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                                                                   EXHIBIT 10.46



December 31, 2002

PERSONAL AND CONFIDENTIAL

Mr. David S. Flame
3223 Nottingham
Houston, TX 77005

Dear David:

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

This offer shall be null and void if not executed and returned to BindView prior
to January 3, 2003.

Your effective hire date will be December 31, 2002.

Your beginning base salary will be $14,583.34 per month (equating to an
annualized base salary of $175,000). In addition and subject to your achieving
mutually agreed upon target revenue and profitability goals, you will also be
eligible to receive commissions for total on target earnings of $400,000 per
year.

Provided you remain with the company, you will be guaranteed commissions of
$14,062.50 per month for your first four (4) months of employment. If you should
you terminate your employment for any reason within the first six (6) months
following your effective date, you will be required to repay any amounts
received as part of such guaranteed commissions in full.

Subject to the approval of BindView's Board of Directors, you will be eligible
to receive a stock option grant exercisable for 200,000 shares of the Company's
Common Stock under the BindView Omnibus Incentive Plan, or such other plan that
may be in effect at the time of the Board's approval of your stock option grant.

Your options will vest in accordance with the terms of your option agreement and
will have an exercise price equal to the fair market value per share of BindView
Common Stock (as defined in the applicable option plan) on the date the option
is approved by the Company's Board of Directors. The date of such approval is
expected to be on or about the 5th trading day of the month following your
effective hire date.

Subject to eligibility guidelines, you may participate in the Company-sponsored
401(k) Plan and Employee Stock Purchase Plan. In accordance with Company policy,
you will be eligible to enroll in each plan at the next scheduled entrance date
following your effective hire date.


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David S. Flame
December 31, 2002
Page 2 of 2


Subject to eligibility guidelines and Company policy, insurance and benefits
coverage (as described in the New Hire Packet) will be available to you.
Currently, these benefits include medical and dental insurance, vision, life,
accidental death and dismemberment and short and long term disability. Your
portion of the cost of benefit coverage will be that component paid by similarly
situated employees, and may change from time to time.

These benefits and others for which you may be eligible will be explained to you
in detail at an enrollment session, which you will be invited to attend shortly
after beginning your employment.

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

         o  Executive Employment Agreement, which includes among other things a
            non-competition covenant and provisions governing severance

         o  Change of Control Agreement

         o  Insider Trading Policy

         o  Receipt and acknowledgement of the Company's Employee Manual

         o  Stock Option Agreement

Please contact Julie Dalton at 713-561-4207 if you have any questions.

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

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

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

Sincerely,



Eric Pulaski
Chairman of the Board, President and CEO
BindView Corporation

AGREED AND ACCEPTED:


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David S. Flame                                          Date