EXHIBIT (a)(1)

BINDVIEW DEVELOPMENT CORPORATION

OFFER TO RESCIND THE EXCHANGE OF CERTAIN OUTSTANDING OPTIONS FOR NEW OPTIONS

THE RESCISSION OFFER AND WITHDRAWAL RIGHTS EXPIRE

AT 5:00 P.M., CENTRAL TIME, ON JUNE 27, 2003,

UNLESS THE RESCISSION OFFER IS EXTENDED.

BindView Development Corporation ("BindView") is offering those
employees of BindView and our subsidiaries who previously accepted the
opportunity to exchange certain outstanding stock options (the "Qualifying Old
Options") to purchase shares of our common stock which were granted to them
under the following stock option plans:

(1) BindView Development Corporation 1997 Incentive Plan;

(2) BindView Development Corporation Stock Option Plan;

(3) BindView Development Corporation Incentive Stock Option Plan;

(4) BindView Development Corporation 1998 Omnibus Incentive Plan;

(5) BindView Development Corporation 2000 Indian Stock Option Plan (the
"2000 Indian Plan"); and

(6) BindView Development Corporation 2000 Employee Incentive Plan (the
"2000 Plan");

(individually, a "Plan" and collectively, the "Plans"), for new option grants
to purchase shares of our common stock ("New Options") that we will grant under
the 2000 Plan, or for certain employees residing outside of the United States,
under the 2000 Indian Plan. The terms and conditions of the exchange were set
forth in the Stock Option Exchange Offer dated 3 December 2002 (the "Exchange
Offer").

If you are an employee located outside the United States, you should
review the addendum, if any, applicable to your country of residence. Special
terms and tax considerations may apply to eligible employees outside the United
States.

We are making this rescission offer to our eligible employees upon the
terms and subject to the conditions set forth in this Offer to Rescind the
Exchange of Certain Outstanding Options for New Options (the "Rescission Offer
Document") and in the related Notice to Withdraw From the Exchange Offer form
(the "Notice to Withdraw" or "Notice of Withdrawal form", and together with
this Rescission Offer Document, as they may be amended or supplemented from
time to time, the "Rescission Offer").

You are not required to accept the Rescission Offer, and withdrawal
from the exchange is entirely voluntary. If you choose to accept the Rescission
Offer, then BindView will return all of your Qualifying Old Options, and you
must return the entire outstanding portion of each option grant you previously
received in exchange for the corresponding Qualifying Old Options, if any,
together with a properly completed Notice to Withdraw to BindView on or before
5:00 PM, Houston time, on June 27, 2003 (the "Rescission Offer Expiration
Date").

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IF YOU DO NOT ACCEPT THE RESCISSION OFFER, YOU DO NOT NEED TO TAKE ANY
ACTION, YOUR NEW OPTIONS WILL BE GRANTED AS PROVIDED IN THE EXCHANGE OFFER.

The Rescission Offer is subject to the conditions described in Section
6 of this Rescission Offer Document. The Rescission Offer is not conditioned
upon a minimum number of option exchanges being withdrawn.

Eligible Employees. The eligible employees for purposes of this
Rescission Offer are limited to all those current employees of BindView or our
subsidiaries that elected to exchange (the "Exchange") their Qualifying Old
Options for New Options pursuant to the Exchange Offer. Special terms and tax
considerations may apply to eligible employees outside the United States. If
you are an employee located outside the United States, you should obtain
counsel from your financial or tax advisor.

The information below is provided for your convenience. It does not
change any of the terms of the Exchange Offer.

Exchange Ratios for New Options. If you do not accept this Rescission
Offer, then pursuant to the Exchange Offer, the number of shares that will be
subject to each New Option is set forth in the following table, where the
Exchange Ratio is the ratio of the number of new Options to be issued to the
number of Qualifying Old Options to be surrendered:

Exercise Price of Qualifying Old Options Exchange Ratio
---------------------------------------- ------------------------------------------

$3.00 to $4.99 2 New Options for 3 Qualifying Old Options
$5.00 to $8.99 1 New Option for 2 Qualifying Old Options
$9.00 and above 1 New Option for 3 Qualifying Old Options

The New Options will be granted under, and will be subject to, the terms and
conditions of the 2000 Plan, or for certain employees residing outside of the
United States, under the 2000 Indian Plan. The exercise price of a New Option
will be equal to the fair market value of a share of BindView common stock, as
defined in the Plan, on the New Option Grant Date. No New Options will be
granted for fractional shares.

The number of shares subject to each New Option will be proportionately
adjusted for any stock splits, stock dividends and recapitalizations with
respect to shares of our common stock occurring after the Rescission Offer
Expiration Date.

New Option Grant Date and Exercise Price. IF YOU DO NOT ACCEPT THE
RESCISSION OFFER, THE NEW OPTIONS WILL BE GRANTED ON OR SHORTLY AFTER (BUT NOT
LATER THAN 30 DAYS AFTER) THE FIRST TRADING DAY (THE "NEW OPTION GRANT DATE")
THAT IS AFTER THE RESCISSION OFFER EXPIRATION DATE (EXCEPT IN CERTAIN COUNTRIES
WHICH MAY REQUIRE A DELAYED GRANT DATE). The exercise price of the New Options
will be equal to the closing sale price of our common stock on the Nasdaq
National Market (or such other market on which the shares are principally
traded or quoted) on the New Option Grant Date, provided that certain countries
may require a higher exercise price. If you are an employee located outside the
United States, you should obtain counsel from your financial or tax advisor.

Vesting Schedule for New Options. Each New Option issued in the
Exchange will vest with respect to (1) 25 percent of the option shares
immediately upon issuance, and (2) the remaining option shares in equal
installments every three months of service thereafter over the following three
years, so that they will be 100 percent vested on the third anniversary of the
New Option Grant Date.

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Other Terms and Conditions of New Options. The New Options will have a
new ten year term (subject to earlier termination upon cessation of service),
except for certain countries where the term may be different. If you are an
employee located outside the United States, you should obtain counsel from your
financial or tax advisor.

Additional Information Regarding the Offer.
------------------------------------------

All Qualifying Old Options returned for exchange pursuant to the
Exchange Offer and not withdrawn by you pursuant to the Rescission Offer will
be cancelled. Any Qualifying Old Option that you did not return for exchange or
that is withdrawn by you from the Exchange pursuant to the Rescission Offer
will remain outstanding and you will continue to hold such option in accordance
with its terms.

As of May 20, 2003, Qualifying Old Options to purchase 999,883 shares
of our common stock had been surrendered, and New Options to purchase a total
of 342,508 shares of our common stock are scheduled to be issued pursuant to
the Exchange Offer.

ALTHOUGH OUR BOARD OF DIRECTORS HAS APPROVED THIS RESCISSION OFFER,
NEITHER WE NOR OUR BOARD OF DIRECTORS MAKES ANY RECOMMENDATION AS TO WHETHER
YOU SHOULD WITHDRAW YOUR QUALIFYING OLD OPTIONS FROM THE EXCHANGE OR REFRAIN
FROM WITHDRAWING YOUR QUALIFYING OLD OPTIONS FROM THE EXCHANGE. THE RESCISSION
OFFER IS ENTIRELY VOLUNTARY AND YOU MUST MAKE YOUR OWN DECISION WHETHER TO
WITHDRAW FROM THE EXCHANGE YOUR QUALIFYING OLD OPTIONS, TAKING INTO ACCOUNT
YOUR CIRCUMSTANCES AND PREFERENCES. MEMBERS OF OUR BOARD OF DIRECTORS AND OUR
EXECUTIVE OFFICERS ARE NOT ELIGIBLE TO PARTICIPATE IN THE EXCHANGE.

Shares of our common stock are quoted on the Nasdaq National Market
under the symbol "BVEW." On May 20, 2003 the closing sale price of our common
stock on the Nasdaq National Market was $1.12 per share. THE NEW OPTIONS WILL
NOT BE GRANTED UNTIL A DATE THAT IS ON OR SHORTLY AFTER (BUT NOT LATER THAN 30
DAYS AFTER) THE FIRST TRADING DAY THAT IS AFTER THE RESCISSION OFFER EXPIRATION
DATE (EXCEPT IN CERTAIN COUNTRIES WHICH MAY REQUIRE A DELAYED GRANT DATE). The
exercise price per share of the New Options will be the closing sale price of
our common stock as reported on the Nasdaq National Market (or such other
market on which our shares are principally traded or quoted) on the date of
grant, provided that certain countries may require a higher exercise price. If
you are an employee located outside the United States, you should obtain
counsel from your financial or tax advisor. The exercise price of your New
Options may be higher or lower than the current price of our common stock, and
may be higher or lower than the exercise price per share of any returned option
grants. OVER THE PAST TWO YEARS THE MARKET PRICE OF OUR COMMON STOCK HAS
DECLINED SUBSTANTIALLY AND HAS BEEN SUBJECT TO HIGH VOLATILITY. OUR COMMON
STOCK MAY TRADE AT PRICES BELOW THE EXERCISE PRICE PER SHARE OF THE NEW
OPTIONS. DEPENDING ON THE EXERCISE PRICE OF YOUR RETURNED OPTIONS AND OTHER
FACTORS, IT IS POSSIBLE THAT THE NEW OPTIONS MAY BE LESS VALUABLE THAN THE
QUALIFYING OLD OPTIONS YOU PREVIOUSLY RETURNED FOR EXCHANGE. WE RECOMMEND THAT
YOU OBTAIN CURRENT MARKET QUOTATIONS FOR OUR COMMON STOCK BEFORE DECIDING
WHETHER TO PARTICIPATE IN THE RESCISSION OFFER. AT THE SAME TIME, YOU SHOULD
CONSIDER THAT THE CURRENT MARKET PRICE OF OUR COMMON STOCK MAY PROVIDE LITTLE
OR NO BASIS FOR PREDICTING WHAT THE MARKET PRICE OF OUR COMMON STOCK WILL BE ON
THE GRANT DATE OF THE NEW OPTIONS OR AT ANY TIME IN THE FUTURE. YOU SHOULD
CAREFULLY CONSIDER THESE UNCERTAINTIES BEFORE DECIDING WHETHER TO PARTICIPATE
IN THE RESCISSION OFFER.

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For additional information or assistance, you can send your questions
via email to OptionExchangeQuestions@bindview.com. This email address cannot be
used to accept this Rescission Offer.

To ensure that all eligible employees are receiving all pertinent
information regarding this Rescission Offer, we may answer questions of general
interest which are received by us at OptionExchangeQuestions@bindview.com by
posting the answers on BindView's internal web site.

WE HAVE NOT AUTHORIZED ANYONE TO GIVE YOU ANY INFORMATION OR TO MAKE
ANY REPRESENTATION IN CONNECTION WITH THIS RESCISSION OFFER OTHER THAN THE
INFORMATION AND REPRESENTATIONS CONTAINED IN THIS DOCUMENT, IN THE RELATED
NOTICE TO WITHDRAW, OR AS OTHERWISE PROVIDED IN THIS DOCUMENT. IF ANYONE MAKES
ANY REPRESENTATION OR GIVES YOU ANY INFORMATION THAT IS DIFFERENT FROM THE
REPRESENTATIONS AND INFORMATION CONTAINED HEREIN OR IN THE NOTICE TO WITHDRAW,
YOU MUST NOT RELY UPON THAT REPRESENTATION OR INFORMATION AS HAVING BEEN
AUTHORIZED BY US. WE HAVE NOT AUTHORIZED ANY PERSON TO MAKE ANY RECOMMENDATION
ON OUR BEHALF AS TO WHETHER YOU SHOULD WITHDRAW ANY OF YOUR OPTION GRANTS FROM
THE EXCHANGE PURSUANT TO THE RESCISSION OFFER. IF ANYONE MAKES ANY
RECOMMENDATION TO YOU, YOU MUST NOT RELY UPON THAT RECOMMENDATION AS HAVING
BEEN AUTHORIZED BY US. YOU SHOULD RELY ONLY ON THE REPRESENTATIONS AND
INFORMATION CONTAINED IN THIS DOCUMENT OR TO WHICH WE HAVE REFERRED YOU.

If you wish to accept this Rescission Offer and wish to withdraw one
or more of your option grants from the Exchange, you must complete and sign the
Notice to Withdraw and mail your signed Notice to Withdraw form and any other
required documents to us at BindView Development Corporation, 25th Floor
reception desk, 5151 San Felipe, Suite 2500, Houston, Texas 77056 or by
facsimile to (713) 561-1376, Attn: Kelly Gillespie. We are requiring that all
hard copy Notice to Withdraw forms be physically received via mail or fax by
5:00 p.m. Central Time on the Rescission Offer Expiration Date, currently
expected to be June 27, 2003 unless we extend it.

