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                                                                  EXHIBIT 10.52

                                                EXECUTIVE: ____________________

                              BINDVIEW CORPORATION
                           FIRST AMENDED AND RESTATED
                         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 executed by the
Executive as written on the signature page ("EFFECTIVE DATE"). This Agreement
amends, restates, and therefore supersedes the First Amended and Restated
Executive Employment Agreement between the parties dated as of ___________, but
without a break in the Executive's Employment with the Company.

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
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       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 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

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              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.

       (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;
       or (iv) 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. No
       combination of information will be deemed to be within any of the four
       exceptions (i) through (iv) 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 shall mean 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

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       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.

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.

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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
       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
       entity, 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.

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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.

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. Without
              limiting the previous sentence, it is expressly understood and
              agreed that the Executive's engaging in the "Non-Interfering
              Activities," if any, listed in Schedule 1 (or the conduct of
              activities similar in nature and scope thereto) will not be
              deemed to interfere with the performance of the Executive's
              responsibilities to the Company.

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.

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       (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) 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

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       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 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

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       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.

       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 one (1) times the highest 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
              of 12 months after the Termination Date;

       (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
              until the 12-month anniversary of the Termination Date.

       (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), 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

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              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 6.2, 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.

                                                                        PAGE 10
<PAGE>
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 as required in
       the course of the Employment.

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.

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

                                                                        PAGE 11
<PAGE>
       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 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.

                                                                        PAGE 12
<PAGE>
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 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

                                                                        PAGE 13
<PAGE>
       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 the
       Executive to enforce the Executive's rights hereunder and the Executive
       will be relieved of all obligations under Section 10 (noncompetition).

                                                                        PAGE 14
<PAGE>
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.

                            (Signature page follows)

                                                                        PAGE 15
<PAGE>
-------------------------------------------------------------------------------
                                   SCHEDULE 1
-------------------------------------------------------------------------------
Effective Date
-------------------------------------------------------------------------------
Office
-------------------------------------------------------------------------------
Position
-------------------------------------------------------------------------------
Base Salary
-------------------------------------------------------------------------------
Bonus Potential At Target
-------------------------------------------------------------------------------
Minimum annual vacation
-------------------------------------------------------------------------------
Specific benefits
-------------------------------------------------------------------------------
Non-Interfering Activities
-------------------------------------------------------------------------------

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 the
Effective Date.

BINDVIEW CORPORATION, BY:                    EXECUTIVE


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

                                                                        PAGE 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

                                                                        PAGE 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


                                                                        PAGE 18