<PAGE>   1
                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-K

(Mark One)

[X]     ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
        ACT OF 1934
                   For the fiscal year ended December 31, 1999

                                       OR

[  ]    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIES
        EXCHANGE ACT OF 1934


                         Commission File Number 0-20634
                     INFORMATION RESOURCE ENGINEERING, INC.
             (Exact name of registrant as specified in its charter)

<TABLE>
<S>                                                                                   <C>
                    DELAWARE                                                               52-1287752
                    --------                                                               ----------
        (State or other jurisdiction of                                                   (IRS Employer
         incorporation or organization)                                                Identification No.)

              8029 CORPORATE DRIVE
              BALTIMORE, MARYLAND                                                             21236
              -------------------                                                             -----
    (Address of principal executive offices)                                               (Zip Code)

</TABLE>
       Registrant's telephone number, including area code: (410) 931-7500

      Securities registered under Section 12 (b) of the Exchange Act: NONE

         Securities registered under Section 12 (g) of the Exchange Act:

<TABLE>
<S>                                                                               <C>
                                                                                          NAME OF EACH
              TITLE OF EACH CLASS                                                 EXCHANGE ON WHICH REGISTERED
              -------------------                                                 ----------------------------
         Common Stock, $.01 par value                                                Nasdaq National Market

</TABLE>

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.                              Yes [ X ] No [ ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ X ]

The aggregate market value of the Common Stock issued and outstanding and held
by non-affiliates of the Registrant, based upon the closing price for the Common
Stock on the Nasdaq National Market on March 20, 2000, was approximately
$166,710,000. All executive officers and directors of the registrant have been
deemed, solely for the purpose of this calculation, to be "affiliates" of the
registrant. This determination of the affiliate status is not necessarily
conclusive.

The number of shares of the registrant's Common Stock outstanding as of March
20, 2000 was 6,654,146.


                       DOCUMENTS INCORPORATED BY REFERENCE
Part III incorporates information by reference from the registrant's proxy
statement for the Annual Meeting of Shareholders, which proxy statement in
definitive form will be filed no later than 120 days after the close of the
registrant's fiscal year ended December 31, 1999.

<PAGE>   2




INFORMATION REGARDING FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K, the exhibits hereto and the information
incorporated by reference herein contain "forward-looking statements" within the
meaning of Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended. Forward-looking
statements usually contain the words "estimate," "anticipate," "expect" or
similar expressions. All forward-looking statements are inherently uncertain as
they are based on various expectations and assumptions concerning future events
and they are subject to numerous known and unknown risks and uncertainties.
These uncertainties could cause actual results to differ materially from those
expected for the reasons set forth below under Trends and Uncertainties. Readers
are cautioned not to place undue reliance on these forward-looking statements,
which speak only as of the date hereof. Information Resource Engineering, Inc.
undertakes no obligation to publicly release any revisions to "forward looking
statements" to reflect events or circumstances after the date of this report is
filed with the Securities and Exchange Commission or to reflect the occurrence
of anticipated events.


PART I

ITEM 1. BUSINESS
================================================================================

COMPANY
--------------------------------------------------------------------------------
Information Resource Engineering, Inc. (IRE) was originally incorporated in
Maryland on April 7, 1983 under the name "Industrial Resource Engineering, Inc."
IRE reincorporated under its present name in Delaware by merging with its
subsidiary in March 1989. We completed our initial offering in October of 1989
and our secondary offering in October of 1992. IRE's executive offices are
located at 8029 Corporate Drive, Baltimore, MD 21236. Our main telephone line is
410.931.7500 and website address is www.ire.com.


GENERAL
--------------------------------------------------------------------------------

Overview
IRE is a leading provider of Virtual Private Network (VPN) technology and
solutions for secure business communications. We offer both Original Equipment
Manufacture (OEM) technology and end-user products for VPN and e-commerce
applications. IRE's European subsidiary, GRETACODER Data Systems AG (GDS),
designs, manufactures and markets enterprise communications security technology
for the enterprise market. An ISO 9001 certified operation, GDS focuses its
product technology on encryption, authentication, transaction security and
secure remote access.

Since our inception in 1983, IRE has been providing network security solutions
worldwide for financial, enterprise, telecommunications and government use.
IRE's SafeNet(TM) technology and product line has enjoyed broad market
acceptance through both the end-user and OEM VPN markets. A VPN, simply put, is
a communications system that uses strong encryption and authentication to create
private "tunnels" through the Internet or other shared networks, allowing
businesses to take advantage of the lowest cost network without exposing their
business communications. VPN technology has been a core competency of IRE for
over a decade and remains a principal focus of IRE.