We are not making this Rescission Offer to, nor will we accept any
submission for exchange of option grants from or on behalf of, option holders
in any jurisdiction in which this Rescission Offer, the Exchange or the
acceptance of any exchange of option grants would not be in compliance with the
laws of such jurisdiction. However, we may, at our discretion, take any actions
necessary for us to make this Rescission Offer, the Exchange and the grant of
New Options to option holders in compliance with the laws of any such
jurisdiction.

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TABLE OF CONTENTS
PAGE

SUMMARY TERM SHEET...........................................................3

THE RESCISSION OFFER........................................................13

1. EXCHANGE WITHDRAWAL; RESCISSION OFFER EXPIRATION DATE..........13

2. PURPOSE OF THE EXCHANGE OFFER..................................14

3. STATUS OF QUALIFYING OLD OPTIONS NOT EXCHANGED.................15

4. WITHDRAWAL RIGHTS..............................................15

5. ACCEPTANCE OF OPTIONS FOR EXCHANGE AND ISSUANCE OF NEW OPTIONS.16

6. CONDITIONS OF THE RESCISSION OFFER.............................19

7. PRICE RANGE OF COMMON STOCK UNDERLYING THE OPTIONS.............20

8. SOURCE AND AMOUNT OF CONSIDERATION; TERMS OF NEW OPTIONS.......21

9. NEW OPTIONS WILL DIFFER FROM QUALIFYING OLD OPTIONS............24

10. INFORMATION CONCERNING BINDVIEW................................24

11. INTERESTS OF DIRECTORS AND OFFICERS; TRANSACTIONS AND
ARRANGEMENTS CONCERNING THE OPTIONS............................25

12. STATUS OF OPTIONS ACQUIRED BY US IN THE RESCISSION OFFER;
ACCOUNTING CONSEQUENCES OF THE RESCISSION OFFER................27

13. LEGAL MATTERS; REGULATORY APPROVALS............................27

14. MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES..................27

15. EXTENSION OF RESCISSION OFFER; TERMINATION; AMENDMENT..........28

16. FEES AND EXPENSES..............................................29

17. ADDITIONAL INFORMATION.........................................29

18. MISCELLANEOUS..................................................30

INDEX TO SUMMARY TERM SHEET

1. Why is BindView making this Rescission Offer?.............................3

2. Why did BindView make the Exchange Offer?.................................3

3. What securities are subject to the Exchange?..............................3

4. Who is eligible to participate in this Rescission Offer?..................4

5. How do I accept the Rescission Offer and withdraw my options from
the Exchange?.............................................................4

6. Are employees located outside the United States eligible to participate
in this Rescission Offer and the Exchange Offer?..........................4

7. With respect to each of my Qualifying Old Options, do I have to withdraw
all of the Qualifying Old Options that I Exchanged or may I decide to
withdraw the Exchange of only a portion of the Qualifying Old Options
that I exchanged?.........................................................4

8. Must I myself make the decision to withdraw my option grants from the
Exchange?.................................................................5

9. If I do not accept this Rescission Offer, how many New Options will I
receive in exchange for my returned Qualifying Old Options?...............5

10. How did BindView determine the number of shares to be subject to New
Options issuable in exchange for Qualifying Old Options?..................5

11. What happens if I do not accept this Rescission Offer?....................6

12. Must I remain an employee of BindView to get New Options?.................6

13. What if I participated in the Exchange Offer but I am not an employee
of BindView when the New Options are granted?.............................6

14. What happens if after the expiration date of the Rescission Offer I
leave BindView or am terminated as an employee?...........................6

15. Will my employment, job status, title or future opportunities be
impacted by my decision to accept or not accept this Rescission Offer?....7

16. When will I receive my New Options?.......................................7

17. What will be the exercise price of the New Options?.......................7

18. Will any of the New Options issued to me have a different vesting
schedule than the Qualifying Old Options?.................................8

19. Why did BindView change its vesting schedule?.............................8

20. Does the vesting schedule change for Qualifying Old Options I do not
exchange?.................................................................8

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21. Will the New Options be different from my Qualifying Old Options?.........8

22. What happens if BindView merges into or is acquired by another company?...9

23. Will I have to pay taxes if I do not accept this Rescission Offer and
exchange my options in the Exchange Offer?................................9

24. Will my New Options be incentive stock options or non-statutory
stock options?...........................................................10

25. If I have incentive stock options, what happens if I elect to accept
this Rescission Offer?...................................................10

26. If I have incentive stock options, what happens if I do not elect to
accept this Rescission Offer?............................................10

27. When does this Rescission Offer expire? Can this Rescission Offer be
extended, and if so, how will I be notified if it is extended?...........10

28. During what period of time may I withdraw previously returned
Qualifying Old Options?..................................................10

29. What does BindView think of this Rescission Offer?.......................11

30. What are some of the key dates to remember?..............................11

31. What would be the effect of a reverse stock split of BindView's
Common Stock?............................................................11

32. Who can I talk to if I have questions about this Rescission Offer?.......11

33. Where can I find more information about BindView in general?.............11

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SUMMARY TERM SHEET

The following are answers to some of the questions that you may have
about this Rescission Offer. We urge you to carefully read the remainder of
this Rescission Offer Document and the accompanying Notice to Withdraw because
the information in this summary and in the introductory pages preceding this
summary is not complete and may not contain all of the information that is
important to you. Additional important information is contained in the
remainder of this Rescission Offer Document and the Notice to Withdraw. We have
included page references to the relevant sections of this Rescission Offer
Document where you can find a more complete description of the topics in this
summary.

Explanations of the following key terms may be found in the referenced
question located on the referenced page number:

Qualifying Old Option: See Question 3 on page 3

Grant Date of the New Options: See Question 16 on page 7

New Option: See Question 2 beginning on page 3 and Question 9
beginning on page 5

1. WHY IS BINDVIEW MAKING THIS RESCISSION OFFER?

BindView has determined that in order to comply with the position of
the Division of Corporation Finance of the Securities and Exchange Commission
("SEC") that compensatory exchange offers such as the Exchange Offer may be
subject to the issuer tender offer rules, it will conduct a rescission offer to
each holder of a Qualifying Old Option who elected to exchange Qualifying Old
Options for a New Option in the Exchange by filing a Schedule TO with the SEC
and distributing the disclosure required by the schedule to those holders and
allowing them to withdraw their Qualifying Old Options previously returned to
BindView pursuant to the Exchange at any time during the period from May 30,
2003 and the Rescission Offer Expiration Date, June 27, 2003.

2. WHY DID BINDVIEW MAKE THE EXCHANGE OFFER?

Many of our outstanding option grants, whether or not they are
currently exercisable, have exercise prices that are significantly higher than
the current market price of our common stock. For this reason, we believe these
option grants may not effectively retain and motivate our employees, and are
unlikely to be exercised in the near future. By making the offer to exchange
certain outstanding option grants for New Options that will have an exercise
price equal to the market value of our common stock on the grant date, we
intend to provide our employees with the benefit of holding option grants that
over time may have a greater potential to increase in value, and thereby create
better incentives for our employees to remain with us and contribute to the
attainment of our business and financial objectives and the creation of value
for all of our shareholders. (Page 14)

3. WHAT SECURITIES ARE SUBJECT TO THE TO EXCHANGE?

Qualifying Old Options will be exchanged for New Options. Qualifying
Old Options are stock option grants held by current employees (excluding those
who have received a written notification of their termination) that are
outstanding under any Plan that have an exercise price of greater than $3.00
per share.

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4. WHO IS ELIGIBLE TO PARTICIPATE IN THIS RESCISSION OFFER?

Current employees of BindView and its subsidiaries (excluding those
who have received a written notification of their termination, such employees
will have their options automatically withdrawn from the Exchange), are
eligible to participate in this Rescission Offer to the extent they accepted
the Exchange Offer. Members of our board of directors and our executive
officers are not eligible to participate in the Exchange Offer. (Page 13)

5. HOW DO I ACCEPT THE RESCISSION OFFER AND WITHDRAW MY OPTIONS FROM THE
EXCHANGE?

If you wish to accept this Rescission Offer and wish to withdraw one
or more of your Qualifying Old Options from the Exchange, you must complete and
sign the Notice to Withdraw and mail your signed Notice to Withdraw form and
any other required documents to us at BindView Development Corporation, 25th
Floor reception desk, 5151 San Felipe, Suite 2500, Houston, Texas 77056 or by
facsimile to (713) 561-1376, Attn: Kelly Gillespie. We are requiring that all
hard copy Notice to Withdraw forms be physically received via mail or fax by
5:00 p.m. Central Time on the Rescission Offer Expiration Date, currently
expected to be June 27, 2003 unless we extend it.

6. ARE EMPLOYEES LOCATED OUTSIDE THE UNITED STATES ELIGIBLE TO
PARTICIPATE IN THIS RESCISSION OFFER AND THE EXCHANGE OFFER?

Yes. Current employees (excluding those who have received a written
notification of their termination, such employees will have their options
automatically withdrawn from the Exchange), including employees located outside
the United States, holding Qualifying Old Options may participate in both this
Rescission Offer and the Exchange Offer. Special considerations may apply to
employees located outside the United States and, accordingly, New Options
issued to non-U.S. employees may be subject to different terms and conditions
(including, without limitation, grant date, exercise price, exercise date,
method of exercise, option term and certain additional tax payments or
elections) than those granted to persons employed in the U.S. In some
countries, the application of local rules may have important consequences to
employees resident in those countries. We have distributed with this Rescission
Offer addendum describing some of these different terms and conditions and
certain of these consequences with respect to certain countries where our
non-U.S. employees are located. If you are an employee located outside the
United States, you should review the addendum and consult your individual tax,
legal and investment advisors before deciding whether to accept this Rescission
Offer.
(Page16)

7. WITH RESPECT TO EACH OF MY QUALIFYING OLD OPTIONS, DO I HAVE TO
WITHDRAW ALL OF THE QUALIFYING OLD OPTIONS THAT I EXCHANGED OR MAY I
DECIDE TO WITHDRAW THE EXCHANGE OF ONLY A PORTION OF THE QUALIFYING
OLD OPTIONS THAT I EXCHANGED?

You may choose to withdraw from the Exchange one Qualifying Old Option
in its entirety and not withdraw from the Exchange another Qualifying Old
Option. However, you may not withdraw from the Exchange less than all of a
particular Qualifying Old Option.

For example, if you returned for exchange two separate Qualifying Old
Options, you may choose to withdraw or return for exchange neither option
grant, both option grants or one option grant. However, if you wish to withdraw
a particular Qualifying Old Option, you may not withdraw anything less than
that entire Qualifying Old Option.

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If you returned for exchange a Qualifying Old Option that was divided
into an incentive stock option and a non-statutory option (sometimes referred
to as a "Non-Qualified Stock Option" or "Non-Statutory Stock Option") because
of the rules limiting the amount of incentive stock options you could receive,
we treat these as a single Qualifying Old Option and you may only choose to
withdraw both Qualifying Old Options or neither one.

This Rescission Offer is entirely voluntary and you are not required
to participate. (Page 18)

8. MUST I MYSELF MAKE THE DECISION TO WITHDRAW MY OPTION GRANTS FROM THE
EXCHANGE?

Yes. Your Qualifying Old Options were granted to you and only you have
the right to accept this Rescission Offer as to any of your Qualifying Old
Options that you elected to return pursuant to the Exchange Offer. You cannot
be forced to withdraw your option grants. This is a voluntary program and you
must personally decide whether or not to withdraw your options from the
Exchange. If you do nothing, the Qualifying Old Options that you elected to
return pursuant to the Exchange Offer will not be withdrawn and they will be
exchanged pursuant to the Exchange Offer.

9. IF I DO NOT ACCEPT THIS RESCISSION OFFER, HOW MANY NEW OPTIONS WILL I
RECEIVE IN EXCHANGE FOR MY RETURNED QUALIFYING OLD OPTIONS?

It depends. If you do not accept this Rescission Offer, then pursuant to the
Exchange Offer, the number of shares that will be subject to each New Option is
set forth in the following table, where the Exchange Ratio is the ratio of the
number of new Options to be issued to the number of Qualifying Old Options to
be surrendered:

Exercise Price of Qualifying Old Options Exchange Ratio
- ---------------------------------------- --------------------------------------------

$3.00 to $4.99 2 New Options for 3 Qualifying Old Options
$5.00 to $8.99 1 New Option for 2 Qualifying Old Options
$9.00 and above 1 New Option for 3 Qualifying Old Options

10. HOW DID BINDVIEW DETERMINE THE NUMBER OF SHARES TO BE SUBJECT TO
NEW OPTIONS ISSUABLE IN EXCHANGE FOR QUALIFYING OLD OPTIONS?

