NEITHER THIS WARRANT NOR ANY SHARES OF COMMON STOCK ISSUABLE UPON THE

EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF

1933, AS AMENDED (THE "SECURITIES ACT"). SUCH SECURITIES HAVE BEEN ACQUIRED

FOR INVESTMENT AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR

ASSIGNED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT FOR THE

SECURITIES UNDER THE SECURITIES ACT, UNLESS THE HOLDER HEREOF SHALL HAVE

DELIVERED TO THE ISSUER A WRITTEN OPINION OF COUNSEL, IN FORM, SUBSTANCE

AND SCOPE REASONABLY ACCEPTABLE TO THE ISSUER, TO THE EFFECT THAT SUCH

SECURITIES ARE BEING OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED

PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT;

PROVIDED, HOWEVER, THAT SUCH OPINION OF COUNSEL WILL NOT BE REQUIRED BY THE

COMPANY FOR ANY DISPOSITIONS MADE BY THE HOLDER (1) TO ANY OF ITS

AFFILIATES (AS SUCH TERM IS DEFINED IN RULE 405 PROMULGATED UNDER THE

SECURITIES ACT) OR (2) PURSUANT TO RULE 144 PROMULGATED UNDER THE

SECURITIES ACT, PROVIDED THAT PRIOR TO SUCH DISPOSITION THE COMPANY

RECEIVES FROM THE HOLDER AND THE RELEVANT BROKER, IF APPLICABLE, SUCH

CERTIFICATIONS AS ARE NECESSARY FOR THE COMPANY TO CONFIRM THAT SUCH

DISPOSITION IS EXEMPT FROM REGISTRATION PURSUANT TO RULE 144 OR OTHERWISE,

AS THE CASE MAY BE. FURTHERMORE, THIS WARRANT MAY ONLY BE SOLD, TRANSFERRED

OR ASSIGNED TO AN AFFILIATE OF HEWLETT-PACKARD COMPANY.





                               NOVADIGM, INC.



                      WARRANT TO PURCHASE COMMON STOCK



Warrant Number:                     1



Number of Shares:                   250,000 Shares of Common Stock

                                    (subject to adjustment as provided herein)



Original Date of Issuance:          June 30, 2000



FOR VALUE RECEIVED, Hewlett-Packard Company, the registered holder hereof

or its permitted assigns ("HOLDER"), is entitled, subject to the terms set

forth below, to purchase from Novadigm, Inc., a Delaware corporation (the

"COMPANY"), upon surrender of this Warrant, at any time or times on or

after the date hereof, but not after 5:00 P.M., Pacific Time, on the date

three years from the commencement of the Milestone Period (as hereinafter

defined) (the "EXPIRATION DATE") Two Hundred Fifty Thousand (250,000) fully

paid and nonassessable shares of common stock, $0.001 par value per share

(the "COMMON STOCK"), of the Company (the "WARRANT SHARES") at the exercise

price per Warrant Share equal to $20.875, subject to adjustment as set

forth herein (the "EXERCISE Price"). This Warrant is issued pursuant to the

terms of the Alliance Agreement (the "ALLIANCE AGREEMENT"), dated as of

June 30, 2000, between the Company and Hewlett-Packard Company ("HP").



         Section 1.  Exercise Price.



                  (a) If, during the Milestone Period (as hereinafter

defined), the Company receives an aggregate of $15,000,000 (the "LICENSE

REVENUES MILESTONE") in license revenues (which revenues shall not include

any revenues from fees charged by the Company for installation,

maintenance, support or other services or training of, or with respect to,

the licensed products) as a result of the reference-selling by HP of

licenses to use the Company's products pursuant to Section 5.6 of the

Alliance Agreement (which reference-selling is documented pursuant to

Section 6.3(c) of the Alliance Agreement), then the Exercise Price shall be

reduced to $0; provided, however, that license revenues received by the

Company from existing customers of HP referred directly to the Company by

HP (and not through reference-selling by HP pursuant to Section 5.6 of the

Alliance Agreement) during the period from the date hereof to the date on

which Milestone Period begins, shall be credited to the License Revenues

Milestone. For purposes hereof, the "MILESTONE PERIOD" means the period

beginning on the date as of which the Company has employed two (2) of the

five (5) pairs of sales representatives and technical consultants it is

required to employ pursuant to Section 3.2 of the Alliance Agreement and

ending twelve (12) months thereafter. The Company shall promptly notify HP

in writing of the commencement of the Milestone Period.



                  (b) Within thirty (30) days of the end of the Milestone

Period, the Company shall deliver to HP written notice of whether the

License Revenues Milestone has been met. In the event that the Company

determines that the License Revenues Milestone has not been met and HP

disagrees with such determination, HP shall deliver written notice to the

Company, within thirty (30) days of the date of the Company's notice, that

it intends to conduct an audit of the records maintained by the Company

pursuant to Section 5.2(d) of the Alliance Agreement. Thereafter, HP shall

select an independent certified public accounting firm (the "HP ACCOUNTING

Firm"), and the Company shall allow the HP Accounting Firm, at HP's sole

expense, to inspect such records and make a determination, within thirty

(30) days of the date of HP's notice, of whether the License Revenues

Milestone has been met. In the event that the HP Accounting Firm determines

that the License Revenues Milestone has been met, the Company and HP shall

select a mutually agreeable independent public accounting firm (which

accounting firm shall not be the HP Accounting Firm or an accounting firm

which conducts audits of the financial statements of the Company or HP)

(the "INDEPENDENT ACCOUNTING FIRM"), and the Company shall allow the

Independent Accounting Firm, with the expenses thereof shared equally by

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