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                                                                  EXHIBIT 10.50

                                                    EXECUTIVE:
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                              BINDVIEW CORPORATION

                           CHANGE OF CONTROL AGREEMENT

THIS CHANGE OF CONTROL AGREEMENT (this "AGREEMENT") is made between BindView
Development Corporation, a Texas corporation (the "COMPANY"), and the
"EXECUTIVE" identified above. Unless otherwise indicated, all references to
Sections are to Sections in this Agreement. This Agreement is effective as of
the date written on the signature page ("EFFECTIVE DATE").

This Agreement is in addition to and does not diminish the rights and benefits
afforded the Executive under: (i) the Executive Employment Agreement between the
Executive and the Company ("EMPLOYMENT AGREEMENT"); (ii) any stock or stock
option agreement(s), if any ("STOCK AGREEMENT(S)"); and (iii) any incentive
bonus, benefits or other agreements, if any ("OTHER AGREEMENTS"), all as
amended, whether currently existing or entered into at a future date between the
Executive and the Company. In the case of any inconsistencies or conflict
between those agreements and this Agreement, the terms of this Agreement shall
govern. 1. BACKGROUND.

1.1    The Executive currently holds (or is being hired for) a senior executive
       position with the Company. As a result, the Executive has (or will have)
       significant responsibility for the Company's management, profitability
       and growth. Likewise, the Executive possesses (or is expected to acquire)
       an intimate knowledge of the Company's business and affairs, including
       its policies, plans, methods, personnel, opportunities, and challenges.

1.2    The Company considers the continued employment of the Executive to be in
       the best interests of the Company and its shareholders. The Company
       desires to assure itself of the Executive's continued services on an
       objective and impartial basis without distraction or conflict of interest
       in the event of any efforts to effect a change of ownership or control of
       the Company.

1.3    The Executive is willing to remain in the employ of the Company upon the
       understanding that it will provide him with certain income security in
       the event of a change in control of the Company, upon the terms and
       conditions provided herein.

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

2.1    ACCOUNTING FIRM means the independent certified public accountants
       selected by the Company, or another accounting firm designated by such
       auditors and reasonably acceptable to the Executive; provided, however,
       in no event shall such independent certified public accountants be acting
       as auditors for the Company.

2.2    ACQUISITION REPORT means a report filed by or on behalf of a stockholder
       or group of stockholders on Schedule 13D or Schedule 14D-1 or any
       successor schedule, form or report under the Exchange Act.

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                                                    EXECUTIVE:
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2.3      BASE SALARY has the meaning set forth in the Employment Agreement.

2.4    BENEFICIAL OWNER means a Person who is a beneficial owner (as defined in
       Rule 13d-3 or any successor rule or regulation promulgated under the
       Exchange Act), directly or indirectly, of Voting Stock, or rights to
       acquire Voting Stock, or of securities convertible into Voting Stock, as
       applicable. If a Person owns rights to acquire Voting Stock, that
       Person's beneficial ownership shall be determined pursuant to paragraph
       (d) of Rule 13d-3 or any successor rule or regulation promulgated under
       the Exchange Act.

2.5   CAUSE or "for Cause" or "for cause" has the meaning set forth in the
      Employment Agreement.

2.6   A CHANGE OF CONTROL  shall be deemed to have occurred if any of the
      following events occurs after the Effective Date:

       (a) An Acquisition Report is filed with the Commission disclosing that
           any Person is the Beneficial Owner of 20 percent or more of the
           outstanding Voting Stock. The previous sentence shall not apply if
           (1) such Person is (A) the Company, one of its subsidiaries, or any
           employee benefit plan sponsored by either, or (B) Eric J. Pulaski, or
           (2) the transaction or transactions that are the subject of such
           Acquisition Report were approved by a vote of at least two-thirds of
           the directors of the Company who were directors of the Company
           immediately prior to the first such transaction.

       (b) Any Person purchases securities pursuant to a tender offer or
           exchange offer to acquire any Voting Stock (or any securities
           convertible into Voting Stock) and, immediately after consummation of
           that purchase, that Person is the Beneficial Owner of 20 percent or
           more of the outstanding Voting Stock. The previous sentence shall not
           apply if (1) such Person is (A) the Company, one of its subsidiaries,
           or any employee benefit plan sponsored by either, or (B) Eric J.
           Pulaski, or (2) such purchase was approved by a vote of at least
           two-thirds of the directors of the Company who were of the Company
           immediately prior to such purchase.

       (c) The consummation of a Merger Transaction if (a) the Company is not
           the surviving entity or (b) as a result of the Merger Transaction, 50
           percent or less of the combined voting power of the then-outstanding
           securities of the other party to the Merger Transaction, immediately
           after the Change of Control Date, are held in the aggregate by the
           holders of Voting Stock immediately prior to the Change of Control
           Date.

       (d) The consummation of a Sale Transaction.

       (e) The consummation of a transaction, immediately after which any Person
           would be the Beneficial Owner, directly or indirectly, of more than
           50 percent of the outstanding Voting Stock.

