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                                                                  EXHIBIT 10.56

Executive Employment Agreement                  EXECUTIVE:  RONALD E. ROSENTHAL


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

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

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

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

2.1    BASE SALARY - see Section 4.1.

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

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

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


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Executive Employment Agreement                  EXECUTIVE:  RONALD E. ROSENTHAL


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

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

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

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

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

2.9    CAUSE:  As used in this Agreement:

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


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Executive Employment Agreement                  EXECUTIVE:  RONALD E. ROSENTHAL


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

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

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

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

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

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

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

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


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Executive Employment Agreement                  EXECUTIVE:  RONALD E. ROSENTHAL


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


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Executive Employment Agreement                  EXECUTIVE:  RONALD E. ROSENTHAL


       office in the Company (e.g., vice president to senior vice president),
       then the such more senior office shall be deemed the Office for all
       purposes hereunder.

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

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

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

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

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

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

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

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

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

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

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

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

2.29   SEVERANCE PAYMENT - see Section 6.1.


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Executive Employment Agreement                  EXECUTIVE:  RONALD E. ROSENTHAL


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

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

3.     EMPLOYMENT.

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

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

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

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

3.3    Expense Reimbursement.

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

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

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

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


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Executive Employment Agreement                  EXECUTIVE:  RONALD E. ROSENTHAL


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

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

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

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

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

5.     TERMINATION OF EMPLOYMENT.

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


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Executive Employment Agreement                  EXECUTIVE:  RONALD E. ROSENTHAL


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

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

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

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

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

5.6    Transition of Email, etc. If the Employment is terminated by either the
       Executive or the Company, the Company will provide reasonable cooperation
       in (i) permitting the Executive to copy or remove the Executive's
       personal files (not including Company confidential information) from the
       Executive's computer and office, and (ii) arranging for any personal
       emails or phone messages to be forwarded to the Executive.
5.7    Payments Following Termination . If the Employment is terminated for any
       reason, either by the Company or by the Executive's resignation, then the
       Company shall pay the Executive the following amounts as part of the
       Company's next regular payroll cycle but in no event later than thirty
       (30) days after the Termination Date, to the extent that the same have
       not already been paid:

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

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


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Executive Employment Agreement                  EXECUTIVE:  RONALD E. ROSENTHAL


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

6.     SEVERANCE BENEFITS UPON CERTAIN TERMINATIONS

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

       (a) the Company shall pay to the Executive, if living, an amount (the
           "SEVERANCE PAYMENT") equal to the number of months stated in the
           table below times the highest per-month Base Salary (i.e.,
           one-twelfth of the highest [annual] Base Salary) in effect (i) during
           the 12 months immediately prior to the Termination Date or (ii)
           during the Employment, if the Employment has lasted less than 12
           months. The Severance Payment shall be paid in equal, twice-monthly
           installments over a period, beginning on the Termination Date, equal
           to the number of months stated in the table below:

            TERMINATION DATE OCCURS:              NO. MONTHS SEVERANCE:
            -----------------------------------------------------------
            Before November 7, 2003              Six (6) months

            On or after November 7, 2003         Twelve (12) months

       (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, for the same number of
           months as the number of months over which installments of the
           Severance Payment are to be paid per Section 6.1.

       (b) To the extent that applicable law or the terms and conditions of the
           applicable insurance or benefit plan do not permit the Company to
           comply with subparagraph (a),


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Executive Employment Agreement                  EXECUTIVE:  RONALD E. ROSENTHAL


           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.

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

6.4    No Other Severance Benefits. Other than as described above in this
       Section 6, the Executive shall not be entitled to any payment, benefit,
       damages, award or compensation in connection with termination of the
       Employment, by either the Company or the Executive, except as may be
       expressly provided in another written agreement, if any, executed by the
       Executive and by an authorized officer of the Company. Neither the
       Executive nor the Company is obligated to enter into any such other
       written agreement.

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

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

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


                                      -10-

<PAGE>

Executive Employment Agreement                  EXECUTIVE:  RONALD E. ROSENTHAL


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 (i) as required
       in the course of the Employment or (ii) to the extent that Confidential
       Information 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 and
       cooperates with the Company to seek a protective order or similar
       protection for such Confidential Information.

