NOVADIGM INC
EXHIBIT 10.23
<DOCUMENT>
<TYPE>EX-10.23
<SEQUENCE>5
<FILENAME>f82158exv10w23.txt
<DESCRIPTION>EXHIBIT 10.23
<TEXT>
<PAGE>
                                                                   EXHIBIT 10.23

                                 PROMISSORY NOTE

                                                                  April 17, 2002

                                                                     $524,709.00

        For value received, the undersigned promises to pay to Novadigm, Inc., a
Delaware corporation (the "Company"), the principal sum $524,709.00 with simple
interest thereon at the rate of 2.88% per annum, compounded annually, on the
unpaid balance of the principal sum. Said principal and interest shall be due on
October 16, 2002.

        Should the undersigned fail to make full payment of any installment of
principal or interest for a period of 45 days or more after the due date
thereof, the whole unpaid balance on this Note of principal and interest shall
become immediately due at the option of the holder of this Note.

        This Note is subject to the terms of the Security Agreement, dated as of
April 17, 2001. This Note is secured by a pledge of the Company's Common Stock
under the terms of a Security Agreement dated April 17, 2001, and is subject to
all the provisions thereof.

        The holder of this Note shall have full recourse against the
undersigned, and shall not be required to proceed against the collateral
securing this Note in the event of default.

        In the event the undersigned shall cease to be an employee of the
Company for any reason, this Note shall, at the option of the Company, be
accelerated, and the whole unpaid balance on this Note of principal and accrued
interest shall be immediately due and payable.

        Principal payable in lawful money of the United States of America. THE
PRIVILEGE IS RESERVED TO PREPAY ANY PORTION OF THIS NOTE AT ANY TIME.

        Should suit be commenced to collect this Note or any portion thereof,
such sum as the Court may deem reasonable shall be added hereto as attorneys'
fees. The maker waives presentment for payment, protest, notice of protest and
notice of non-payment of this Note.


                                        /s/ Wallace D. Ruiz
                                        ----------------------------------------
                                        Wallace D. Ruiz





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