BindView determined the conversion ratios set forth in the answer to
Question 9 above after considering such factors as: the number of optioned
shares that were outstanding in various ranges of exercise price; the ratio of
optioned shares to the total number of issued and outstanding shares;
historical data about the price of our common stock; recent trends in our stock
price; and other aspects of our overall employee-compensation policies.

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11. WHAT HAPPENS IF I DO NOT ACCEPT THIS RESCISSION OFFER?

Nothing. All Qualifying Old Options that you chose to return for
exchange will be exchanged for a New Option to be granted on the New Option
Grant Date.

12. MUST I REMAIN AN EMPLOYEE OF BINDVIEW TO GET NEW OPTIONS?

Yes. To receive a New Option, you must remain an employee of BindView
or one of our subsidiaries continuously through the date we issue the New
Options. As discussed below, the New Options will be issued on or shortly after
(but no later than 30 days after) the first trading day that is after the
Rescission Offer Expiration Date.

IF YOU DO NOT REMAIN AN EMPLOYEE OF BINDVIEW OR ONE OF OUR
SUBSIDIARIES CONTINUOUSLY FROM THE DATE YOU RETURNED YOUR QUALIFYING OLD
OPTIONS FOR EXCHANGE THROUGH THE DATE YOUR NEW OPTIONS ARE ISSUABLE, YOU WILL
NOT RECEIVE ANY NEW OPTIONS OR ANY OTHER PAYMENT OR CONSIDERATION IN EXCHANGE
FOR YOUR RETURNED QUALIFYING OLD OPTIONS THAT HAVE BEEN ACCEPTED FOR EXCHANGE
AND CANCELLED. THIS RULE APPLIES REGARDLESS OF THE REASON YOUR EMPLOYMENT MAY
BE TERMINATED, WHETHER AS A RESULT OF VOLUNTARY RESIGNATION OR INVOLUNTARY
TERMINATION, INCLUDING TERMINATION BY REDUCTION IN FORCE, DEATH OR DISABILITY.
(Page 13 and Page 15)

13. WHAT IF I PARTICIPATED IN THE EXCHANGE OFFER BUT I AM NOT AN EMPLOYEE
OF BINDVIEW WHEN THE NEW OPTIONS ARE GRANTED?

IF YOU ARE NOT AN EMPLOYEE OF BINDVIEW OR ONE OF OUR SUBSIDIARIES
CONTINUOUSLY FROM THE DATE YOU RETURNED YOUR QUALIFYING OLD OPTIONS FOR EXCHANGE
THROUGH THE DATE WHEN NEW OPTIONS TO WHICH YOU WOULD OTHERWISE HAVE BEEN
ENTITLED ARE GRANTED AND YOU DO NOT ACCEPT THIS RESCISSION OFFER, YOU WILL NOT
BE GRANTED ANY NEW OPTIONS AND ALL RETURNED QUALIFYING OLD OPTIONS WILL HAVE
BEEN CANCELLED. This will be the case even though one or more of your Qualifying
Old Options may currently be fully or partially vested. If you accept this
Rescission Offer and withdraw your Qualifying Old Options from the Exchange,
when your employment with us ends, you generally will be able to exercise your
Qualifying Old Options, if any, during the limited period specified in your
option documents, to the extent those Qualifying Old Options are vested on the
day your employment ends. But, if you do not accept this Rescission Offer, your
returned option grants will be cancelled immediately following the Rescission
Offer Expiration Date, and you will not be eligible to receive New Options, if
you are not employed by us continuously from the date you returned for exchange
your Qualifying Old Options through the grant date of the New Options. (Page 13
and Page 15)

14. WHAT HAPPENS IF AFTER THE EXPIRATION DATE OF THE RESCISSION OFFER I
LEAVE BINDVIEW OR AM TERMINATED AS AN EMPLOYEE?

The result depends on when you leave or the termination occurs.

If prior to the grant date of the New Option your employment with us
terminates for any reason after the Rescission Offer Expiration Date, but prior
to the grant date of the New Options, and you did not accept this Rescission
Offer, then you will not be entitled to receive a New Option or to have your
cancelled Qualifying Old Options returned or to receive any payment for your
cancelled Qualifying Old Options. You will lose the Qualifying Old Options that
are returned for exchange. You will only be

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entitled to receive a New Option if you remain continuously employed by us
through and including the date of grant of the New Option.

If your employment terminates after the date of grant of the New
Options, you will only be able to exercise the New Options to the extent they
are vested and exercisable at the time of your termination, and you will only
have the limited time period specified in the option agreement following your
termination in which to exercise the vested portion of your New Options.

Once the Rescission Offer Expiration Date has passed and you have not
accepted this Rescission Offer, you will have no rights with respect to those
Qualifying Old Options, and they will not be reissued or returned to you for
any reason.

THIS RESCISSION OFFER DOES NOT CHANGE THE NATURE OF YOUR EMPLOYMENT
WITH US, AND DOES NOT CREATE ANY OBLIGATION ON BINDVIEW TO CONTINUE YOUR
EMPLOYMENT FOR ANY PERIOD. UNITED STATES EMPLOYEES ARE GENERALLY CONSIDERED TO
BE "AT WILL" EMPLOYEES. EMPLOYMENT OF "AT WILL" EMPLOYEES MAY BE TERMINATED BY
US OR BY THE EMPLOYEE AT ANY TIME, INCLUDING PRIOR TO THE GRANT DATE OR VESTING
OF THE NEW OPTIONS, FOR ANY REASON, WITH OR WITHOUT CAUSE.

15. WILL MY EMPLOYMENT, JOB STATUS, TITLE OR FUTURE OPPORTUNITIES BE
AFFECTED BY MY DECISION TO ACCEPT OR NOT ACCEPT THIS RESCISSION OFFER?

No. Your decision will not affect your employment, job status, title
or future opportunities at BindView. In addition, if you choose to accept the
Rescission Offer for the Exchange of your Qualifying Old Options, your
opportunities for future stock option grants will not be affected.

16. WHEN WILL I RECEIVE MY NEW OPTIONS?

We will grant the New Options on or shortly after (but not later than
30 days after) the first trading day that is after the Rescission Offer
Expiration Date (except in certain countries which may require a delayed grant
date). If the Rescission Offer is not extended from June 27, 2003, which is the
scheduled Rescission Offer Expiration Date, the grant date of the New Options
will be on or shortly after (but not later than 30 days after) June 30, 2003.
(Page 16)

17. WHAT WILL BE THE EXERCISE PRICE OF THE NEW OPTIONS?

The exercise price per share of the New Options will be equal to the
closing sale price of our common stock on the Nasdaq National Market (or such
other market on which the shares are principally traded or quoted) on the date
we grant the New Options. Accordingly, we cannot predict the exercise price of
the New Options. The closing sale price per share of our common stock on the
Nasdaq National Market on May 20, 2003 was $1.12. BECAUSE WE WILL NOT GRANT NEW
OPTIONS UNTIL ON OR SHORTLY AFTER (BUT NOT LATER THAN 30 DAYS AFTER) THE FIRST
TRADING DAY THAT IS AFTER THE RESCISSION OFFER EXPIRATION DATE (EXCEPT IN
CERTAIN COUNTRIES WHICH MAY REQUIRE A DELAYED GRANT DATE), THE NEW OPTIONS MAY
HAVE A HIGHER EXERCISE PRICE THAN SOME OR ALL OF YOUR QUALIFYING OLD OPTION
GRANTS THAT YOU RETURNED FOR EXCHANGE. WE MAKE NO COMMENT OR PREDICTION ON WHAT
THE PRICE OF OUR COMMON STOCK WILL BE IN THE FUTURE. IN ADDITION, AFTER THE
GRANT OF THE NEW OPTIONS, OUR COMMON STOCK MAY TRADE

-7-

AT A PRICE BELOW THE EXERCISE PRICE PER SHARE OF THOSE OPTION GRANTS. DEPENDING
ON THE EXERCISE PRICE OF YOUR RETURNED QUALIFYING OLD OPTIONS AND OTHER
FACTORS, THE NEW OPTIONS MAY BE LESS VALUABLE THAN THE OPTIONS YOU PREVIOUSLY
RETURNED FOR EXCHANGE. WE RECOMMEND THAT YOU OBTAIN CURRENT MARKET QUOTATIONS
FOR OUR COMMON STOCK BEFORE DECIDING WHETHER TO ACCEPT THIS RESCISSION OFFER.
AT THE SAME TIME, YOU SHOULD CONSIDER THAT THE CURRENT MARKET PRICE OF OUR
COMMON STOCK MAY PROVIDE LITTLE OR NO BASIS FOR PREDICTING WHAT THE MARKET
PRICE OF OUR COMMON STOCK WILL BE ON THE GRANT DATE OF THE NEW OPTIONS OR AT
ANY TIME IN THE FUTURE. (Page 21)

18. WILL ANY OF THE NEW OPTIONS ISSUED TO ME HAVE A DIFFERENT VESTING
SCHEDULE THAN THE QUALIFYING OLD OPTIONS?

Yes. Some of the New Options may have a more favorable or less
favorable vesting schedule as described below. The outstanding Qualifying Old
Options vest in accordance with various vesting schedules over a period of
years of service. You should check your option grant documentation to determine
the vesting schedule applicable to your outstanding option grants. Regardless
of the vesting provisions of any returned Qualifying Old Option, each New
Option issued in exchange will vest with respect to (1) 25% of the option
shares immediately upon issuance, and (2) the remaining option shares in equal
installments every three months of service over the following three years, so
that they will be 100% vested on the third anniversary of the New Option Grant
Date.

Accordingly, each New Option may have a more favorable or less
favorable vesting schedule than the Qualifying Old Option that it replaces.
(Page 21)

19. WHY DID BINDVIEW CHANGE ITS VESTING SCHEDULE?

BindView changed its vesting schedule to make certain that our stock
option grant vesting schedules are comparable to those of other high technology
companies in our labor market. The new vesting schedule will provide more
frequent vesting opportunities for all of our employees holding options with
less favorable vesting provisions who do not accept this Rescission Offer but
instead leave their Qualifying Old Options subject to the Exchange.

20. DOES THE VESTING SCHEDULE CHANGE FOR QUALIFYING OLD OPTIONS I DO NOT
EXCHANGE?

No. If you elect to withdraw from the Exchange, your Qualifying Old
Options will continue to vest under the vesting schedule of such Qualifying Old
Options on the terms in effect.

21. WILL THE NEW OPTIONS BE DIFFERENT FROM MY QUALIFYING OLD OPTIONS?

The New Options will be issued under the terms and conditions of the
2000 Plan, or for certain employees residing outside of the United States,
under the 2000 Indian Plan. To the extent that your Qualifying Old Options were
granted by BindView under the 2000 Plan, or for certain employees residing
outside of the United States, under the 2000 Indian Plan, the New Options
issued in exchange for those option grants will have substantially the same
terms and conditions as those option grants, except that the New Options will
have a new exercise price, a new vesting schedule and a new ten-year maximum
term.

-8-

New Options issued to employees located outside the United States may
be subject to certain other restrictions and limitations. As a result, an
alternative form of stock option agreement with different terms may be required
for New Options issued to employees located outside the United States. (Page
21)

22. WHAT HAPPENS IF BINDVIEW MERGES INTO OR IS ACQUIRED BY ANOTHER COMPANY?

The consequence and effect of a merger or acquisition of BindView will
differ depending on the timing and form of the transaction.

If we merge into or are acquired by another company before the
expiration of this Rescission Offer, you may withdraw your returned Qualifying
Old Options and exercise them in accordance with the terms of the applicable
Plan and option agreement.

If before the New Options are granted, we are acquired and become a
subsidiary of the acquiring corporation after the expiration of this Rescission
Offer and you have not accepted this Rescission Offer, our obligations in
connection with this Rescission Offer would not be automatically assumed by the
acquiring corporation. Whether or not the obligation to grant the New Options
is assumed would depend on the terms of the acquisition agreement. While we
expect that we would seek to make provisions in the acquisition agreement for
the granting of the New Options to tendering option holders, we cannot
guarantee what, if any, provision would be made. AS A RESULT, WE CANNOT
GUARANTEE THAT ANY NEW OPTIONS WOULD BE GRANTED BY THE ACQUIROR IN THE EVENT OF
SUCH AN ACQUISITION. THEREFORE, IF YOU DO NOT ACCEPT THIS RESCISSION OFFER, IT
IS POSSIBLE THAT YOU MIGHT NOT RECEIVE ANY NEW OPTIONS FROM THE ACQUIRING
CORPORATION.

