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                                                                   EXHIBIT 10.28

















                        BINDVIEW DEVELOPMENT CORPORATION

                  1998 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN









                     (AS AMENDED THROUGH FEBRUARY 21, 2002)
















40033125.1
BINDVIEW NON-EMPLOYEE DIRECTOR OPTION PLAN (AMENDED THROUGH 2/21/2002)

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                        BINDVIEW DEVELOPMENT CORPORATION

                  1998 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN


                                TABLE OF CONTENTS


                                                                           Page
                                                                           ----
1.       PURPOSE............................................................ 1
2.       EFFECTIVE DATE OF PLAN............................................. 1
3.       ADMINISTRATION..................................................... 1
4.       DEDICATED SHARES................................................... 1
5.       GRANT OF OPTIONS................................................... 1
6.       ELIGIBILITY........................................................ 1
7.       OPTION GRANT SIZE AND GRANT DATES.................................. 2
8.       OPTION PRICE; FAIR MARKET VALUE.................................... 2
9.       DURATION OF OPTIONS................................................ 2
10.      AMOUNT EXERCISABLE................................................. 2
11.      EXERCISE OF OPTIONS................................................ 4
12.      NON-TRANSFERABILITY OF OPTIONS..................................... 5
13.      TERMINATION OF DIRECTORSHIP OF OPTIONEE............................ 5
14.      REQUIREMENTS OF LAW................................................ 5
15.      NO RIGHTS AS STOCKHOLDER........................................... 6
16.      NO OBLIGATION TO RETAIN OPTIONEE................................... 6
17.      CHANGES IN THE COMPANY'S CAPITAL STRUCTURE......................... 6
18.      TERMINATION AND AMENDMENT OF PLAN.................................. 8
19.      WRITTEN AGREEMENT.................................................. 9
20.      INDEMNIFICATION OF BOARD........................................... 9
21.      FORFEITURES........................................................ 9
22.      GENDER............................................................. 9
23.      HEADINGS........................................................... 9
24.      GOVERNING LAW......................................................10





40033125.1
BINDVIEW NON-EMPLOYEE DIRECTOR OPTION PLAN
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                        BINDVIEW DEVELOPMENT CORPORATION

                  1998 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN


         1. PURPOSE. The BindView Development Corporation 1998 Non-Employee
Director Stock Option Plan (the "Plan") of BindView Development Corporation (the
"Company") is for the benefit of members of the Board of Directors of the
Company who, at the time of their service, are not employees of the Company or
any of its affiliates, by providing them an opportunity to become owners of the
Common Stock, no par value, of the Company (the "Stock"), thereby advancing the
best interests of the Company by increasing their proprietary interest in the
success of the Company and encouraging them to continue in their present
capacity.

         2. EFFECTIVE DATE OF PLAN. The Plan is effective January 5, 1998, if
within one year of that date it shall have been approved by the holders of at
least a majority of the outstanding shares of voting stock of the Company voting
in person or by proxy at a duly held shareholders' meeting, or if the provisions
of the corporate charter, bylaws or applicable state law prescribes a greater
degree of shareholder approval for this action, the approval by the holders of
that percentage, at a duly held meeting of shareholders, or in either case by a
consent in lieu of a meeting if permitted by the corporate charter, bylaws and
applicable law.

         3. ADMINISTRATION. The Plan shall be administered by the Board of
Directors of the Company (the "Board"). Subject to the terms of the Plan, the
Board shall have the power to construe the provisions of the Plan, Options, and
Stock issued hereunder, to determine all questions arising hereunder, and to
adopt and amend such rules and regulations for administering the Plan as the
Board deems desirable.