       (f) The stockholders of the Company approve the dissolution of the
           Company.

       (g) During any period of 12 consecutive months, the individuals who at
           the beginning of that period constituted the Board of Directors shall
           cease to constitute a majority of the Board of Directors. The
           previous sentence will not apply if the election, or the nomination
           for election by the Company's stockholders, of each director of the
           Company first elected during


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                                                    EXECUTIVE:
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           such period was approved by a vote of at least two-thirds of the
           directors of the Company then still in office who were directors of
           the Company at the beginning of any such period.

2.7    CHANGE OF CONTROL DATE means the date of an event constituting a Change
       of Control. In the case of a Merger Transaction or a Sale Transaction
       constituting a Change of Control, the Change of Control Date shall be the
       effective date of such transaction.

2.8    COMMISSION means the Securities and Exchange Commission or any successor
       agency.

2.9    DAY, in upper or lower case, means a calendar day unless otherwise
       specified.

2.10   EMPLOYMENT AGREEMENT has the meaning set forth in the preamble of this
       Agreement.

2.11   EXCHANGE ACT means the U.S. Securities Exchange Act of 1934, as amended
       from time to time, or any successor statute.

2.12   EXCISE TAX - see Section 4.

2.13     GOOD REASON has the meaning set forth in the Employment Agreement.

2.14     GROSS-UP PAYMENT - see Section 4.

2.15   IN CONNECTION WITH a Change of Control, when used in relation to a
       specified event, means that the event occurs during the period beginning
       30 days prior to the execution by the Company of one or more agreements
       to engage in one or more transactions which, in the aggregate, constitute
       a Change of Control and ending on the one-year anniversary of the
       effective date of a Change in Control.

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

2.17   PAYMENT - see Section 4.

2.18   PERSON means a person within the meaning of Section 13(d) or Section
       14(d)(2) or any successor rule or regulation promulgated under the
       Exchange Act.

2.19   SALE TRANSACTION means a sale, lease, exchange or other transfer of all
       or substantially all the assets of the Company andits consolidated
       subsidiaries to any other person.

2.20   SPECIAL SEVERANCE BENEFITS - see Section 3.3.

2.21   SPECIAL SEVERANCE PAYMENT - see Section 3.3.

2.22   UNDERPAYMENT - see Section 4.

2.23   VOTING STOCK means shares of capital stock of the Company the holders of
       which are entitled to vote for the election of directors, but excluding
       shares entitled to so vote only upon the occurrence of a contingency
       unless that contingency shall have occurred.


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3.     ACTIONS UPON CHANGE OF CONTROL.   This Section 3 shall apply if a Change
       of Control occurs.

3.1    Vesting of Stock Options / Stock Awards. Effective upon the Change of
       Control Date, all unvested portions of the Executive's stock options,
       restricted stock or other awards made or granted to the Executive under
       any Stock Agreement shall automatically, immediately, and fully vest.

3.2    Extended Exercise Period.  From and after the Termination Date until the
       18-month anniversary of the Termination Date, the Executive will be
       entitled to exercise any vested, unexpired, and previously-unexercised
       options to purchase the Company's stock.

3.3    Special Severance Benefits.

       (a) If, during the specific time periods listed in subparagraph (b), the
           Employment is terminated by any of the specific events listed there,
           then the Executive will be entitled to the following benefits
           ("SPECIAL SEVERANCE BENEFITS"):

           (1) all benefits that would be provided under the Employment
               Agreement in the event of a termination of the Employment without
               Cause by the Company, with the Severance Payment required by the
               Employment Agreement being paid as provided in subparagraph (c)
               below instead of as provided in the Employment Agreement;

           (2) a special severance payment ("SPECIAL SEVERANCE PAYMENT") equal
               to one (1) times the Executive's Base Salary; and

           (3) the insurance-related benefits required by the Employment
               Agreement to be provided by the Company in the event of a
               termination without Cause, for an additional six (6) months after
               the end of the time that such benefits are required to be
               provided under the Employment Agreement.

       (b) The specific termination events and time periods in which the
           Executive will be entitled to the Special Severance Benefits are
           as follows:

           (1) the Executive's Employment is terminated by the Company, for any
               reason other than Cause, In Connection With a Change of Control;

           (2) the Executive Resigns for Good Reason at any time during the
               period beginning on the Change of Control Date and ending at 5 pm
               Houston time on the date six (6) months after the Change of
               Control Date;

           (3) the Executive resigns for any reason, with or without the
               occurrence of an event that constitutes Good Reason, at any time
               during the period beginning on the date six (6) months after the
               Change of Control Date and ending at 5 pm Houston time on the
               date twelve (12) months after the Change of Control Date; or

           (4) the Executive dies at any time during the period beginning on the
               Change of Control Date and ending at 5 pm Houston time on the
               date twelve (12) months after the Change of Control Date.