If, before the New Options are granted, instead of becoming a
subsidiary, we are merged directly into another entity after the expiration of
this Rescission Offer and you have not accepted this Rescission Offer, the
surviving corporation would automatically assume our obligations with respect
to the Exchange Offer. The New Options would be option grants to purchase
shares of the surviving corporation. The number of shares would be equal to the
number of our shares that you would have received under the New Option
multiplied by the exchange ratio that was used in the transaction. The exercise
price would be based on the fair market value of the surviving corporation's
stock on the date the New Options are granted. (Page 17)

23. WILL I HAVE TO PAY TAXES IF I DO NOT ACCEPT THIS RESCISSION OFFER AND
EXCHANGE MY OPTIONS IN THE EXCHANGE OFFER?

If you do not accept this Rescission Offer and receive New Options
pursuant to the Exchange Offer, you should not be required under current U.S.
law to recognize income for U.S. federal income tax purposes at the time of the
Exchange or upon our acceptance and cancellation of any Qualifying Old Option.
In addition, the grant of the New Options should not be treated as a taxable
event under current U.S. law, and therefore, you should not be required under
current U.S. law to recognize income for U.S. federal income tax purposes at
the time of the grant of the New Options.

All option holders, including individuals treated as nonresident
aliens for U.S. federal income tax purposes, should consult with their tax
advisors as to the tax consequences of their participation in the Exchange
Offer. The tax treatment of an option holder may vary depending on each
participant's circumstances. If you are an employee resident outside the United
States, you should consult your

-9-

financial or tax advisor before deciding whether or not to participate in the
Exchange Offer. (Page 27 and 28)

24. WILL MY NEW OPTIONS BE INCENTIVE STOCK OPTIONS OR NON-STATUTORY STOCK
OPTIONS?

Each of the New Options will be a non-statutory stock option under
the U.S. federal income tax laws. (Page 27)

25. IF I HAVE INCENTIVE STOCK OPTIONS, WHAT HAPPENS IF I ELECT TO ACCEPT
THIS RESCISSION OFFER?

You will not be subject to current income tax if you elect to accept
this Rescission Offer to withdraw your Qualifying Old Options (to the extent
that the Qualifying Old Options are incentive stock options) from the Exchange.

We do not believe that if you accept this Rescission Offer there will
be a change to any of the terms of your eligible incentive stock options (Page
28).

26. IF I HAVE INCENTIVE STOCK OPTIONS, WHAT HAPPENS IF I DO NOT ELECT TO
ACCEPT THIS RESCISSION OFFER?

The Internal Revenue Service ("IRS") will likely characterize the
Exchange Offer as a "modification" of those incentive stock options Exchanged.
Thus, if you do not accept this Rescission Offer, the portion of your incentive
stock options that are Exchanged would be treated as non-statutory stock
options. If you choose not to accept this Rescission Offer, we recommend that
you consult with your own tax advisor to determine the tax consequences of the
sale of the common stock that you will receive when you exercise those options.
(Page 28)

27. WHEN DOES THIS RESCISSION OFFER EXPIRE? CAN THIS RESCISSION OFFER BE
EXTENDED, AND IF SO, HOW WILL I BE NOTIFIED IF IT IS EXTENDED?

This Rescission Offer expires on June 27, 2003, at 5:00 p.m., Central
Time, unless it is extended by us.

Although we do not currently intend to do so, we may, in our
discretion extend this Rescission Offer at any time. If this Rescission Offer
is extended, we will announce the extension no later than 9:00 a.m., Central
Time, on the next business day following the previously scheduled expiration of
this Rescission Offer. (Page 28)

28. DURING WHAT PERIOD OF TIME MAY I WITHDRAW PREVIOUSLY RETURNED
QUALIFYING OLD OPTIONS?

You may withdraw your returned Qualifying Old Options at any time
before 5:00 p.m., Central Time, on June 27, 2003. If this Rescission Offer is
extended by us beyond that time, you may withdraw your returned options at any
time until the extended expiration of this Rescission Offer. To withdraw your
returned options, you must deliver to us a completed Notice to Withdraw from
this Rescission Offer, or a facsimile thereof, with the required information
prior to Rescission Offer Expiration Date. (Page 15)

-10-

29. WHAT DOES BINDVIEW THINK OF THIS RESCISSION OFFER?

Our board of directors approved the Exchange Offer as an opportunity
for you to surrender your Qualifying Old Options and receive New Options at a
potentially lower price in exchange. However, neither we nor our board of
directors makes any recommendation as to whether you withdraw your options from
the Exchange or what the price of our common stock will be in the future. You
must make your own decision whether to remain a participant in the Exchange,
taking into account your own personal circumstances and preferences. Members of
our board of directors and our executive officers are not eligible to
participate in the Exchange Offer.

30. WHAT ARE SOME OF THE KEY DATES TO REMEMBER?

The commencement date of the Rescission Offer is May 30, 2003.

The Rescission Offer expires at 5:00 p.m., Central Time, on June 27,
2003 (unless we extend it).

The New Options will be granted on or shortly after (but not later
than 30 days after) the first trading day that is after the expiration of the
Rescission Offer (except in certain countries which may require a delayed grant
date).

31. WHAT WOULD BE THE EFFECT OF A REVERSE STOCK SPLIT OF BINDVIEW'S
COMMON STOCK?

If BindView decided to implement a reverse stock split to increase our
stock's trading price, which could happen after you have tendered your options
but before you have received your New Options, New Options (as well as any
option grants which are not exchanged) would be proportionately adjusted for
the reverse stock split.

32. WHO CAN I TALK TO IF I HAVE QUESTIONS ABOUT THIS RESCISSION OFFER?

For additional information or assistance, you can send your questions
via email to OptionExchangeQuestions@bindview.com. To ensure that all eligible
employees are receiving all pertinent information regarding this Rescission
Offer, we will answer questions of general interest which are received by us at
OptionExchangeQuestions@bindview.com by posting the questions and answers on
BindView's internal web site.

33. WHERE CAN I FIND MORE INFORMATION ABOUT BINDVIEW IN GENERAL?

We file annual, quarterly and special reports, proxy statements and
other information with the SEC. You may read and copy any document we file at
the SEC's public reference rooms in Washington, D.C. and Chicago, Illinois.
Please call the SEC at 1-800-SEC-0330 for further information on the public
reference rooms. Our SEC filings are also available to the public from our Web
site at www.BindView.com or at the SEC's Web site at www.sec.gov. You may
obtain a copy of these filings, at no cost, by writing or telephoning us at the
following address. In addition, we will provide without charge to each option
holder, upon the written or oral request of any such person, a copy of any or
all of the documents filed with the SEC. Written or oral requests for copies of
these documents should be directed to:

-11

Ms. Kelly Gillespie
5151 San Felipe, Suite 2500
Houston, Texas 77056
Telephone: (713) 561-4000

The SEC allows us to "incorporate by reference" the information we
file with it, which means that we can disclose important information to you by
referring you to that information. The information incorporated by reference is
considered to be part of this document, and later information filed with the
SEC will update and supersede this information. We incorporate by reference the
documents listed below and any future filings made with the SEC under Section
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 until this
Rescission Offer is completed:

o Our annual report on Form 10-K, as amended, for the year ended December
31, 2002;

o Our quarterly report on Form 10-Q for the fiscal quarter ended March 31,
2003;

o Our current report on Form 8-K filed on February 3, 2003;

o The description of our common stock contained in our registration
statement on Form 8-A (File No. 000-24677), as filed with the SEC on July
23, 1998; and

o The description of our preferred share purchase rights contained in our
registration statement on Form 8-A (File No.001-16693 ), as filed with the
SEC on September 20, 2001.

Any statement contained in this document, any other document furnished
to you in conjunction with this Rescission Offer or in a document incorporated
or deemed to be incorporated by reference in any of those documents, shall be
deemed to be modified or superseded for purposes of any of those documents to
the extent that a statement contained in any of those documents, in any
supplement to any of those documents, or any other document subsequently filed
with the SEC which also is or is deemed to be incorporated by reference in any
of those documents modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this document or any other document
furnished to you in conjunction with this Rescission Offer.

WE HAVE NOT AUTHORIZED ANYONE TO GIVE YOU ANY INFORMATION OR TO MAKE
ANY REPRESENTATION IN CONNECTION WITH THIS RESCISSION OFFER OTHER THAN THE
INFORMATION AND REPRESENTATIONS CONTAINED IN THIS DOCUMENT OR IN THE RELATED
NOTICE TO WITHDRAW FORM OR AS OTHERWISE PROVIDED IN THIS DOCUMENT. IF ANYONE
MAKES ANY REPRESENTATION OR GIVES YOU ANY INFORMATION DIFFERENT FROM THE
REPRESENTATIONS AND INFORMATION CONTAINED HEREIN OR IN THE NOTICE TO WITHDRAW
FORM, YOU MUST NOT RELY UPON THAT REPRESENTATION OR INFORMATION AS HAVING BEEN
AUTHORIZED BY US. WE HAVE NOT AUTHORIZED ANY PERSON TO MAKE ANY RECOMMENDATION
ON OUR BEHALF AS TO WHETHER YOU SHOULD PARTICIPATE IN THIS RESCISSION OFFER. IF
ANYONE MAKES ANY RECOMMENDATION TO YOU, YOU MUST NOT RELY UPON THAT
RECOMMENDATION AS HAVING BEEN AUTHORIZED BY US. YOU SHOULD RELY ONLY ON THE
REPRESENTATIONS AND INFORMATION CONTAINED IN THIS DOCUMENT OR TO WHICH WE HAVE
REFERRED YOU.

-12-

THE RESCISSION OFFER

1. EXCHANGE WITHDRAWAL; RESCISSION OFFER EXPIRATION DATE.

Exchange Withdrawal. Upon the terms and subject to the conditions of
this Rescission Offer, we will rescind your exchange of all Qualifying Old
Options for New Options to purchase common stock, that are properly withdrawn
from the Exchange in accordance with Section 4.

If you do not wish to withdraw your Qualifying Old Options for
exchange, we will grant you New Options under the 2000 Plan, or for certain
employees residing outside of the United States, under the 2000 Indian Plan,
pursuant to a new stock option agreement. The exercise price of the New Options
will be equal to the closing sale price of our common stock on the Nasdaq
National Market (or such other market on which our shares are principally
traded or quoted) on the date of grant, provided that certain countries may
require a higher exercise price. If you are an employee located outside the
United States, you should obtain counsel from your financial or tax advisor.
The returned options that are not withdrawn from the Exchange will be
cancelled, and you will have no further right or entitlement to purchase shares
of our common stock pursuant to those cancelled options.

Eligible Employees. Eligible employees, for purposes of this
Rescission Offer, will be limited to all current employees of BindView and its
subsidiaries who accepted the Exchange Offer in December 2002. Such eligible
employees may accordingly participate in this Rescission Offer. Members of our
board of directors and our executive officers are not eligible to participate
in the Exchange Offer.

IF YOU DO NOT REMAIN AN EMPLOYEE OF BINDVIEW OR ONE OF OUR
SUBSIDIARIES FROM THE DATE YOU RETURNED OPTIONS FOR EXCHANGE THROUGH THE DATE
WE GRANT THE NEW OPTIONS, YOU WILL NOT RECEIVE ANY NEW OPTIONS, OR ANY OTHER
PAYMENT OR CONSIDERATION, IN EXCHANGE FOR YOUR RETURNED OPTIONS, REGARDLESS OF
HOW OR WHY YOUR EMPLOYMENT TERMINATED.

Qualifying Old Options. Qualifying Old Options are all options held
by current employees that are outstanding under any Plan.

Exercise Price of Qualifying Old Options Exchange Ratio
- ----------------------------------------- -------------------------------------------------------

$3.00 to $4.99 2 New Options for 3 Qualifying Old Options
$5.00 to $8.99 1 New Option for 2 Qualifying Old Options
$9.00 and above 1 New Option for 3 Qualifying Old Options

The New Options will be granted under, and will be subject to, the
terms and conditions of the 2000 Plan, or for certain employees residing
outside of the United States, under the 2000 Indian Plan, and will be subject
to the terms and conditions of the applicable plan and a new stock option
agreement between you and us. The exercise price of a New Option will be equal
to the fair market value of a share of BindView common stock, as defined in the
Plan, on the New Option Grant Date. No New Options will be granted for
fractional shares.