         4. DEDICATED SHARES. The total number of shares of Stock with respect
to which Initial Grants or Annual Grants (collectively, the "Options") may be
granted under this Plan shall not exceed, in the aggregate 500,000 shares (as
adjusted pursuant to Section 17 for a 2.5 to 1 stock split, and a subsequent 2
to 1 stock split); provided, that the class and aggregate number of shares of
Stock which may be granted hereunder shall be subject to adjustment in
accordance with the provisions of Paragraph 17. The shares of Stock may be
treasury shares or authorized but unissued shares of Stock. In the event that
any outstanding Option shall expire or is terminated or canceled for any reason,
the shares of Stock allocable to the unexercised portion of that Option may
again be subject to an Option or Options under the Plan.

         5. GRANT OF OPTIONS. All Options granted under the Plan shall be
Nonqualified Options which are not intended to satisfy the requirements of
Section 422 of the Internal Revenue Code of 1986, as amended. No options shall
be granted under the Plan subsequent to January 4, 2008.

         6. ELIGIBILITY. The individuals who shall be eligible to receive
Options under the Plan shall be each member of the Board who is not an employee
of the Company or any affiliate of the Company ("Eligible Director").


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         7. OPTION GRANT SIZE AND GRANT DATES.

         On the day the Eligible Director is first elected or appointed to be a
director (whichever is applicable), the Eligible Director shall be granted an
Option to purchase up to 100,000 shares of Stock on the terms and conditions set
forth herein (an "Initial Grant").

         On the day of each May Board meeting (or the next regular meeting of
the Board, if there is no May meeting), each Eligible Director who is continuing
to serve as a director, may be granted an Option to purchase up to 25,000 shares
of Stock on the terms and conditions set forth herein (an "Annual Grant").

         Subject only to any applicable limitations set out in this Plan, the
number of shares of Stock to be covered by any Option granted to an Eligible
Director shall be as determined by the Board. Notwithstanding the provisions of
Section 17, the number of shares of Stock which may subsequently be awarded
pursuant to this Section 7 shall not increase but may be decreased if
appropriate under Section 17. If service of an Eligible Director who previously
received an Initial Grant terminates and the Director is subsequently elected or
appointed to the Board, that Director shall not be eligible to receive a second
Initial Grant.

         If the General Counsel of the Company determines, in his sole
discretion, that the Company is in possession of material, nonpublic information
about the Company or any of its subsidiaries, he may suspend granting of the
Initial Grant or Annual Grant to each Eligible Director until the second trading
day after public dissemination of that information, and the determination by the
General Counsel that issuance of the Options is then appropriate.

         8. OPTION PRICE; FAIR MARKET VALUE. The price at which shares of Stock
may be purchased by each Eligible Director (the "Optionee") pursuant to his
Initial Grant or Annual Grant, shall be 100% of the "Fair Market Value" of the
shares of Stock on the date of grant of the Initial Grant or Annual Grant, as
applicable.

         For all purposes of this Plan, the "Fair Market Value" of the Stock as
of any date means (a) the average of the high and low sale prices of the Stock
on that date on the principal securities exchange on which the Stock is listed;
or (b) if the Stock is not listed on a securities exchange, the average of the
high and low sale prices of the Stock on that date as reported on the NASDAQ
National Market System; or (c) if the Stock is not listed on the NASDAQ National
Market System, the average of the high and low bid quotations for the Stock on
that date as reported by the National Quotation Bureau Incorporated; (d) for any
Options issued prior to the initial public offering of the Stock, the initial
public offering price; or (e) if none of the foregoing is applicable, the
average between the closing bid and ask prices per share of stock on the last
preceding date on which those prices were reported or that amount as determined
by the Board.

         9. DURATION OF OPTIONS. The term of each Option shall be ten years from
the date of grant. No Option shall be exercisable after the expiration of ten
years from the date the Option is granted.

