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                                                                   EXHIBIT 10.32


                               RETENTION AGREEMENT

This Retention Agreement (the "Agreement") is made and entered into this 8th day
of November, 2002 (the "Effective Date") by and between Novadigm, Inc., a
Delaware corporation with offices at One International Blvd., Mahwah, New Jersey
(the "Company"), and Robert B. Anderson ("Employee").

This Agreement will memorialize the understanding regarding Employee's continued
employment with Company. In order to induce Employee to remain an employee of
the Company, the parties agree as follows:

1.    Company will pay Employee the following consideration in the aggregate
      amount of $450,000 (the "Retention Consideration"), payable in
      installments as follows:

      -     a first installment of $250,000 payable on the date hereof;

      -     a second installment of $100,000 payable on January 1, 2003,
            provided that Employee has been continuously employed by the Company
            on a full-time basis through such date; and

      -     a third installment of $100,000 payable on April 1, 2003, provided
            that Employee has been continuously employed by the Company on a
            full-time basis through such date.

2.    To retain the full Retention Consideration, the Employee must be employed
      by Company through to and including a date which is three years (36
      months) from the Effective Date (the "Termination Date"), except as
      hereinafter provided.

3.    (a) In the event that, prior to October 1, 2005, Employee voluntarily
      terminates Employee's employment for any reason or the Company terminates
      Employee's employment for Reasonable Cause (as defined below), (a)
      Employee will not be entitled to any part of the Retention Consideration,
      and (b) Employee shall promptly repay to the Company the aggregate amount
      of all


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      installments of the Retention Consideration paid to Employee hereunder
      prior to the Termination Date (without interest thereon through the
      Termination Date). "Reasonable Cause," as used herein, shall mean (i) any
      act of personal dishonesty taken by the Employee in connection with
      Employee's responsibilities as an employee and intended to result in
      personal enrichment of the Employee, (ii) Employee's conviction of, or
      plea of nolo contendere to, a felony, (iii) a willful act by the Employee
      which constitutes gross misconduct and which is injurious to the Company,
      or (iv) following delivery to the Employee of a written demand for
      performance from the Company which describes the basis for the Company's
      belief that the Employee has not substantially performed Employee's
      duties, continued violations by the Employee of the Employee's obligations
      to the Company.

      (b) If the Employee's employment terminates as a result of Involuntary or
      Constructive Termination other than for Reasonable Cause, the Employee
      shall be entitled to retain the portion of the Retention Consideration
      already received and shall receive the balance of the Retention
      Consideration not yet paid to Employee within thirty (30) days of the
      effective date of Employee's termination. "Involuntary or Constructive
      Termination" shall mean (i) without the Employee's express written
      consent, the assignment to the Employee of any duties or the significant
      reduction of the Employee's duties, either of which is inconsistent with
      the Employee's position with the Company and responsibilities in effect
      immediately prior to such assignment, or the removal of the Employee from
      such position and responsibilities; (ii) without the Employee's express
      written consent, a substantial reduction, without good business reasons,
      of the facilities and perquisites available to the Employee immediately
      prior to such reduction; (iii) a reduction by the Company in the Base
      Compensation of the Employee as in effect immediately prior to such
      reduction; (iv) a material reduction by the Company in the kind or level
      of employee benefits to which the

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      Employee is entitled immediately prior to such reduction with the result
      that the Employee's overall benefits package is significantly reduced; (v)
      without the Employee's express written consent, any relocation of the
      Employee's job or office more than 40 miles from the Employee's then
      current job or office; (vi) any purported termination of the Employee by
      the Company which is not effected for the Disability or for Reasonable
      Cause, or any purported termination for which the grounds relied upon are
      not valid; or (vii) the failure of the Company to obtain the assumption of
      this Agreement by any successors contemplated in Section 7 below.

4.    If Employee fails to repay to the Company any amounts owed by Employee
      pursuant to this Agreement above within twenty (20) business days of the
      Termination Date, Employee shall, without notice or demand, (a) pay to the
      Company interest on such amounts at a rate of 1.82% per annum, compounded
      annually, from and after the Termination Date through the date of payment
      of such amounts to the Company, and (b) pay all costs of collection and
      enforcement incurred by the Company in connection therewith. Employee
      hereby authorizes the Company to withhold from Employee, and to offset
      against the amount repayable by Employee to Company, any salary, bonus,
      vacation pay, commissions or any other compensation earned by Employee but
      unpaid.

5.    The payments pursuant to Paragraph 1 above shall be subject to customary
      withholding taxes and such other employment taxes as are required under
      federal law or the law of any state or other governmental body to be
      collected with respect to compensation paid by a corporation to an
      employee.

6.    Notwithstanding anything to the contrary contained herein, Employee's
      at-will employment with the Company will continue under the same terms and
      conditions as are currently in place.

7.    This Agreement contains the entire agreement between the Company and
      Employee concerning the Retention Consideration and shall be binding upon,
      and inure to the benefit of, the successors and permitted assigns of the
      parties hereto. Neither party shall assign or transfer this agreement
      without the prior written consent of the other party. No modification of
      this letter agreement or waiver of the terms and conditions hereof will be
      binding upon either party, unless approved in writing by both of the
      parties. No delay of a party in exercising any right or remedy, nor any
      other course of conduct, shall operate as a waiver of such rights or
      remedies. This agreement shall be governed by the laws of the State of New
      Jersey, without regard to its conflicts of laws principles. This Agreement
      may be executed in two counterparts, each of which shall be deemed an
      original and both of which shall constitute one and the same instrument.



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IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day,
month and year first written above.

                                    NOVADIGM, INC.


                                    By:  /s/ Robert Rafferty
                                         ---------------------------------
                                         Robert Rafferty
                                         Vice President--Human Resources

                                         /s/ Robert B. Anderson
                                         ---------------------------------
                                         Robert B. Anderson