-13-

The number of shares subject to each New Option will be
proportionately adjusted for any stock splits, stock dividends and
recapitalizations with respect to shares of our common stock occurring after
the Rescission Offer Expiration Date.

Vesting Schedule for New Options. The outstanding Qualifying Old
Options vest in accordance with various vesting schedules over a period of
years of service. You should check your option grant documentation to determine
the vesting schedule applicable to your outstanding option grants. Regardless
of the vesting provisions of any returned Qualifying Old Option, each New
Option issued in exchange will vest with respect to (1) 25% of the option
shares immediately upon issuance, and (2) the remaining option shares in equal
installments every three months of service over the following three years, so
that they will be 100% vested on the third anniversary of the New Option Grant
Date.

Additional Information About the Rescission Offer. The term
"Rescission Offer Expiration Date" means 5:00 p.m., Central Time, on June 27,
2003, unless and until we, in our discretion, have extended the period of time
during which this Rescission Offer will remain open, in which event the term
"Rescission Offer Expiration Date" refers to the latest time and date at which
this Rescission Offer, as so extended, expires. See Section 15 for a
description of our rights to extend, delay, terminate and amend this Rescission
Offer, and Section 6 for a description of conditions to this Rescission Offer.

For purposes of this Rescission Offer, a "business day" means any day
other than a Saturday, Sunday or U.S. federal holiday and consists of the time
period from 12:01 a.m. through 12:00 midnight, Central Time, and a "trading
day" means any business day on which a last sale price of our Common Stock is
reported on the Nasdaq National Market or any other market on which we are then
listed.

2. PURPOSE OF THE EXCHANGE OFFER.

We issued the options outstanding under our Plans to provide our
employees an opportunity to acquire or increase their ownership interest in
BindView, thereby creating a stronger incentive for them to continue their
employment with us and to contribute to the attainment of our business and
financial objectives and the creation of value for all of our shareholders.

Many of our outstanding options, whether or not they are currently
exercisable, have exercise prices that are significantly higher than the
current market price of our Common Stock. For this reason, we believe these
options may not effectively retain and motivate our employees, and are unlikely
to be exercised in the near future. By making the Exchange Offer to exchange
outstanding options for New Options that will have an exercise price equal to
the market value of our Common Stock on the grant date, we intended to provide
our employees with the benefit of owning options that over time may have a
greater potential to increase in value and thereby provide them with a more
meaningful incentive to remain with us and contribute to the attainment of our
business and financial objectives and the creation of value for all of our
shareholders.

We continually evaluate and explore strategic opportunities as they
arise, including business combination transactions, strategic partnerships,
capital infusions, and the purchase or sale of assets. At any given time we may
be engaged in discussions or negotiations with respect to various corporate
transactions. We also grant options in the ordinary course of business to our
current and new employees

-14-

as well as provide them with the opportunity to make periodic purchases of our
common stock pursuant to the formula provisions of our Employee Stock Purchase
Plan.

NEITHER WE NOR OUR BOARD OF DIRECTORS MAKES ANY RECOMMENDATION AS TO
WHETHER YOU SHOULD WITHDRAW THE RETURN OF YOUR QUALIFYING OLD OPTIONS FOR
EXCHANGE, NOR HAVE WE AUTHORIZED ANY PERSON TO MAKE ANY SUCH RECOMMENDATION. WE
URGE YOU TO EVALUATE CAREFULLY ALL OF THE INFORMATION IN THIS RESCISSION OFFER
AND TO CONSULT YOUR OWN INVESTMENT, LEGAL AND TAX ADVISORS. YOU MUST MAKE YOUR
OWN DECISION WHETHER TO WITHDRAW THE RETURN OF YOUR OPTIONS FOR EXCHANGE TAKING
INTO ACCOUNT YOUR CIRCUMSTANCES AND PREFERENCES.

3. STATUS OF QUALIFYING OLD OPTIONS NOT EXCHANGED.

All Qualifying Old Options that you choose to withdraw from the
Exchange pursuant to this Rescission Offer will remain outstanding, and you
will continue to hold such options in accordance with their terms.

4. WITHDRAWAL RIGHTS.

You may only withdraw your returned options in accordance with the
provisions of this Section 4. If your employment with us terminates prior to
the Rescission Offer Expiration Date, your returned Qualifying Old Options will
automatically be withdrawn. If automatically withdrawn, you may exercise those
options to the extent they are vested at the time of your termination, but only
during the limited period for which those options remain exercisable following
your termination.

You may withdraw your returned options at any time before 5:00 p.m.,
Central Time, on June 27, 2003. If this Rescission Offer is extended by us
beyond that time, you may withdraw your returned Qualifying Old Options at any
time until the extended Rescission Offer Expiration Date.

To validly withdraw your returned options, you must deliver to us via
fax or mail at c/o 25th Floor Receptionist, 5151 San Felipe, Houston, Texas
77056, Attn: Kelly Gillespie (fax number (713) 561-1376) a properly completed
and executed Notice of Withdrawal form, or a facsimile thereof, with the
required information, while you still have the right to withdraw the returned
options. Any Notice of Withdrawal form sent to us by mail must be postmarked no
later than the Rescission Offer Expiration Date.

ALTHOUGH YOU MAY WITHDRAW SOME, BUT NOT ALL, OF YOUR RETURNED
QUALIFYING OLD OPTIONS, YOU MAY NOT WITHDRAW ONLY A PORTION OF A PARTICULAR
RETURNED QUALIFYING OLD OPTION.

Except in accordance with the next sentence, a Notice of Withdrawal
form must be executed by the option holder who returned the options to be
withdrawn. If the signature is by a trustee, executor, administrator, guardian,
attorney-in-fact, officer of a corporation or another person acting in a
fiduciary or representative capacity, the signer's full title and proper
evidence of the authority of such person to act in such capacity must be
indicated on the Notice to Withdraw.

You may not rescind any withdrawal, and any options you withdraw will
thereafter be deemed not properly returned for purposes of the Exchange Offer.

-15-

Neither BindView nor any other person is obligated to give notice of
any defects or irregularities in any Notice to Withdraw, nor will anyone incur
any liability for failure to give any such notice. We will determine, in our
discretion, all questions as to the form and validity, including time of
receipt, of Notices to Withdraw. Our determination of these matters will be
final and binding.

5. ACCEPTANCE OF OPTIONS FOR EXCHANGE AND ISSUANCE OF NEW OPTIONS.

We intend to issue New Options for previously-surrendered Qualifying
Old Options pursuant to the terms and conditions of the Exchange Offer to
individuals who surrendered one or more Qualifying Old Option pursuant to the
Exchange Offer. We expect to issue these New Options on or about June 30, 2003.
If such an individual accepts this Rescission Offer before the Rescission Offer
Expiration Date, then (i) we will return that individual's
previously-surrendered Qualifying Old Options to the individual; (ii) if we
have not yet issued New Options to that individual at the time that the
individual accepts this Rescission Offer, then we will not issue New Options to
that individual; and (iii) if we have already issued New Options to that
individual at the time that the individual accepts this Rescission Offer, then
the individual's New Options will be canceled.

If you do not withdraw your previously-surrendered Qualifying Old
Options from the Exchange pursuant to this Rescission Offer, you will not be
granted any other option grants until the grant date for your New Options.
Thus, any discretionary grant that may be approved for you would be delayed
until the grant date for your New Options (except that, we may, in our
discretion, make the vesting retroactive to the effective date of the
discretionary grant). The exercise price of each such grant will be the closing
sale price of our common stock on the Nasdaq National Market (or such other
market on which our shares are principally traded or quoted) on the date those
options are granted. As a result, the date on which the exercise price of those
options is determined will depend on whether or not you choose to accept this
Rescission Offer, and consequently the exercise prices may differ. By deferring
the grant of all options to those option holders whose options are exchanged,
we believe we will not have to record a material variable compensation expense
with respect to those options.

On the other hand, if you accept this Rescission Offer and withdraw
your Qualifying Old Options from the Exchange, you may, at our option, receive
discretionary option grants prior to the date New Options are granted to others
(such options would have an exercise price equal to the closing price on the
date they are granted). As a result, acceptance of this Rescission Offer may
affect the grant date, price and vesting of any discretionary grants that may
be approved for you in the future.

The number of shares that will be subject to each New Option will be
equal to or less than the number of shares subject to the applicable returned
Qualifying Old Option.

If you do not accept this Rescission Offer, then pursuant to the
Exchange Offer, the number of shares that will be subject to each New Option is
set forth in the following table, where the Exchange Ratio is the ratio of the
number of new Options to be issued to the number of Qualifying Old Options to
be surrendered:

Exercise Price of Qualifying Old Options Exchange Ratio
- ----------------------------------------- -------------------------------------------------------

$3.00 to $4.99 2 New Options for 3 Qualifying Old Options
$5.00 to $8.99 1 New Option for 2 Qualifying Old Options
$9.00 and above 1 New Option for 3 Qualifying Old Options

-16-

The New Options will be granted under, and will be subject to, the
terms and conditions of the 2000 Plan, or for certain employees residing
outside of the United States, under the 2000 Indian Plan, and will be subject
to the terms and conditions of the applicable plan and a new stock option
agreement between you and us. The exercise price of a New Option will be equal
to the fair market value of a share of BindView common stock, as defined in the
Plan, on the New Option Grant Date. No New Options will be granted for
fractional shares.

The number of shares subject to each New Option will be
proportionately adjusted for any stock splits, stock dividends and
recapitalizations with respect to shares of our common stock occurring after
the Rescission Offer Expiration Date.

IF YOU DO NOT REMAIN AN EMPLOYEE OF BINDVIEW OR ONE OF OUR
SUBSIDIARIES THROUGH THE DATE WE GRANT THE NEW OPTIONS, YOU WILL NOT RECEIVE
ANY SUCH NEW OPTIONS, ANY OTHER PAYMENT OR CONSIDERATION IN EXCHANGE FOR YOUR
RETURNED OPTIONS THAT HAVE BEEN ACCEPTED FOR EXCHANGE AND CANCELLED, REGARDLESS
OF HOW OR WHY YOUR EMPLOYMENT TERMINATED. THIS RESCISSION OFFER DOES NOT CHANGE
THE "AT-WILL" NATURE OF YOUR EMPLOYMENT WITH US, AND YOUR EMPLOYMENT MAY BE
TERMINATED BY US OR YOU AT ANY TIME, INCLUDING PRIOR TO THE GRANT DATE OR
VESTING OF THE NEW OPTIONS, FOR ANY REASON WITH OR WITHOUT CAUSE.

Consequences of BindView Being Acquired. If we merge into or are
acquired by another company before the end of the period for accepting this
Rescission Offer, you may withdraw your previously-surrendered Qualifying Old
Options and have all the rights afforded you to acquire our common stock under
the existing agreements evidencing those options.

If we are acquired and become a subsidiary of the acquiring
corporation after the Rescission Offer Expiration Date but before the New
Options are granted, the obligations of BindView in connection with the
Exchange Offer would not be automatically assumed by the acquiring corporation.
Whether or not the obligation to grant the New Options is assumed would depend
on the terms of the acquisition agreement. While we expect that we would seek
to make provision for participating option holders in the acquisition
agreement, we cannot guarantee what, if any, provision would be made. AS A
RESULT, WE CANNOT GUARANTEE THAT ANY NEW OPTIONS WOULD BE GRANTED BY THE
ACQUIRING COMPANY IN THE EVENT OF SUCH AN ACQUISITION. THEREFORE, IF YOU DO NOT
ACCEPT THIS RESCISSION OFFER, IT IS POSSIBLE THAT YOU MIGHT NOT RECEIVE ANY NEW
OPTIONS FROM THE ACQUIRING COMPANY.

If, instead of becoming a subsidiary, we are merged directly into
another entity after the Rescission Offer Expiration Date but before the New
Options are granted, the surviving corporation would automatically assume our
obligations with respect to the Exchange Offer. The New Options would be
options to purchase shares of the surviving corporation. The number of shares
would be equal to the number of shares subject to your New Options at the time
of the Rescission Offer Expiration Date, multiplied by the exchange ratio in
effect for the exchange of shares of our common stock for shares of the
surviving corporation in the merger. The exercise price would be based on the
market price of the surviving corporation's stock on the date the New Options
are granted.