         10. AMOUNT EXERCISABLE. Each Option hereunder shall become exercisable
on a cumulative basis in 20% increments on and after each annual anniversary of
the grant of the Option. However, upon a Change of Control, each Option shall
become immediately


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BINDVIEW NON-EMPLOYEE DIRECTOR OPTION PLAN
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exercisable. For this purpose, a "Change in Control" shall have occurred if,
after the Effective Date of the Plan:

               (i) a report on Schedule 13D or Schedule 14D-1 (or any successor
         schedule, form or report) shall be filed with the Commission pursuant
         to the Exchange Act and that report discloses that any person (within
         the meaning of Section 13(d) or Section 14(d)(2) of the Exchange Act),
         other than the Company (or one of its subsidiaries) or any employee
         benefit plan sponsored by the Company (or one of its subsidiaries), is
         the beneficial owner (as that term is defined in Rule 13d-3 or any
         successor rule or regulation promulgated under the Exchange Act),
         directly or indirectly, of 20 percent or more of the outstanding Voting
         Stock;

               (ii) any person (within the meaning of Section 13(d) or Section
         14(d)(2) of the Exchange Act), other than the Company (or one of its
         subsidiaries) or any employee benefit plan sponsored by the Company (or
         one of its subsidiaries), shall purchase 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 (as
         that term is defined in Rule 13d-3 or any successor rule or regulation
         promulgated under the Exchange Act), directly or indirectly, of 20
         percent or more of the outstanding Voting Stock (such person's
         beneficial ownership to be determined, in the case of rights to acquire
         Voting Stock, pursuant to paragraph (d) of Rule 13d-3 or any successor
         rule or regulation promulgated under the Exchange Act);

               (iii) the consummation of:

                    (x) a merger, consolidation or reorganization of the Company
         with or into any other person if (a) the Company is not the surviving
         entity or (b) as a result of such merger, consolidation or
         reorganization, 50 percent or less of the combined voting power of the
         then-outstanding securities of such other person immediately after such
         merger, consolidation or reorganization are held in the aggregate by
         the holders of Voting Stock immediately prior to such merger,
         consolidation or reorganization;

                    (y) any sale, lease, exchange or other transfer of all or
         substantially all the assets of the Company and its consolidated
         subsidiaries to any other person if as a result of such sale, lease,
         exchange or other transfer, 50 percent or less of the combined voting
         power of the then-outstanding securities of such other person
         immediately after such sale, lease, exchange or other transfer are held
         in the aggregate by the holders of Voting Stock immediately prior to
         such sale, lease, exchange or other transfer; or

                    (z) a transaction immediately after the consummation of
         which any person (within the meaning of Section 13(d) or Section
         14(d)(2) of the Exchange Act) would be the beneficial owner (as that
         term is defined in Rule 13d-3


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BINDVIEW NON-EMPLOYEE DIRECTOR OPTION PLAN
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         or any successor rule or regulation promulgated under the Exchange
         Act), directly or indirectly, of more than 50 percent of the
         outstanding Voting Stock;

               (iv) the stockholders of the Company approve the dissolution of
         the Company; or

               (v) 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, unless
         the election, or the nomination for election by the Company's
         stockholders, of each director of the Company first elected during such
         period was approved by a vote of at least a 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.

               "Voting Stock" means shares of the 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.

         11. EXERCISE OF OPTIONS. Each Option shall be exercised by the delivery
of written notice to the Committee setting forth the number of shares of Stock
with respect to which the Option is to be exercised, together with: (a) cash,
certified check, bank draft, or postal or express money order payable to the
order of the Company for an amount equal to the option price of the shares, (b)
Mature Shares at their Fair Market Value on the date of exercise, (c) payment to
the Company, through a broker-assisted exercise that is approved by the
Committee, for an amount equal to the option price of the shares, (d) any
combination of (a), (b), or (c), and/or (e) any other form of payment which is
acceptable to the Committee, and specifying the address to which the
certificates for the shares are to be mailed.

             As promptly as practicable after receipt of written notification
and payment, the Company shall deliver to the Eligible Director certificates for
the number of shares with respect to which the Option has been exercised, issued
in the Eligible Director's name.