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VPNs have become one of the most sought after sectors in the networking
communications industry. The tremendous growth of the Internet and the
applications surrounding this pervasive public network has increased the need
for VPN products and technology around the world.

IRE's SafeNet products are used by 13 of the country's top 15 banks (based on
the study done by International Marketing Association on the country's top
banks), government agencies such as the Internal Revenue Service (IRS), the
U.S.Treasury, and Fortune 1000 companies. Our SafeNet Technology has been
adopted by network leaders like Cisco Systems, Lucent Technologies, 3Com
Corporation, Cabletron Systems and Nortel Networks.

During IRE's fiscal year 1999, its SafeNet technology and products made strides
in its goal in becoming an industry-leading standard in VPN technology. The
SafeNet DSP, "Internet Security System on a Chip", was chosen by leaders such as
Cisco, Cabletron and Nortel. SafeNet/Soft-PK(TM), IRE's award-winning Internet
Protocol Security Standard (IPSec) VPN Client was chosen by organizations
including 3Com, Network Alchemy, Internet Dynamics, Cisco, and Netscreen
Technologies. Our SafeNet Product line was chosen by vendors including the IRS
and Mitsubishi Corp. GDS clients include the financial institutions, government
agencies such as Union Bank of Switzerland, Swiss Interbank Clearing, SWIFT,
European Payment Systems Services, Societa Interbancaria per l'Automazione
S.p.A., and Swiss Securities Clearing Operation.

Beginning in 2000, IRE reorganized its U.S. operations into two separate
business units focused on the OEM and end-user segments in the VPN market. Our
extensive end-user and OEM customer base has given us an inside track into the
needs of users and is driving our product development. GDS is currently
transitioning from its legacy products base in to selling and manufacturing
security for Internet Protocol (IP) networks. To accelerate this transition, GDS
recently licensed source code from IRE for SafeNet/Soft-PK.

IRE's revenues for Fiscal Year 1999 were $18.9 million compared with $23.2
million for Fiscal Year 1998. The difference in revenues was due to a decrease
in legacy product sales.

INDUSTRY BACKGROUND
--------------------------------------------------------------------------------

The VPN Market
A VPN is a communications system using strong encryption that creates a private
"tunnel" through the Internet and other communications systems, assuring
authentication of users and privacy of information. This allows businesses to
use the lowest cost network without exposing their business communications. A
VPN can allow an organization's employees to access company-confidential
information over an intranet, or allow trading partners access to a company
extranet for secure business-to-business electronic commerce applications. A
leading market research firm predicts that by the year 2003, the VPN Market will
reach 30 billion dollars.

VPNs also allow organizations to use public networks for their communications
backbone. This is achieved by protecting the data traffic with data
communications security technology such as: encryption, message authentication,
user authentication, and firewall technology. Since public networks are much
cheaper than private leased lines and dedicated frame relay networks,
corporations can generally achieve substantial cost savings by using VPNs while
taking advantage of the global availability and access to the Internet. With the
increasing use of public and private communications networks and the ability of
different types of computers to communicate with each other, data integrity and
security have gained increased importance.

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Secure VPNs have three key uses: secure remote access, secure site-to-site
connections and secure extranet connections.

Remote access demands are growing rapidly. There are an increasing number of
organizations with employees who are telecommuters and road-warriors. According
to a leading market research firm, 85% of corporations plan to implement remote
access VPNs by 2001. Site-to-site VPNs connect an organization's branch offices
and other smaller offices together. The cost of connecting offices securely over
the Internet versus leased lines is significantly less. Research indicates that
78% of businesses plan to implement site-to-site VPNs. Extranets allow
organizations to connect securely across network connections to their suppliers,
vendors, customers and business partners. Research shows that 58% of businesses
plan to implement extranet VPNs.

Management believes that the market for security systems and products providing
VPN solutions has grown over the last several years due to an increase in the
use of the Internet for business communications and electronic commerce
applications such as work-at-home arrangements or telecommuting, electronic
mail, satellite offices connected to a central computer, electronic funds
transfer, electronic data interchange with clients, suppliers and business
partners and numerous other arrangements. The popularity and associated usage of
the Internet has increased the requirements for VPN technology and products to
ensure secure "intra" and "inter" company communications.

VPNs are fueling the growth of e-business or business to business online
applications. Growth in this area has been significant and Management believes
it will continue to grow in the future.


PRODUCTS
--------------------------------------------------------------------------------
IRE's VPN product and technology offerings include software and hardware
products, dedicated solutions, and embedded technology for the OEM market. This
comprehensiveness has enabled us to meet customers' needs across different
industries. Our approach to providing VPN solutions differs from many other VPN
vendors who focus only on dedicated products. Our strong focus on embedded
technology demonstrates our understanding of what organizations require to
implement an effective and deployable VPN solution.

