<PAGE>

                                                                   EXHIBIT 10.47


November 9, 2002



PERSONAL AND CONFIDENTIAL

Mr. David Lloyd
The Well House
South Weirs
Brockenhurst
SO42 7UQ
United Kingdom

Dear David:

I am pleased to offer you the position of Vice President of International Sales
for BindView Corporation (the "Company" or "BindView"). Subject to certain terms
and conditions, the elements of your compensation package are as follows:

This offer shall be null and void if not countersigned and returned to BindView
prior to November 15, 2002.

Effective hire date is expected to be December 1, 2002. You will be based in the
offices of BindView UK Ltd., the Company's UK subsidiary.

Your base compensation will be the pound equivalent of US $12,500 per month,
paid as earned on a semi-monthly basis. Your first month's salary will be
prorated based upon your effective hire date. You will be eligible to earn
incentive-based compensation of up to the pound equivalent of US $100,000 upon
satisfactory achievement of certain pre-determined targets. (The exchange rate
for all US dollar amounts referred to in this letter will be the rate at
December 1, 2002.)

Subject to the approval of BindView's Board of Directors, you will be eligible
to receive a stock option grant exercisable for 50,000 shares. Your options will
vest in accordance with the terms of your option agreement (four year vesting
schedule: one fourth (1/4) of full number of shares vested after one year, with
quarterly vesting thereafter). Your options will have an exercise price equal to
the fair market value per share of BindView common stock (as defined in the
applicable option plan) on the date the option is approved by the Company's
Board of Directors. The date of such approval is expected to be on or about the
5th trading date of the month following your effective hire date.

In the event of your separation from the Company without cause or for good
reason (as defined in your employment agreement), you will be entitled to
receive a severance payment equal to 0.5 times your annual base salary
(inclusive of any legally-required

<PAGE>
Mr. David Lloyd
Offer Letter-Page 2 of 2
November 9, 2002


notice periods). If terminated following a change in control, you will also
receive immediate vesting of any unvested options or equity awards.

You acknowledge that as a condition of your employment with BindView, you will
be required to execute various documents including the following:

         o  BindView's standard employment agreement with UK addendum, including
            non-competition covenant, all governed by English law;

         o  Acknowledgement of BindView's insider trading policy;

         o  Acknowledgement of BindView's employee manual.

This offer does not guarantee employment for a specified term and is not to be
construed as a contract limiting the prerogative of the Company to terminate the
employment relationship between you and the Company, with or without cause and
with or without notice at any time.

If the terms of this letter are acceptable to you, please acknowledge by signing
in the space provided below and returning one original to me, while retaining
the additional copy for your records.

All of us at BindView Corporation look forward to having you join our team.


Sincerely,


Eric Pulaski
President and
Chief Executive Officer
BindView Development Corporation


AGREED AND ACCEPTED:



-------------------------
David Lloyd


Date:
     --------------------