             Whenever an Option is exercised by exchanging Mature Shares owned
by the Optionee, the Optionee shall deliver to the Company certificates
registered in the name of the Optionee representing a number of Mature Shares
legally and beneficially owned by the Optionee, free of all liens, claims, and
encumbrances of every kind, accompanied by stock powers duly endorsed in blank
by the record holder of the shares represented by the certificates, (with
signature guaranteed by a commercial bank or trust company or by a brokerage
firm having a membership on a registered national stock exchange). The delivery
of certificates upon the exercise of Options is subject to the condition that
the person exercising the Option provide the Company with the information the
Company might reasonably request pertaining to exercise, sale or other
disposition.

             If Mature Shares are used in payment, the aggregate Fair Market
Value of the Mature Shares tendered must be equal to or less than the aggregate
exercise price of the shares being purchased upon exercise of the Option, and
any difference must be paid by cash, certified check, bank draft, or postal or
express money order payable to the order of the Company.


40033125.1
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Delivery of the shares shall be deemed effected for all purposes when a stock
transfer agent of the Company shall have deposited the certificates in the
United States mail, addressed to the Eligible Director, at the address specified
by the Eligible Director.

             Notwithstanding any other provision of the Plan, the Committee
shall have the authority to cause an Optionee to utilize a different method of
exercise if the method selected by the Optionee could result in adverse
accounting treatment for the Company.

             "Mature Shares" means shares of Stock that have been legally and
beneficially owned by the Optionee for at least six months.

         12. NON-TRANSFERABILITY OF OPTIONS. Options shall not be transferable
by the Optionee other than by will or under the laws of descent and
distribution, and shall be exercisable, during the Optionee's lifetime, only by
him. Notwithstanding any provision in this Plan to the contrary, an Eligible
Director may transfer an Option to an Immediate Family Member or an entity
controlled by an Eligible Director or an Immediate Family Member, provided,
however, no further transfer shall be made except by operation of law or a
transfer back to such Eligible Director or such other transfer which may be
approved by the Board. For this purpose, "Immediate Family Member" means an
Eligible Director's children, grandchildren or spouse, or a trust for the
benefit of such Immediate Family Members.

         13. TERMINATION OF DIRECTORSHIP OF OPTIONEE. If, before the date of
expiration of the Option, the Optionee shall cease to be a director of the
Company, the Option shall terminate on the earlier of the date of expiration or
90 days after the date of ceasing to serve as a director. In this event, the
Optionee shall have the right, prior to the termination of the Option, to
exercise the Option if he was entitled to exercise immediately prior to ceasing
to serve as a director.

         Upon the death or disability of the Optionee while serving as a
director, his options shall become fully vested and, in the case of death his
executors, administrators, or any person or persons to whom his Option may be
transferred by will or by the laws of descent and distribution, shall have the
right, at any time prior to the earlier of the date of expiration of the Option
or 12 months following the date of his death, to exercise the Option, in whole
or in part.

         14. REQUIREMENTS OF LAW. The Company shall not be required to sell or
issue any Stock under any Option if issuing that Stock would constitute or
result in a violation by the Optionee or the Company of any provision of any
law, statute, or regulation of any governmental authority. Specifically, in
connection with any applicable statute or regulation relating to the
registration of securities, upon exercise of any Option, the Company shall not
be required to issue any Stock unless the Company has received evidence
satisfactory to it to the effect that the holder of that Option will not
transfer the Stock except in accordance with applicable law, including receipt
of an opinion of counsel satisfactory to the Company to the effect that any
proposed transfer complies with applicable law. The determination by the Company
on this matter shall be final, binding and conclusive. The Company may, but
shall in no event be obligated to, register any Stock covered by this Plan
pursuant to applicable securities laws of any country or any political
subdivision. In the event the Stock issuable on exercise of an Option is not
registered, the Company may imprint on the certificate evidencing the Stock any
legend that counsel for the Company considers necessary or advisable to comply
with applicable law. The


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Company shall not be obligated to take any other affirmative action in order to
cause the exercise of an Option, or the issuance of shares under it, to comply
with any law or regulation of any governmental authority.