If we merge into or are acquired by another company after the grant of
the New Options, those options may be assumed by the merged company or the
acquiring company, in which event they would continue to vest in accordance
with the vesting schedule in effect for them prior to the acquisition. If the
New Options are not assumed, then except as otherwise provided in an option
agreement or as a result of

-17-

the Board of Director's effectuation of one or more of the alternatives
described below, there will be no acceleration of the time at which any New
Option then outstanding may be exercised, and no later than ten (10) days after
the approval by the stockholders of BindView of the merger, the Board of
Directors, acting in its sole and absolute discretion without the consent or
approval of any New Option holder, will elect one or more of the following
alternatives, which may vary among individual New Option holders and which may
vary among New Options held by any individual New Option holder:

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

(2) require the mandatory surrender to BindView by all or
selected New Option holders of some or all of the then outstanding New Options
held by such New Option holders (irrespective of whether such New Options are
then exercisable) as of a date, before or after such merger, specified by the
Board of Directors, in which event the Board of Directors will cancel such New
Options and BindView will pay to each such New Option holder an amount of cash
per share equal to the excess, if any, of the per share price offered to
stockholders of BindView in connection with the merger over the exercise
price(s) under such New Options for such shares,

(3) with respect to all or selected New Option holders, have some
or all of their then outstanding New Options (whether vested or unvested)
assumed or have a new option substituted for some or all of their then
outstanding New Options (whether vested or unvested) by an entity which is a
party to the merger and which is then employing the New Option holder, 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 new 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 new
option immediately before such assumption or substitution over the aggregate
exercise price of such shares, and (B) the assumed rights under such existing
New 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 New
Option assumed or substituted for, as the case may be,

(4) provide that the number and class of shares of stock covered
by a New Option (whether vested or unvested) will be adjusted so that the New
Option when exercised shall cover the number and class of shares of stock or
other securities or property (including, without limitation, cash) to which the
New Option holder would have been entitled pursuant to the terms of the merger
agreement and/or plan relating to the merger if, immediately prior to such
merger, the New Option holder had been the holder of record of the number of
shares of stock then covered by the New Option, or

(5) make such adjustments to New Options then outstanding as the
Board of Directors deems appropriate to reflect the merger (provided, however,
that the Board of Directors 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 of
Directors, in its sole and absolute discretion and without the consent or
approval of any New Option holder, may accelerate the time at which some or all
New Options then outstanding may be exercised.

-18-

Partial Acceptance. YOU ARE NOT REQUIRED TO ACCEPT THIS RESCISSION
OFFER. YOU MAY NOT ACCEPT THIS RESCISSION OFFER WITH RESPECT TO LESS THAN ALL
OF A PARTICULAR QUALIFYING OLD OPTION THAT YOU PREVIOUSLY SURRENDERED.

For example, if you have received two Qualifying Old Options, you may
choose to accept this Rescission Offer with respect to neither of these
Qualifying Old Options, both of these Qualifying Old Options, or one of these
Qualifying Old Options. However, if you wish to accept this Rescission Offer
with respect to a Qualifying Old Option, you may not accept this Rescission
Offer with respect to anything less than that entire option to the extent
outstanding. If you have exercised a Qualifying Old Option in part, the option
is outstanding only to the extent of the unexercised portion of the option.

If you were granted an Qualifying Old Option that was divided into an
incentive stock option and a non-statutory option because of the rules limiting
the amount of incentive stock options you could receive, we treat these as a
single option and not as two separate options and you therefore must choose to
accept this Rescission Offer with respect to the entire option or not to accept
this Rescission Offer with respect to the entire option.

6. CONDITIONS OF THIS RESCISSION OFFER.

Notwithstanding any other provision of this Rescission Offer or the
Exchange Offer, we may terminate or amend this Rescission Offer if at any time
on or after May 30, 2003 and prior to the Rescission Offer Expiration Date any
of the following events has occurred, or has been determined by us to have
occurred, and, in our judgment in any such case and regardless of the
circumstances giving rise thereto, including any action or omission by us, the
occurrence of such event or events makes it inadvisable for us to proceed with
this Rescission Offer or with such acceptance and cancellation of options
returned to us for exchange:

(a) there shall have been threatened or instituted or be pending any
action or proceeding by any government or governmental, regulatory or
administrative agency, authority or tribunal or any other person, domestic or
foreign, before any court, authority, agency or tribunal that directly or
indirectly challenges the making of this Rescission Offer or the Exchange
Offer, the acquisition of some or all of the returned options pursuant to the
Exchange Offer, the issuance of New Options, or otherwise relates in any manner
to this Rescission Offer or the Exchange Offer or that, in our judgment, could
materially and adversely affect the business, condition (financial or other),
operating results, operations or prospects of BindView or our subsidiaries, or
otherwise materially impair in any way the contemplated future conduct of our
business or the business of any of our subsidiaries or materially impair the
contemplated benefits of the Exchange Offer to us; or

(b) there shall have been any action threatened, pending or taken, or
approval withheld, or any statute, rule, regulation, judgment, order or
injunction threatened, proposed, sought, promulgated, enacted, entered,
amended, enforced or deemed to be applicable to this Rescission Offer or the
Exchange Offer or us or any of our subsidiaries, by any court or any authority,
agency or tribunal that, in our reasonable judgment, would or might directly or
indirectly restrict or prohibit consummation of this Rescission Offer or the
Exchange Offer or otherwise relates in any manner to this Rescission Offer or
the Exchange Offer.

The conditions to this Rescission Offer are for our benefit. We may
assert them in our discretion regardless of the circumstances giving rise to
them prior to the Rescission Offer Expiration Date. We may waive them, in whole
or in part, at any time and from time to time prior to the Rescission Offer
Expiration Date, in our discretion, whether or not we waive any other condition
to this Rescission Offer or the

-19-

Exchange Offer. Our failure at any time to exercise any of these rights will
not be deemed a waiver of any such rights. The waiver of any of these rights
with respect to particular facts and circumstances will not be deemed a waiver
with respect to any other facts and circumstances. Any determination we make
concerning the events described in this Section 6 will be final and binding
upon all persons.

7. PRICE RANGE OF COMMON STOCK UNDERLYING THE OPTIONS.

There is no established trading market for options, including
Qualifying Old Options, granted under any of our Plans, and there will be no
established trading market for any New Options that may be granted.

Our Common Stock is quoted on the Nasdaq National Market under the
symbol "BVEW." The following table shows, for the periods indicated, the high
and low sales prices per share of our Common Stock as reported by the Nasdaq
National Market. All share prices have been retroactively adjusted to reflect
the two-for-one split of our common stock paid as 100% stock dividends on
February 6, 2000.

Quarter Ended High Low
- ------------- ---- ---
Fiscal Year 2003
March 31, 2002 $1.53 $1.07
Fiscal Year 2002
December 31, 2002 $1.48 $0.71
September 30, 2002 1.08 0.70
June 30, 2002 2.22 0.94
March 31, 2002 3.06 1.80
Fiscal Year 2001
December 31, 2001 $2.03 $0.76
September 30, 2001 2.19 0.85
June 30, 2001 3.25 2.00
March 31, 2001 11.88 2.12
Fiscal Year 2000
December 31, 2000 $10.25 $4.5
September 30, 2000 15.81 6.69
June 30, 2000 31.06 6.31
March 31, 2000 45.75 20.78

As of May 20, 2003, the closing sale price of our common stock, as
reported by the Nasdaq National Market, was $1.12 per share.

Our stock price has been, and in the future may be, highly volatile
and could continue to decline. Our stock price could also rise prior to the
grant of the New Options and thereafter fall. The trading price of our common
stock has fluctuated widely in the past and is expected to continue to do so in
the future, as a result of a number of factors, many of which are outside our
control. In addition, the stock market has experienced extreme price and volume
fluctuations that have affected the market prices of many technology companies,
including software companies and internet-related companies, and that may or
may not have been related or proportionate to the operating performance of
these companies. The New Options will not be granted until a trading date that
is after the Rescission Offer Expiration Date. The

-20-

exercise price of the New Options will be the closing sale price of our common
stock reported on the Nasdaq National Market (or such other market on which our
shares are principally traded or quoted) on the date they are granted. The
exercise price of the New Options may be higher than the exercise price of your
returned Qualifying Old Options. In addition, our common stock may thereafter
trade at prices below the exercise price of the New Options. Depending on the
exercise price of your returned Qualifying Old Options and other factors,
including the fact that, fewer shares will be subject to the New Options than
were subject to the Qualifying Old Options returned for exchange, your New
Options may be less valuable than your returned Qualifying Old Options. WE
RECOMMEND THAT YOU OBTAIN CURRENT MARKET QUOTATIONS FOR OUR COMMON STOCK BEFORE
DECIDING WHETHER TO ACCEPT THE RESCISSION OFFER. AT THE SAME TIME, YOU SHOULD
CONSIDER THAT THE CURRENT MARKET PRICE OF OUR COMMON STOCK MAY PROVIDE LITTLE
OR NO BASIS FOR PREDICTING WHAT THE MARKET PRICE OF OUR COMMON STOCK WILL BE ON
THE GRANT DATE OF THE NEW OPTIONS OR AT ANY TIME IN THE FUTURE.

8. SOURCE AND AMOUNT OF CONSIDERATION; TERMS OF NEW OPTIONS.

Consideration. The New Options to be issued in exchange for Qualifying
Old Options properly returned and accepted for exchange and cancelled by us.

Exchange Ratios for New Options. If you do not accept this Rescission Offer,
then pursuant to the Exchange Offer, the number of shares that will be subject
to each New Option is set forth in the following table, where the Exchange
Ratio is the ratio of the number of new Options to be issued to the number of
Qualifying Old Options to be surrendered:

Exercise Price of Qualifying Old Options Exchange Ratio
- ----------------------------------------- -------------------------------------------------------

$3.00 to $4.99 2 New Options for 3 Qualifying Old Options
$5.00 to $8.99 1 New Option for 2 Qualifying Old Options
$9.00 and above 1 New Option for 3 Qualifying Old Options

The New Options will be granted under, and will be subject to, the
terms and conditions of the 2000 Plan, or for certain employees residing
outside of the United States, under the 2000 Indian Plan, and will be subject
to the terms and conditions of the applicable plan and a new stock option
agreement between you and us. The exercise price of a New Option will be equal
to the fair market value of a share of BindView common stock, as defined in the
Plan, on the New Option Grant Date. No New Options will be granted for
fractional shares.

The number of shares subject to each New Option will be
proportionately adjusted for any stock splits, stock dividends and
recapitalizations with respect to shares of our common stock occurring after
the Rescission Offer Expiration Date.

If no eligible individual accepts this Rescission Offer, we will grant
New Options to purchase approximately 342,508 shares of our common stock. The
common stock issuable upon exercise of such New Options would equal
approximately 0.755% of the total shares of our common stock outstanding as of
April 30, 2003. The shares of common stock subject to returned options
originally granted under the 2000 Plan and the 2000 Indian Plan that were
accepted for exchange and cancelled are available for re-grant and issuance
under each respective Plan and will provide sufficient shares to cover the
number of shares needed for the grants of New Options that will be made in
connection with this Rescission Offer.

-21-

Terms of New Options. The New Options will be granted under either the
2000 Plan, or for certain employees residing outside of the United States,
under the 2000 Indian Plan, and will be evidenced by new stock option
agreements between us and each option holder who returned Qualifying Old
Options for Exchange and did not accept this Rescission Offer.

Each of the New Options will be a non-statutory stock option under the
U.S. federal income tax laws.

New Options issued to employees located outside the United States may
be subject to certain restrictions and limitations. As a result, an alternative
form of stock option agreement may be required for New Options issued to
employees located outside the United States.

The grant of New Options pursuant to this Rescission Offer will not
create any contractual or other right of option holders to receive any future
grants of stock options or benefits in lieu of stock options. The grant of
options will not form a part of compensation for purposes of calculating any
benefits upon termination of employment.

2000 Plan. The following description of the 2000 Plan is a summary of
the principal provisions of that document but is not complete. The description
is subject to, and qualified in its entirety by reference to, all provisions of
the 2000 Plan. The complete document, as most recently amended, has been filed
as Exhibit 10.44 to our annual report on Form 10-K filed with the U.S.
Securities and Exchange Commission on March 31, 2003. Please contact us at c/o
25th Floor Receptionist, 5151 San Felipe, Suite 2500, Houston, Texas 77056,
Attn: Kelly Gillespie (telephone: (713) 561-4000), to receive a copy of the
2000 Plan document. We will promptly furnish you a copy of this document at our
expense.

