AGREEMENT, effective as of the 22nd day of May, 2002, by and between

Netegrity, Inc., a Delaware corporation (the "Company"), and Barry Bycoff, an

individual residing at 3 Kress Farm Road, Hingham, Massachusetts (the

"Executive").



           WHEREAS, the Company desires to engage the full-time services of the

Executive;



           WHEREAS, the Executive desires to be so employed by the Company; and



           WHEREAS, the Company desires to be assured that the unique and expert

services of the Executive will be available to the Company on such full-time

basis, and that the Executive is willing and able to render such services on the

terms and conditions hereinafter set forth.



           NOW, THEREFORE, in consideration of such employment and the mutual

covenants and promises herein contained, and for other good and valuable

consideration, the receipt and sufficiency of which are hereby acknowledged, the

Company and the Executive agree as follows:



           Section 1. EMPLOYMENT. The Company hereby employs the Executive as

its President and Chief Executive Officer, and the Executive hereby accepts such

employment under and subject to the terms and conditions hereinafter set forth.

The Executive further agrees to serve as a member and as Chairman of the Board

of Directors (the "Board") of the Company if elected or appointed to such office

in accordance with the Company's By-Laws.



           Section 2. TERM. Unless sooner terminated as provided in Section 9,

the term of employment under this Agreement shall begin on the date first

written above and shall conclude on third anniversary thereof (the "Term")

subject to automatic renewals for







additional one (1) year terms unless terminated by the Company upon ninety (90)

days notice prior to the end of the Term or any renewal term.



           Section 3. DUTIES. The Executive shall serve as President and Chief

Executive Officer, and he shall perform additional duties consistent with the

offices of President and Chief Executive Officer as the Board of Directors of

the Corporation may reasonably assign to him from time to time. The Executive

hereby agrees to devote his full business time and best efforts to the faithful

performance of such duties and to the promotion and forwarding of the business

and affairs of the Company for the Term. Notwithstanding any provision herein to

the contrary, the Executive shall not be precluded from performing services for

another company in the capacity as a member of its Board of Directors, or for a

charitable or industry organization, provided the Executive complies fully with

the provisions of Section 8 herein below and such performance does not impair

Executive's performance of duties hereunder.



           Section 4. SALARY COMPENSATION. In consideration of the services

rendered by the Executive under this Agreement, the Company shall pay the

Executive an initial base salary (the "Base Salary") at the rate of Three

Hundred Seventy-Five Thousand Dollars ($375,000) per calendar year, which Base

Salary shall be subject to an annual review by, and to an increase in the sole

discretion of, the Compensation Committee of the Board of Directors of the

Company (the "Compensation Committee"). The Base Salary shall be paid in such

installments and at such times as the Company pays its regularly salaried key

executive employees, and the Board may change the Base Salary from time to time

in its sole discretion; provided, however, that in no event shall the Base

Salary for any calendar year be less than the Base Salary in effect for the

immediately prior calendar year.







           Section 5. BONUS COMPENSATION. The Executive shall be entitled to

participate in the Company bonus plan, pursuant to which he may receive an

amount up to seventy-five percent (75%) of his Base Salary compensation

("Eligible Bonus"), such bonus to be payable in accordance with performance

milestones mutually agreed to by the Executive and the Compensation Committee

prior to each fiscal year.



           Section 6. FRINGE BENEFITS. As a key executive employee of the

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