         15. NO RIGHTS AS STOCKHOLDER. No Optionee shall have any rights as a
stockholder with respect to Stock covered by any Option until the date a stock
certificate is issued for the Stock, and, except as otherwise provided in
Paragraph 17 hereof, no adjustment for dividends, or otherwise, shall be made if
the record date thereof is prior to the date of issuance of such certificate.

         16. NO OBLIGATION TO RETAIN OPTIONEE. The granting of any Option shall
not impose upon the Company or its stockholders any obligation to retain or
continue to retain any Optionee or nominate any Optionee for election to
continue in his capacity as a director of the Company. The right of the Company,
the Board of Directors, and the Stockholders to terminate the service of any
Optionee as a director shall not be diminished or affected by reason of the fact
that one or more Options have been or would be granted to him.

         17. CHANGES IN THE COMPANY'S CAPITAL STRUCTURE. The existence of
outstanding Options shall not affect in any way the right or power of the
Company or its stockholders to make or authorize any or all adjustments,
recapitalizations, reorganizations or other changes in the Company's capital
structure or its business, or any merger or consolidation of the Company, or any
issue of bonds, debentures, preferred or prior preference stock ahead of or
affecting the Stock or its rights, or the dissolution or liquidation of the
Company, or any sale or transfer of all or any part of its assets or business,
or any other corporate act or proceeding, whether of a similar character or
otherwise.

            If the Company shall effect a subdivision or consolidation of shares
or other capital readjustment, the payment of a stock dividend, or other
increase or reduction of the number of shares of the Stock outstanding, without
receiving compensation for it in money, services or property, then (a) the
number, class, and per share price of shares of Stock subject to outstanding
Options under this Plan shall be appropriately adjusted in such a manner as to
entitle an Optionee to receive upon exercise of an Option, for the same
aggregate cash consideration, the equivalent total number and class of shares he
would have received had he exercised his Option in full immediately prior to the
event requiring the adjustment; and (b) the number and class of shares of Stock
with respect to which Options may be granted under the Plan shall be adjusted by
substituting for the total number and class of shares of Stock then available
for grant, that number and class of shares of Stock that would have been
received by the owner of an equal number of outstanding shares of each class of
Stock as the result of the event requiring the adjustment.

            If while unexercised Options remain outstanding under the Plan (i)
the Company shall not be the surviving entity in any merger, consolidation or
other reorganization (or survives only as a subsidiary of an entity other than
an entity that was wholly-owned by the Company immediately prior to such merger,
consolidation or other reorganization), (ii) the Company sells, leases or
exchanges or agrees to sell, lease or exchange all or substantially all of its
assets to any other person or entity (other than an entity wholly-owned by the
Company), (iii) the Company is to be dissolved, or (iv) the Company is a party
to any other corporate transaction (as defined

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<PAGE>
under Section 424(a) of the Code and applicable Treasury Regulations) that is
not described in clauses (i), (ii) or (iii) of this sentence (each such event is
referred to herein as a "Corporate Change"), then (x) except as otherwise
provided in an Option Agreement or as a result of the Board's effectuation of
one or more of the alternatives described below, there shall be no acceleration
of the time at which any Option then outstanding may be exercised, and (y) no
later than ten (10) days after the approval by the stockholders of the Company
of such Corporate Change, the Board, acting in its sole and absolute discretion
without the consent or approval of any Optionee, shall act to effect one or more
of the following alternatives, which may vary among individual Optionees and
which may vary among Options held by any individual Optionee:

               (1) accelerate the time at which some or all of the Options then
         outstanding may be exercised so that such Options may be exercised in
         full for a limited period of time on or before a specified date (before
         or after such Corporate Change) fixed by the Board, after which
         specified date all such Options that remain unexercised and all rights
         of Optionees thereunder shall terminate,