2000 Plan

General. The 2000 Plan is administered by BindView's Compensation
Committee (the "Committee"). The Committee, among other things, has the
discretion to determine which eligible individuals receive option grants or
stock awards, the time or times when those grants or awards are to be made, and
the number of shares subject to each such grant or award.

Share Reserve. An aggregate of 4,400,000 shares of common stock have
been reserved for issuance over the term of the 2000 Plan. The shares of common
stock issuable under the 2000 Plan may be drawn from shares of our authorized
but unissued common stock or from shares of our treasury shares. Shares subject
to any outstanding options under the 2000 Plan which expire or otherwise
terminate or are surrendered prior to exercise will be available for
reissuance.

Eligibility. Eligible persons are BindView employees or employees of a
BindView affiliate as the Committee will determine from time to time, so long
as such employees are not covered under the terms of Section 16b of the
Exchange Act. The Board of Directors may designate one or more individuals who
will not be eligible to received options or stock awards under the 2000 Plan.

Termination of Employment. Unless it is expressly provided otherwise
in the option agreement, options shall terminate one day less than three months
after severance of employment of the employee from BindView and all affiliates
for any reason, with or without cause, other than death, retirement under the
then established rules of BindView, or severance for disability. Whether
authorized leave of absence or absence on military or government service shall
constitute severance of the employment of the employee shall be determined by
the Committee at that time. If before the expiration of an option the employee
dies, retires in good standing or is severed from the employ of BindView as a
result of

-22-

becoming disabled, the options will become fully vested and will
continue until the earlier of the option's expiration date or one year
following the date of the employee's death, the employee's retirement or the
employee's severance from employment as a result of becoming disabled,
respectively.

Change in Capital Structure. The existence of outstanding options or
stock awards will not affect the right or power of BindView or its stockholders
to make or authorize any or all adjustments, recapitalizations, reorganizations
or other changes in BindView's capital structure. If BindView effects a
subdivision or consolidation of shares or other capital readjustments, the
payment of a stock dividend or other increase or reduction of the number of
shares of the stock outstanding, then the shares of stock subject to
outstanding options under the 2000 Plan will be adjusted. If a
recapitalization, reorganization, merger, consolidation, combination, exchange
or other relevant change in BindView's capital structure occurs, the 2000 Plan
provides that the Board of Directors, acting in its sole and absolute
discretion may effect one of several alternative methods of exchange,
adjustment, acceleration, termination or other appropriate adjustment. See
Section 5 for a more detailed description of such alternatives.

Amendment and Termination. The Board may amend terminate or suspend
the 2000 Plan at any time, in its sole and absolute discretion.

Options. The price of the shares of the stock purchased under an
option will be the fair market value of the shares of stock on the date the
option is granted. The options are exercisable, in whole or in part, as
provided in the option agreement, as long as the option is valid and
outstanding. Options will expire 10 years from the date the option is granted,
unless terminated earlier pursuant to the terms of the 2000 Plan.

If an employee is terminated from employment, the employee's options
will terminate one day before the expiration of three months after the
severance of employment of the employee from BindView. If before the expiration
of an option the employee dies, retires in good standing or is severed from the
employ of BindView as a result of becoming disabled, the options will become
fully vested and will continue until the earlier of the option's expiration
date or one year following the date of the employee's death, the employee's
retirement or the employee's severance from employment as a result of becoming
disabled, respectively.

Options under this Plan may be granted in substitution for stock
options held by employees of other corporations who are about to become
employees of or affiliated with BindView as a result of a merger or
consolidation of the employing corporation, an acquisition by BindView of the
assets of the employing corporation or an acquisition by BindView of stock of
the employing corporation.

Stock Awards. BindView may issue shares of restricted stock to an
eligible employee subject to the terms of a restricted stock agreement. The
restricted stock may be issued for no payment by the employee or for a payment
below the fair market value on the date of grant. The restricted stock will be
subject to restrictions as to sale, transfer, alienation, pledge or other
encumbrances and will be subject to vesting over a period of time specified in
the restricted stock agreement as determined by the Committee. Employees
receiving a stock award will be issued a stock certificate registered in the
name of the employee receiving the stock award and deposited together with a
stock power in blank with BindView. Each employee receiving a certificate will
have all the rights of a stockholder with respect to the shares of stock
included in the stock award during any period in which such shares are subject
to forfeiture and restrictions on transfer. At the end of the time period
during which any shares of restricted stock are subject to forfeiture and
restrictions, the shares will vest and will be delivered in a certificate, free
of all restrictions, to the employee or to the employees legal representative,
beneficiary or heir. The restrictions on the stock award may not extend beyond
10 years from the date of the stock award.

-23-

9. NEW OPTIONS WILL DIFFER FROM QUALIFYING OLD OPTIONS.

New Option Grant Date and Exercise Price. The New Options will be
granted on or shortly after (but not later than 30 days after) the first
trading day that is after the Rescission Offer Expiration Date (except in
certain countries which may require a delayed grant date). The exercise price
of the New Options will be equal to the closing sale price of our common stock
on the Nasdaq National Market (or such other market on which the shares are
principally traded or quoted) on the date of grant, provided that certain
countries may require a higher exercise price. If you are an employee located
outside the United States, you should obtain counsel from your financial or tax
advisor.

Vesting Schedule for New Options. The outstanding Qualifying Old
Options vest in accordance with various vesting schedules over a period of
years of service. You should check your option grant documentation to determine
the vesting schedule applicable to your outstanding option grants. Regardless
of the vesting provisions of any returned Qualifying Old Option, each New
Option issued in exchange will vest with respect to (1) 25% of the option
shares immediately upon issuance, and (2) the remaining option shares in equal
installments every three months of service thereafter over the following three
years, so that they will be 100% vested on the third anniversary of the New
Option Grant Date.

Accordingly, each New Option may have a more favorable or less
favorable vesting schedule than the Qualifying Old Option that it replaces.

10. INFORMATION CONCERNING BINDVIEW.

BindView delivers proactive network security-management software and
services to help secure, automate and lower the costs of managing information
technology infrastructures.

Our software helps safeguard our customers' computer networks from the
inside out, working to protect those networks from both internal and external
threats, while also helping to lower our customers' overall cost of ownership
through automation of numerous administrative tasks and security reporting
requirements.

Since our founding in 1990, more than 20 million licenses of our
software have been shipped worldwide to approximately 5,000 companies,
including more than 80 of the Fortune 100 and 24 of the largest 25 U.S. banks.

BindView was founded in May 1990 as a Texas corporation. Before 1995
we were known as The LAN Support Group, Inc. Our initial public offering was
completed in July 1998 and a follow-on offering in December 1998. On December
18, 1998, we acquired CuraSoft, Inc. ("CuraSoft"), a provider of automated
event management software. On March 1, 1999, we acquired Netect, Ltd.
("Netect"), a provider of corporate security software for Internet/Intranet
networks. On February 9, 2000, we acquired Entevo Corporation ("Entevo"), a
provider of directory management and migration software for Windows NT and
Windows 2000 environments.

The following table sets forth selected consolidated financial data
for BindView Development Corporation. The selected historical statement of
operations data for the years ended December 31, 2001

-24-

and 2002 and the selected historical balance sheet data as of December 31, 2001
and 2002 have been derived from the consolidated financial statements included
in our annual report on Form 10-K for the year ended December 31, 2002. The
information presented below should be read together with our consolidated
financial statements and the notes related thereto as well as the section of
our Form 10-K and our other reports entitled Management's Discussion and
Analysis of Financial Condition and Results of Operations. We have presented
the following data in thousands, except per share data.

YEAR ENDED DECEMBER 31,
2002 2001
--------- -------
STATEMENT OF OPERATIONS DATA:
Revenues:
Licenses................................. $ 37,238 $ 42,532
Services................................. 29,740 28,356
--------- ---------
66,978 70,888
Cost of revenues:
Licenses................................. 500 1,059
Services................................. 5,782 6,407
--------- ---------
6,282 7,466
Gross profit............................... 60,696 63,422
Operating costs and expenses:
Sales and marketing...................... 37,242 49,079
Research and development................. 19,219 22,668
General and administrative............... 7,932 14,600
Transaction and restructuring............ 3,002 6,594
Asset impairment......................... 276 1,979
--------- ---------
Operating income (loss).................... (6,975) (31,498)
Other income (expense), net................ 2,104 (2,859)
--------- ---------
Income (loss) before income taxes.......... (4,871) (34,357)
Provision (benefit) for income taxes....... 19,562 (10,211)
--------- ---------
Net loss................................... $ (24,433) $ (24,146)
========= =========

Loss per common share - basic and diluted $ (0.49) $ (0.47)
Shares used in computing loss per common
share - basic and diluted 50,319 51,438

DECEMBER 31,
2002 2001
-------- ------
(IN THOUSANDS)
BALANCE SHEET DATA:
Working capital............................ $ 26,309 $ 33,450
Total assets............................... 63,556 88,121
Long-term debt............................. -- --
Shareholders' equity....................... 35,426 63,809

See Section 17 for instructions on how you can obtain copies of our
SEC reports that contain the financial statements we have summarized above.

11. INTERESTS OF DIRECTORS AND OFFICERS; TRANSACTIONS AND ARRANGEMENTS
CONCERNING THE OPTIONS.

Members of our board of directors and our executive officers were not
eligible to participate in the Exchange Offer. Information regarding material
agreements, arrangements, or understandings, if any,

-25-

between the issuer and executive officers and directors can be found in our
Form 10-K, as amended, for our fiscal year ended December 31, 2002.

The following table sets forth information as of May 20, 2003 with
respect to (a) persons known to us to be beneficial owners of more than five
percent (5%) of the outstanding shares of BindView's common stock, and (b) our
executive officers and directors.

BENEFICIAL OWNER SHARES(1) PERCENTAGE(1)
---------------- --------- -------------
Kevin P. Cohn(2) 65,625 *
Peter T. Dameris -- *
Richard A. Hosley II(3) 100,000 *
Gary S. Margolis(4) 290,572 *
Edward L. Pierce(5) 263,315 *
Eric J. Pulaski(6) 8,954,450 19.21%
Robert D. Repass -- *
Armand S. Shapiro(7) 37,500 *
Third Point Management Company 2,590,300 5.6%
LLC/Daniel S. Loeb(8)
- ---------------
* Less than 1%

Notes:
(1) In accordance with the guidelines of the Securities and Exchange
Commission, each beneficial owner's percentage ownership is determined by
assuming that options held by such person and exercisable within 60 days have
been exercised. The numbers of shares and options held by persons listed
because of their status executive officers or directors are based on our
option-grant records; on public filings such as Form 3 and Form 4 filings; and
on information supplied by the named persons.

(2) Mr. Cohn is an executive officer of BindView. His listed holdings
include 65,625 shares of common stock that would be issued if he were to
exercise outstanding vested options.

(3) Mr. Hosley is a director of BindView. His listed holdings include
100,000 shares of common stock that would be issued if he were to exercise
outstanding vested options.

(4) Gary Margolis is an executive officer of BindView. His listed
holdings include 236,250 shares of common stock that would be issued if he were
to exercise outstanding vested options.

(5) Mr. Pierce is a director and a executive officer of BindView. His
listed holdings include 200,000 shares of restricted common stock that will
vest within 60 days and 40,625 shares of common stock that would be issued if
he were to exercise outstanding vested options.

-26-

(6) Mr. Pulaski is a director and an executive officer of BindView.
His listed holdings include 31,250 shares of common stock that would be issued
if he were to exercise outstanding vested options.

(7) Mr. Shapiro is a director of BindView. His listed holdings include
37,500 shares of common stock that would be issued if he were to exercise
outstanding vested options.

(8) Information for Third Point Management BindView LLC ("Third
Point") and Daniel S. Loeb ("Loeb") is based on a Schedule 13D filed on
February 13, 2003 which lists Third Point and Loeb as Reporting Persons.

12. STATUS OF OPTIONS ACQUIRED BY US IN THE RESCISSION OFFER; ACCOUNTING
CONSEQUENCES OF THE RESCISSION OFFER.

All Qualifying Old Options that were accepted for exchange have been
cancelled, and therefore are available for re-grant and issuance under their
respective Plan and will fund the reserve required to carry out the option
exchange that is the subject of this Rescission Offer. To the extent those
shares exceed the reserve necessary for issuance upon the exercise of the New
Options to be granted in connection with this Rescission Offer, those excess
shares will be available for future awards to employees and other eligible plan
participants.

We will incur a compensation expense as a result of the Exchange
Offer, but we do not believe that such compensation expense will be material.