SafeNet OEM Technology/Products:
SAFENET/SOFT-PK(TM)
SafeNet/Soft-PK is an IPSec-certified, interoperable VPN software product for
Windows 95, 98, and NT 4.0 that allows secure client-to-client or
client-to-gateway communication over TCP/IP networks, including the Internet.
The security services offered by SafeNet/Soft-PK include confidentiality via
encryption, packet integrity and authentication via keyed hash, and identity
authentication via Digital Signatures and X.509 certificates, exchanged during
key negotiation. Latest release features include compression and the Certificate
Enrollment Protocol (CEP).

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SafeNet/Soft-PK is one of only two client software products to be awarded IPSec
certification from the International Computer Security Association (ICSA). It is
approved for deployment by the Automotive Industry Action Group (AIAG)
Automotive Network eXchange(R) (ANX) initiative and is being private-labeled by
major communications vendors including Cisco Systems, 3Com Corporation, Network
Alchemy and Lucent Technologies. SafeNet/Soft-PK was recently named "Best
Security Solution" by Solutions Integrator's SI Impact Awards and "Product of
the Year" in the VPN category by Internet Telephony Magazine.

SAFENET/VPN POLICY MANAGER(TM)
Launched on January 31, 2000, SafeNet/VPN Policy Manager(TM) is a Windows NT
application that provides comprehensive policy management for IRE's
SafeNet/Soft-PK(TM) VPN Client. SafeNet/VPN Policy Manager simplifies deployment
of SafeNet/Soft-PK and enables centralized management of security policies.
SafeNet/VPN Policy Manager provides a simple and flexible way to install and
manage large quantities of VPN clients, while keeping security policy
transparent to the end user. Full compliance with industry standards ensures
interoperability with other networking products, another feature critical to the
successful deployment of VPNs. SafeNet/VPN Policy Manager's first customer is
3Com Corporation.

SAFENET DSP(TM)
SafeNet DSP (TM) is a hardware acceleration device that is embedded into
networking equipment such as routers, firewalls, switches to enable highly
secure Virtual Private Networking. Co-developed with Analog Devices, Inc., this
IPSec-compliant encryption solution delivers the highest performance and
strongest security solution for networking, server, and telecommunications
companies.

The SafeNet DSP provides hardware acceleration of all cryptographic operations
required for IPSec, L2TP, Link-level Encryption, etc. These operations include
DES and triple-DES encryption, SHA-1 and MD5 secure hash, HMAC, Diffie-Hellman,
RSA, DSA public key acceleration, and true random number generation. SafeNet DSP
also incorporates a comprehensive security model and an embedded crypto library
that facilitates designing a truly secure VPN product. Leading networking
vendors such as Cisco Systems, Cabletron Systems and Nortel Networks have
embedded SafeNet DSP into their product line.

SAFENET/CRYPTSET(TM)
SafeNet/Cryptset is a high throughput chipset that allows ATM, Fast Ethernet and
T-3 Communications.

SAFENET/CRYPTPCI(TM)
The SafeNet/CryptPCI card is a plug-in PCI board that provides industry-leading
crypto throughput and acceleration for operations such as encryption, hashing,
public key computations, key negotiation, signatures, and, random number
generation. With this accelerator installed, host system applications can
off-load the burden of time-consuming crypto applications while improving system
performance. SafeNet/CryptPCI features the SafeNet DSP security chip used by
Cisco Systems, Nortel Networks and Cabletron Systems. SafeNet/CryptPCI offers
single-pass simultaneous hash and encrypt operation in hardware provides
accelerated throughput for IPSec applications.

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SafeNet Products:
SAFENET/ENTERPRISE(TM)
SafeNet Enterprise(TM) is a deployable VPN solution that integrates the full
range of Internet security needs like access control, encryption, user
authentication, message authentication, and policy management. The SafeNet
Enterprise system consists of two client products (SafeNet/Soft(TM) and
SafeNet/Smart(TM)) for remote access, a high performance gateway
(SafeNet/Speed(TM)), and a centralized security management system, providing
comprehensive security in an easy-to-use, scaleable solution (SafeNet/Security
Center).

Announced on April 12, 1999, SafeNet Enterprise Version 3 introduces an IPSec
(IP Security) compliant, public key mode of operation to IRE's family of VPN
products. SafeNet Enterprise Version 3 also features IPSec Plus capabilities
that go beyond the current industry standard to provide integrated security in a
deployable solution.

