of the Company and its successors and assigns.
           Neither this Agreement nor any right or interest hereunder shall be
           assignable or transferable by the Employee. This Agreement shall
           inure to the benefit of and be enforceable by the Employee's lawful
           personal representative.

14.5       Waiver. No provision of this Agreement may be modified, waived or
           discharged unless such modification, waiver or discharge is agreed
           to in writing and signed by the Employee and the Company. No waiver
           by either party at any time of any breach by the other party of, or
           non-compliance with, any condition or provision of this Agreement
           shall be deemed a waiver of similar or dissimilar provisions or
           conditions at the same or at any prior or subsequent time.

14.6       Governing Law. This Agreement shall be governed by and construed
           and enforced in accordance  with the laws of the State of Texas.

14.7       Arbitration. Any dispute between the parties relating to or arising
           out of, the provisions of this Agreement (other than Sections 8 and
           9, which disputes may be litigated in a court of competent
           jurisdiction) will be referred exclusively to arbitration in
           accordance with the Commercial Arbitration Rules of the American
           Arbitration Association. The parties shall appoint a single
           arbitrator selected by mutual consent, and failing such consent
           within twenty days from the date on which a party first requested
           arbitration - the arbitrator will be appointed by the American
           Arbitration Association. The arbitrator will be bound by Texas
           substantive law but will not be bound by the rules of evidence or
           civil procedure. The arbitrator will be required to provide the
           grounds for his ruling in writing. Any arbitration proceedings shall
           be held in Houston, Texas.

14.8       Entire Agreement. This Agreement constitutes the entire employment
           agreement between the parties and supersedes all prior agreements,
           understandings and arrangements, oral or written, between the
           parties hereto with respect to the subject matter hereof.

14.9       Representation by the Company. The Company hereby represents and
           warrants that (i) the person who has executed this Agreement on its
           behalf is duly authorized to do so; (ii) the Company has full
           corporate power and authority to enter into and perform its
           obligations under this Agreement; and (iii) the execution by the
           Company of this Agreement has been duly authorized and approved by
           all necessary corporate action.

IN WITNESS WHEREOF, the Company and Netect have caused this Agreement to be
duly executed and the Employee has duly executed this Agreement as of the day
and year first written above.

Netect Inc.

By:              /s/ Eric J. Pulaski               /s/ Marc R. Caminetsky
                -------------------------         ------------------------
Name:           Eric J. Pulaski                      Marc R. Caminetsky
                -------------------------
Title:          President
                -------------------------

BindView Development Corporation

By:             /s/ Eric J. Pulaski
                -------------------------
Name:           Eric J. Pulaski
                -------------------------
Title:          President
                -------------------------



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