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

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

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

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

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


                                      -11-

<PAGE>

Executive Employment Agreement                  EXECUTIVE:  RONALD E. ROSENTHAL


10.      NONCOMPETITION COVENANT.

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

       (a) participate, for himself or on behalf of any other Person, in any
           business that competes with any BindView Business anywhere in the
           world, where the Executive's Employment related in any way to such
           BindView Business. As used in the previous sentence, "participate"
           includes but is not limited to permitting the Executive's name
           directly or indirectly to be used by or to become associated with any
           other Person (including as an advisor, representative, agent,
           promoter, independent contractor, provider of personal services or
           otherwise) in connection with such competing business;

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

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

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

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

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

10.4   If the Executive violates the restrictions set forth in Section 10.1, and
       the Company brings a legal action for injunctive or other relief, the
       Company shall not be deprived of the benefit of those restrictions.
       Accordingly, the restrictions in Section 10.1 will be tolled during any
       period in which


                                      -12-

<PAGE>

Executive Employment Agreement                  EXECUTIVE:  RONALD E. ROSENTHAL


       the Executive violates any of such restrictions until the date of entry
       by a court of competent jurisdiction of a final judgment enforcing such
       restrictions in Section 10.1, as written or as modified by the court.

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

10.6   The Executive may acquire a direct or indirect ownership interest of not
       more than 5% of the outstanding securities of any corporation which is
       engaged in activities prohibited by Section 10.1 which is listed on any
       recognized securities exchange or traded in the over-the-counter market
       in the United States, provided that such investment is of a totally
       passive nature and does not involve the Executive's devoting time to the
       management or operations of such corporation.

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

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

12.      ARBITRATION.

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

12.2   The arbitration shall take place before a single arbitrator, who will
       preferably but not necessarily (x) be a practicing attorney, and (y) have
       at least five years' experience in working in or with


                                      -13-

<PAGE>

Executive Employment Agreement                  EXECUTIVE:  RONALD E. ROSENTHAL


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

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

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

13.    OTHER PROVISIONS.

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

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

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

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


                                      -14-

<PAGE>

Executive Employment Agreement                  EXECUTIVE:  RONALD E. ROSENTHAL


       the Executive to enforce the Executive's rights hereunder and the
       Executive will be relieved of all obligations under Section 10
       (noncompetition).

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

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

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

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

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

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

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

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


                                      -15-

<PAGE>

Executive Employment Agreement                  EXECUTIVE:  RONALD E. ROSENTHAL


-------------------------------------------------------------------------------
                                   SCHEDULE 1
-------------------------------------------------------------------------------
Effective Date                     December 30, 2002
-------------------------------------------------------------------------------
Office                             Senior Vice President
-------------------------------------------------------------------------------
Position                           Worldwide Marketing
-------------------------------------------------------------------------------
Base Salary                        $ 175,000 per year
-------------------------------------------------------------------------------
Bonus Potential At Target          $ 175,000
-------------------------------------------------------------------------------
Relocation reimbursement           The Company will reimburse the Executive for:

                                   1. reasonable relocation expenses
                                      from Atlanta, Georgia to Houston,
                                      Texas incurred during his
                                      Employment, including but not
                                      limited to real estate selling,
                                      purchasing and closing costs on
                                      primary residences in Atlanta and
                                      Houston, and 2. reasonable travel
                                      expenses between Atlanta and Houston
                                      and living expenses in Houston
                                      incurred during his Employment
                                      through the later of (i) May 31,
                                      2003, or (ii) if the Company
                                      requests that the Executive delay
                                      his relocation beyond May 31, 2003,
                                      such later date as the Company may
                                      specify. If the Company specifies
                                      such later date subsequent to making
                                      its request for a delay in
                                      relocation, then such later date
                                      must provide the Executive with a
                                      reasonable opportunity to complete
                                      his relocation. The Company need no
                                      longer reimburse such travel
                                      expenses once the Executive
                                      completes his relocation.
-------------------------------------------------------------------------------
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 to be effective as of December 30, 2002 (the "Effective Date").

BINDVIEW CORPORATION, BY:                         EXECUTIVE


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


                                      -16-

<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


                                      -17-

<PAGE>


ii.         If I do so, then (a) the Release shall be voided as to claims
            arising under the ADEA, but (b) the Release shall remain in full
            force and effect as to any and all other claims.

4. I agree that except as expressly provided otherwise herein, this Release may
not be released, discharged, abandoned, supplemented, changed, or modified in
any manner, except by an instrument in writing signed by me and a duly
authorized member of the management of BindView.


Date:  ____________________                _____________________________
                                           [Signature]


                                           -----------------------------
                                           Printed Name


                                      -18-