13. LEGAL MATTERS; REGULATORY APPROVALS.

We are not aware of any license or regulatory permit that appears to
be material to our business that might be adversely affected by our exchange of
options and our grant of New Options, or of any approval or other action by any
government or governmental, administrative or regulatory authority or agency,
domestic or foreign, that would be required for the acquisition or ownership of
our options as contemplated herein. Should any such approval or other action be
required, we presently contemplate that we will seek such approval or take such
other action. We are unable to predict whether we may determine that we are
required to delay the issuance of New Options pending the outcome of any such
matter. We cannot assure you that any such approval or other action, if needed,
would be obtained or would be obtained without substantial conditions or that
the failure to obtain any such approval or other action might not result in
adverse consequences to our business.

14. MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES.

The following is a general summary of the material U.S. federal income
tax consequences applicable to the return and exchange of options pursuant to
this Rescission Offer and the grant of New Options. This discussion is based on
the U.S. Internal Revenue Code, the relevant legislative history, Treasury
Regulations thereunder and administrative and judicial interpretations thereof
as of the date of this Rescission Offer, all of which are subject to change,
possibly on a retroactive basis. This summary does not discuss all of the tax
consequences that may be relevant to you in light of your particular
circumstances, nor is it intended to be applicable in all respects to all
categories of option holders, including our employees who are not U.S. citizens
or treated as resident aliens for U.S. federal income tax purposes. No advance
tax ruling has been sought or obtained from the IRS regarding the U.S. federal
income tax consequences of any of the transactions described herein.

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Qualifying Old Option holders who are subject to taxation in countries
other than the United States, whether by reason of their nationality, residence
or otherwise, should consult with their individual tax advisors as to the
consequences of their participation in this Rescission Offer.

Exchange of Options for New Options. If you exchanged outstanding
options for New Options, you should not be required to recognize income for
U.S. federal income tax purposes at the time of the exchange. The exchange
should be treated as a non-taxable exchange.

Grant of New Options. You should not be required to recognize any
income for U.S. federal income tax purposes when the New Options are granted to
you. The grant of the New Options should not be a taxable event.

Incentive Stock Options. You should not be subject to current income
tax if you elect to accept this Rescission Offer to withdraw your Qualifying
Old Options (to the extent that the Qualifying Old Options are incentive stock
options) from the Exchange. We do not believe that if you accept this
Rescission Offer there will be a change to any of the terms of your eligible
incentive stock options

The IRS will likely characterize the Exchange Offer as a
"modification" of those incentive stock options that are Exchanged. Thus, if
you do not accept this Rescission Offer, the portion of your incentive stock
options that are Exchanged would be treated as non-statutory stock options.

Exercise of New Options. The New Options received in the Exchange will
be non-statutory stock options under the U.S. federal tax laws.

When a non-statutory stock option is exercised, you will generally
recognize taxable income for U.S. federal income tax purposes equal to the
excess of (i) the fair market value of the purchased shares at the time of
exercise over (ii) the exercise price paid for those shares, and you must
satisfy the applicable withholding taxes with respect to such income. The
subsequent sale of the shares acquired pursuant to the exercise of your
non-statutory stock option generally will give rise to capital gain or loss
equal to the difference between the sum of cash plus the fair market value of
all other property received upon the sale of the shares, and the sum of the (i)
exercise price paid for the shares plus (ii) the taxable income previously
recognized in connection with the acquisition of those shares. The gain or loss
will be long-term if, at the time of such disposition, the holding period for
the transferred shares is more than one (1) year.

YOU ARE URGED TO CONSULT YOUR OWN TAX ADVISOR WITH RESPECT TO THE U.S.
FEDERAL, STATE AND LOCAL TAX CONSEQUENCES OF PARTICIPATING IN THIS RESCISSION
OFFER OR THE EXCHANGE OFFER, INCLUDING THE APPLICABILITY OF ANY FEDERAL, STATE,
LOCAL OR FOREIGN TAX LAWS, AND ANY CHANGES (OR PROPOSED CHANGES) IN APPLICABLE
TAX LAWS OR INTERPRETATIONS THEREOF.

15. EXTENSION OF RESCISSION OFFER; TERMINATION; AMENDMENT.

We expressly reserve the right, in our discretion, at any time and
from time to time, and regardless of whether or not any event set forth in
Section 6 has occurred or is deemed by us to have occurred, to extend the
period of time during which this Rescission Offer is open by giving oral or
written notice of such extension to the option holders and making an
announcement thereof.

We also expressly reserve the right, in our judgment, at any time
prior to the Rescission Offer Expiration Date, to terminate this Rescission
Offer upon the occurrence of any of the conditions specified

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in Section 6, by giving oral or written notice of such termination or
postponement to the option holders and making an announcement thereof.

Subject to compliance with applicable law, we further reserve the
right, in our discretion, and regardless of whether any event set forth in
Section 6 has occurred or is deemed by us to have occurred, to amend this
Rescission Offer in any respect.

Amendments to this Rescission Offer may be made at any time and from
time to time by announcement of the amendment. In the case of an extension, the
amendment will be issued no later than 9:00 a.m., Central Time, on the next
business day after the last previously scheduled or announced Rescission Offer
Expiration Date. Any public announcement made pursuant to this Rescission Offer
will be disseminated promptly to option holders in a manner reasonably
designated to inform option holders of such change.

If we materially change the terms of this Rescission Offer or the
information concerning this Rescission Offer, or if we waive a material
condition of this Rescission Offer or the Exchange Offer, we will extend this
Rescission Offer to the extent required by Rules 13e-4(d)(2) and 13e-4(e)(3)
under the Securities Exchange Act. These rules require that the minimum period
during which the Rescission Offer must remain open following material changes
in the terms of this Rescission Offer or information concerning this Rescission
Offer, other than a change in price or a change in percentage of securities
sought, will depend on the facts and circumstances, including the relative
materiality of such terms or information.

16. FEES AND EXPENSES.

We will not pay any fees or commissions to any broker, dealer or other
person for soliciting exchanges of options pursuant to this Rescission Offer.

17. ADDITIONAL INFORMATION.

We are filing with the SEC a Tender Offer Statement on Schedule TO, of
which this Offer to Exchange is a part, with respect to this Rescission Offer
and the Exchange Offer. This Rescission Offer and the Exchange Offer do not
contain all of the information contained in the Schedule TO and the exhibits to
the Schedule TO. We recommend that you review the Schedule TO, including its
exhibits, and the following materials which we have filed with the SEC before
making a decision on whether to accept this Rescission Offer:

1. our annual report on Form 10-K for our fiscal year ended
December 31, 2002, filed with the SEC on March 31, 2003, as
amended by Form 10-K/A, filed with the SEC on April 30, 2003;

2. our quarterly report on Form 10-Q for the fiscal quarter
ended March 31, 2003, filed with the SEC on May 15, 2003;

3. our current report on Form 8-K filed on February 3, 2003;

4. the description of our common stock included in our
registration statement on Form 8-A filed with the SEC on July
23, 1998, including any amendments or reports we file for the
purpose of updating that description; and

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5. the description of our preferred share purchase rights
contained in our registration statement on Form 8-A filed
with the SEC on September 20, 2001, including any amendments
or reports we file for the purpose of updating that
description.

These filings, our other annual, quarterly and current reports, our
proxy statements and our other SEC filings may be examined, and copies may be
obtained, at the following SEC public reference rooms:

450 Fifth Street, N.W. 500 West Madison Street
Room 1024 Suite 1400
Washington, DC 20549 Chicago, IL 60661

You may obtain information on the operation of the public reference
rooms by calling the SEC at 1-800-SEC-0330. Our SEC filings are also available
to the public on the SEC's Website at www.sec.gov.

Our Common Stock is quoted on the Nasdaq National Market under the
symbol "BVEW" and our SEC filings can be read at the following Nasdaq address:

Nasdaq Operations
1735 K Street, N.W.
Washington, D.C. 20006

We will also provide without charge to each person to whom a copy of
the Offer to Exchange is delivered, upon the written or oral request of any
such person, a copy of any or all of the documents to which we have referred
you, other than exhibits to such documents (unless such exhibits are
specifically incorporated by reference into such documents). Requests should be
directed to:

BindView Development Corporation
Attention: Investor Relations Department
5151 San Felipe, Suite 2500
Houston, Texas 77056

or by contacting D. C. Toedt, Vice President, General Counsel, and Secretary,
at (713) 561-4000.

As you read the foregoing documents, you may find some inconsistencies
in information from one document to another. If you find inconsistencies
between the documents, or between a document and this Rescission Offer, you
should rely on the statements made in the most recent document.

The information contained in this Rescission Offer about BindView
should be read together with the information contained in the documents to
which we have referred you.

18. MISCELLANEOUS.

This Rescission Offer and our SEC reports referred to above include
"forward-looking statements". When used in this Rescission Offer, words such as
"anticipates," "expects," "intends," "plans," "believes," "seeks," "estimates,"
"may," "will" and variations of these words or similar expressions are intended
to identify forward-looking statements. In addition, any statements that refer
to expectations, projections or other characterizations of future events or
circumstances, including any underlying assumptions, are forward-looking
statements. These statements speak only as of the date hereof. Such information
is subject to change, and we will not necessarily inform you of such changes.
These statements are not guarantees of future performance and are subject to
risks, uncertainties and

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assumptions that are difficult to predict. Therefore, our actual results could
differ materially and adversely from those expressed in any forward-looking
statements as a result of various factors.

Important factors that may cause such a difference for BindView in
connection with the stock option exchange program include, but are not limited
to, the accounting treatment of the program; changes in the trading price of
our common stock during the program and in the period between the cancellation
of returned options and the issuance of New Options under the program;
anticipated net losses, unpredictability of future revenues, economic
conditions and stock market valuations affecting our target markets, potential
fluctuations in quarterly operating results, lack of improvement in information
technology spending, failure to achieve the desired results of our current
restructuring initiatives, seasonal fluctuations in revenues which may cause
volatility in our stock price, our failure to remain competitive, and other
risks indicated in our filings with the SEC.

Our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, recent
Current Reports on Forms 8-K and 8-K/A, and other SEC filings discuss some of
the important risk factors that may affect our business, results of operations
and financial condition. We strongly recommend that you review these filings.
We undertake no obligation to revise or update publicly any forward-looking
statements for any reason.

The safe harbor for forward-looking statements contained in the
Securities Litigation Reform Act of 1995 protects companies from liability for
their forward-looking statements if they comply with the requirements of the
act. The act does not provide this protection for transactions such as this
Rescission Offer, to the extent it constitutes a tender offer, and may not be
available for our forward-looking statements contained in this Rescission
Offer.

We are not aware of any jurisdiction where the making of this
Rescission Offer is not in compliance with applicable law. If we become aware
of any jurisdiction where the making of this Rescission Offer is not in
compliance with any valid applicable law, we intend to make a good faith effort
to comply with such law. If, after such good faith effort, we cannot comply
with such law or we determine that further efforts to comply are not advisable,
this Rescission Offer will not be made to, nor will tenders be accepted from or
on behalf of, the option holders residing in such jurisdiction.

WE HAVE NOT AUTHORIZED ANYONE TO GIVE YOU ANY INFORMATION OR TO MAKE
ANY REPRESENTATIONS IN CONNECTION WITH THIS RESCISSION OFFER OTHER THAN THE
INFORMATION AND REPRESENTATIONS CONTAINED IN (I)THIS DOCUMENT, (II) IN THE
RELATED NOTICE OF WITHDRAWAL FORM, OR (III) THE ANSWERS TO QUESTIONS, IF ANY,
POSTED ON OUR INTERNAL WEB SITE. IF ANYONE MAKES ANY REPRESENTATION TO YOU OR
GIVES YOU ANY INFORMATION DIFFERENT FROM THE REPRESENTATIONS AND INFORMATION
CONTAINED HEREIN OR AS SET FORTH IN THE PREVIOUS SENTENCE, YOU MUST NOT RELY
UPON THAT REPRESENTATION OR INFORMATION AS HAVING BEEN AUTHORIZED BY US. WE
HAVE NOT AUTHORIZED ANY PERSON TO MAKE ANY RECOMMENDATION ON OUR BEHALF AS TO
WHETHER YOU SHOULD WITHDRAW YOUR OPTIONS FROM THE EXCHANGE PURSUANT TO THIS
RESCISSION OFFER. YOU SHOULD RELY ONLY ON THE REPRESENTATIONS AND INFORMATION
CONTAINED IN THIS DOCUMENT OR TO WHICH WE HAVE REFERRED YOU.

BindView Development Corporation May 30, 2003

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