               (2) require the mandatory surrender to the Company by all or
         selected Optionees of some or all of the then outstanding Options held
         by such Optionees (irrespective of whether such Options are then
         exercisable under the provisions of this Plan or the Option Agreements
         evidencing such Options) as of a date, before or after such Corporate
         Change, specified by the Board, in which event the Board shall
         thereupon cancel such Options and the Company shall pay to each such
         Optionee an amount of cash per share equal to the excess, if any, of
         the per share price offered to stockholders of the Company in
         connection with such Corporate Change over the exercise price(s) under
         such Options for such shares,

               (3) with respect to all or selected Optionees, have some or all
         of their then outstanding Options (whether vested or unvested) assumed
         or have a new Option substituted for some or all of their then
         outstanding Options (whether vested or unvested) by an entity which is
         a party to the transaction resulting in such Corporate Change and which
         is then employing him, or a parent or subsidiary of such entity,
         provided that (A) such assumption or substitution is on a basis where
         the excess of the aggregate fair market value of the shares subject to
         the Option immediately after the assumption or substitution over the
         aggregate exercise price of such shares is equal to the excess of the
         aggregate fair market value of all shares subject to the Option
         immediately before such assumption or substitution over the aggregate
         exercise price of such shares, and (B) the assumed rights under such
         existing Option or the substituted rights under such new Option as the
         case may be will have the same terms and conditions as the rights under
         the existing Option assumed or substituted for, as the case may be,

               (4) provide that the number and class of shares of Stock covered
         by an Option (whether vested or unvested) theretofore granted shall be
         adjusted so that such Option when exercised shall thereafter cover the
         number and class of shares of stock or other securities or property
         (including, without limitation, cash) to which the Optionee would have
         been entitled pursuant to the terms of the

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         agreement and/or plan relating to such Corporate Change if, immediately
         prior to such Corporate Change, the Optionee had been the holder of
         record of the number of shares of Stock then covered by such Option, or

               (5) make such adjustments to Options then outstanding as the
         Board deems appropriate to reflect such Corporate Change (provided,
         however, that the Board may determine in its sole and absolute
         discretion that no such adjustment is necessary).

         In effecting one or more of alternatives (3), (4) or (5) above, and
except as otherwise may be provided in an Option Agreement, the Board, in its
sole and absolute discretion and without the consent or approval of any
Optionee, may accelerate the time at which some or all Options then outstanding
may be exercised.

            In the event of changes in the outstanding Stock by reason of
recapitalizations, reorganizations, mergers, consolidations, combinations,
exchanges or other relevant changes in capitalization occurring after the date
of the grant of any Option and not otherwise provided for by this Section 4.5,
any outstanding Options and any agreements evidencing such Options shall be
subject to adjustment by the Board in its sole and absolute discretion as to the
number and price of shares of stock or other consideration subject to such
Options. In the event of any such change in the outstanding Stock, the aggregate
number of shares available under this Plan may be appropriately adjusted by the
Board, whose determination shall be conclusive.

            The issue by the Company of shares of stock of any class, or
securities convertible into shares of stock of any class, for cash or property,
or for labor or services either upon direct sale or upon the exercise of rights
or warrants to subscribe for them, or upon conversion of shares or obligations
of the Company convertible into shares or other securities, shall not affect,
and no adjustment by reason of such issuance shall be made with respect to, the
number, class, or price of shares of Stock then subject to outstanding Options.

         18. TERMINATION AND AMENDMENT OF PLAN.

         (a) The Board may amend, terminate or suspend the Plan at any time and
from time to time, in its sole and absolute discretion, in whole or in part;
provided, however, that any amendment which must be approved by the shareholders
of the Company in order to comply with applicable law or the rules of the
principal national securities exchange upon which the shares of Stock are traded
or quoted, shall not be effective unless and until such approval has been
obtained. Presentation of this Plan or any amendment hereof for shareholder
approval shall not be construed to limit the Company's authority to offer
similar or dissimilar benefits under other plans without shareholder approval.