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       (c) The Special Severance Payment and the Severance Payment required by
           the Employment Agreement shall be made to the Executive, in cash or
           immediately-available funds, in a lump sum within 30 days following
           the Termination Date, notwithstanding the provisions of the
           Employment Agreement for payment of the Severance Payment in
           installments.

       (d) Payments pursuant to this Agreement shall not be deemed to constitute
           continued employment beyond the Termination Date.

       (e) As a condition to providing the Executive with the Special Severance
           Benefits, the Company, in its sole discretion, may require the
           Executive to first execute a release in the form prescribed by the
           Employment Agreement.

4.     CERTAIN ADDITIONAL PAYMENTS BY THE COMPANY. Anything in this Agreement to
       the contrary notwithstanding, in the event it shall be determined that
       any payment or distribution by the Company to or for the benefit of the
       Executive, whether paid or payable or distributed or distributable
       pursuant to the terms of this Agreement or otherwise (a "PAYMENT"), would
       be subject to the excise tax imposed by Section 4999 of the Code or any
       interest or penalties with respect to such excise tax (such excise tax,
       together with any such interest and penalties, are hereinafter
       collectively referred to as the "EXCISE TAX"), then the Executive shall
       be entitled to receive an additional payment (a "GROSS-UP PAYMENT") in an
       amount such that after payment by the Executive of all taxes (including
       any interest or penalties imposed with respect to such taxes), including
       any Excise Tax imposed upon the Gross-Up Payment, the Executive retains
       an amount of the Gross-Up Payment equal to the Excise Tax imposed upon
       the Payments. Subject to the provisions of this Section 4, all
       determinations required to be made hereunder, including whether a
       Gross-Up Payment is required and the amount of such Gross-Up Payment,
       shall be made by the Accounting Firm (at the sole expense of the
       Company), which shall provide detailed supporting calculations both to
       the Company and the Executive within 15 business days of the date of
       termination of the Executive's employment under this Agreement, if
       applicable, or such earlier time as is requested by the Company. If the
       Accounting Firm determines that no Excise Tax is payable by the
       Executive, the Accounting Firm shall furnish the Executive with an
       opinion that he has substantial authority not to report any Excise Tax on
       his federal income tax return. Any determination by the Accounting Firm
       shall be binding upon the Company and the Executive. As a result of the
       uncertainty in the application of Section 4999 of the Code at the time of
       the initial determination by the Accounting Firm hereunder, it is
       possible that Gross-Up Payments, which will not have been made by the
       Company should have been made (an "UNDERPAYMENT"), consistent with the
       calculations required to be made hereunder. If the Company exhausts its
       remedies pursuant hereto and the Executive thereafter is required to make
       a payment of any Excise Tax, the Accounting Firm shall determine the
       amount of the Underpayment that has occurred and any such Underpayment
       shall be promptly paid by the Company to or for the benefit of the
       Executive.

5.     NO MITIGATION. The Executive shall not be required to mitigate the amount
       of any payment which is payable by the Company to the Executive
       hereunder. Any remuneration received by the Executive from a third party
       following termination of the Employment shall not apply to reduce the
       Company's obligations to make payments hereunder.


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6.     SUCCESSORS. The Company shall require any successor (whether direct or
       indirect, by purchase, merger, consolidation or otherwise) to all or
       substantially all of the business and/or assets of the Company to assume
       expressly and agree to perform this Agreement. By way of example and not
       of limitation, any breach of the Company's obligations in the previous
       sentence shall constitute a material breach of this Agreement. As used in
       this Agreement, "Company" shall mean the Company as hereinbefore defined
       and any successors or assigns to its business and/or assets as aforesaid
       which assumes and agrees to perform this Agreement by operation of law,
       or otherwise.

7.     EFFECT OF AGREEMENT ON OTHER RIGHTS.

7.1    This Agreement shall not diminish other rights which the Executive (or
       his estate, survivors or heirs) may have under any other agreement,
       contract, employee benefit plan or policy of the Company except as
       expressly provided in this Agreement.

7.2    Nothing in this Agreement shall be deemed (i) to constitute an employment
       contract, express or implied, nor (ii) to impose any obligation on the
       Company or any affiliate thereof to employ the Executive at all or on any
       particular terms, nor (iv) to impose any obligation on the Executive to
       work for the Company or any affiliate thereof, nor (v) to limit the right
       of the Company to terminate the Executive's employment for any reason,
       with or without cause, nor (vi) to limit the Executive's right to resign
       from Employment.

8.     ARBITRATION. Any dispute arising out of or relating to this Agreement or
       its validity, enforceability, or breach will be arbitrated in accordance
       with the arbitration provisions of the Employment Agreement.

9.     OTHER PROVISIONS.

9.1    This Agreement shall inure to the benefit of and be binding upon (i) the
       Company and its successors and assigns and (ii) the Executive and the
       Executive's heirs and legal representatives.

9.2    All notices and statements with respect to this Agreement shall be made
       or delivered as set forth in the Employment Agreement.

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

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

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


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

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

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

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

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

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

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


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