         (b) The Board shall not, without the further approval of the
shareholders of the Company, authorize the amendment of any outstanding Option
to reduce the option price. Furthermore, no Option shall be canceled and
replaced with awards having a lower option price without further approval of the
shareholders of the Company. This Section is intended to prohibit the unlimited
repricing of "underwater" Options without the further approval of the

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shareholders of the Company and shall not be construed to prohibit the
adjustments provided for in Section 17 of this Plan.

         19. WRITTEN AGREEMENT. Each Option granted hereunder shall be embodied
in a written agreement, which shall be subject to the terms and conditions of
this Plan and shall be signed by the Optionee and by the Chairman of the Board,
the Vice Chairman, the President or any Vice President of the Company for and in
the name and on behalf of the Company.

         20. INDEMNIFICATION OF BOARD. With respect to administration of the
Plan, the Company shall indemnify each present and future member of the Board of
Directors against, and each member of the Board of Directors shall be entitled
without further act on his part to indemnity from the Company for, all expenses
(including the amount of judgments and the amount of approved settlements made
with a view to the curtailment of costs of litigation, other than amounts paid
to the Company itself) reasonably incurred by him in connection with or arising
out of any action, suit, or proceeding in which he may be involved by reason of
his being or having been a member of the Board of Directors, whether or not he
continues to be a member of the Board of Directors at the time of incurring the
expenses. However, this indemnity shall not include any expenses incurred by any
member of the Board of Directors (a) in respect of matters as to which he shall
be finally adjudged in any action, suit or proceeding to have been guilty of
gross negligence or willful misconduct in the performance of his duty as a
member of the Board of Directors, or (b) in respect of any matter in which any
settlement is effected, to an amount in excess of the amount approved by the
Company on the advice of its legal counsel. In addition, no right of
indemnification under this Plan shall be available to or enforceable by any
member of the Board of Directors unless, within 60 days after institution of any
action, suit or proceeding, he shall have offered the Company, in writing, the
opportunity to handle and defend same at its own expense. This right of
indemnification shall inure to the benefit of the heirs, executors or
administrators of each member of the Board of Directors and shall be in addition
to all other rights to which a member of the Board of Directors may be entitled
as a matter of law, contract, or otherwise.

         21. FORFEITURES. Notwithstanding any other provision of this Plan, if,
before or after termination of the Optionee's capacity as a director of the
Company, there is an adjudication by a court of competent jurisdiction that the
Optionee committed fraud, embezzlement, theft, commission of felony, or proven
dishonesty in the course of his advisory relationship to the Company and its
affiliates which conduct materially damaged the Company or its affiliates, or
disclosed trade secrets of the Company or its affiliates, then any outstanding
options which have not been exercised by Optionee shall be forfeited. In order
to provide the Company with an opportunity to enforce this Section, an Option
may not be exercised if a lawsuit alleging that an action described in the
preceding sentence has taken place until a final resolution of the lawsuit
favorable to the Optionee.

         22. GENDER. If the context requires, words of one gender when used in
this Plan shall include the others and words used in the singular or plural
shall include the other.

         23. HEADINGS. Headings are included for convenience of reference only
and do not constitute part of the Plan and shall not be used in construing the
terms of the Plan.

40033125.1
BINDVIEW NON-EMPLOYEE DIRECTOR OPTION PLAN
(AMENDED THROUGH 2/21/2002)                                               PAGE 9

<PAGE>

         24. GOVERNING LAW. The provisions of this Plan shall be construed,
administered, and governed under the laws of the State of Texas.



                                      # # #


40033125.1
BINDVIEW NON-EMPLOYEE DIRECTOR OPTION PLAN
(AMENDED THROUGH 2/21/2002)                                              PAGE 10