SAFENET/SOFT(TM) AND SAFENET/SMART(TM)
Both SafeNet/Soft and SafeNet/Smart provide encryption and authentication for
Internet and private TCP/IP communications in an easy-to-use desktop utility.
SafeNet/Soft and SafeNet/Smart solve the need for cost-effective products that
can be widely deployed throughout an organization. SafeNet/Soft and
SafeNet/Smart features include support for dial-up and network connections,
support for Windows 95, 98, and NT, and IPSec compliance. SafeNet/Smart features
the addition of a personalized smartcard for two-factor user authentication.
SafeNet/Smart uses X509 v.3 certificates and user authentication keys that are
secured and maintained on the smartcard for an added level of security

SAFENET/SPEED(TM) FAMILY
SafeNet/Speed family is a dedicated VPN gateway solution that provides users a
scalable, upgradable architecture to meet the evolving performance, security,
and multi-vendor compatibility requirements for site-to-site and remote access
VPN applications. SafeNet/Speed features the SafeNet DSP(TM), which combines
high performance with the industry's strongest encryption and authentication
schemes for tunneling data securely across the Internet or private TCP/IP
networks. SafeNet/Speed may be implemented as a standalone "plug and play" unit
for organizations who simply require a high-performance VPN gateway, or as part
of IRE's SafeNet Enterprise Version 3 family of products, for those who need a
turnkey VPN solution including clients and management. SafeNet/Speed is offered
in 3 configurations to satisfy different levels of requirements:

     SAFENET/SPEED-FE(TM)
     Speed-FE provides an entry level, upgradable VPN server solution for small
     to large companies with T-1 or lower bandwidth access for remote office
     connectivity and small remote access communication needs (up to 100
     sessions).

     SAFENET/SPEED-RFE(TM)
     Speed-RFE is an upgradable VPN gateway designed for small to large
     companies with 10 Mbps bandwidth requirements for server or host security,
     site-to-site, and remote access applications (up to 1,000 sessions).

     SAFENET/SPEED-SFE(TM)
     Speed-SFE is a high-end VPN gateway designed for companies with T-3
     high-throughput networks and large volume traffic environments (up to 5,000
     sessions).

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SAFENET/SECURITY CENTER(TM) FAMILY (SAFENET(TM) VPN MANAGEMENT FAMILY)
The SafeNet/Security Center family provides VPN management solutions for
entry-level through high-end network environments and enables organizations to
scale from modest VPN applications to massive deployments quickly and easily.
SafeNet/Security Center provides flexibility and resiliency unprecedented in the
VPN industry, which is the result of IRE's experience deploying VPN solutions
with customers worldwide.

IRE's latest version of SafeNet/Security Center Family announced on August 9,
1999, simplifies the implementation and increases the efficiency of a VPN by
allowing an organization to define, administer, and monitor network security
policy. Innovative features like integrated certificate authority (CA) services
and the ability to pre-configure devices, simplify VPN deployment for
organizations and service providers of all sizes. Advanced features like
automatic fail-over and multiple entry points for user enrollment and policy
management provide a stringent security system for even the largest and most
sensitive applications, such as those used by government agencies and large
financial institutions. SafeNet/Security Center is used by organizations such as
the IRS and Citibank. It is offered in 3 different levels to meet the needs of
any organizations: SafeNet/Security Center, SafeNet Security Center with
Redundancy(TM), and SafeNet/Enterprise Manager(TM).

     SAFENET/SECURITY CENTER(TM)
     -    recommended for VPN applications of up to 5,000 users
     -    provides all VPN management, policy, and database functionality

     SafeNet/Security Center provides all required VPN management functionality,
     including database services, certificate services, and real-time network
     authorization services. The easy-to-use graphical user interface allows
     users to define, administer, and monitor network security policy.

     SAFENET/SECURITY CENTER WITH REDUNDANCY(TM)
     -    appropriate for VPN communities of up to 10,000 users
     -    provides all VPN management, policy, and database functionality
     -    features hot backup and automatic fail-over capabilities

     The SafeNet/Security Center with Redundancy provides a more robust VPN
     management offering through the addition of a second database server which
     continually monitors the primary database server and automatically promotes
     itself if the primary database server fails.

     SAFENET/ENTERPRISE MANAGER(TM)
     -    accommodates unlimited number of users
     -    provides all VPN management, policy, and database functionality
     -    features hot backup and automatic fail-over capabilities
     -    eliminates all single points of failure
     -    features multiple entry points for configuring and deploying policy

Other Products and Services
SAFENET/TRUSTED SERVICES (TM)
SafeNet/Trusted Services(TM) is a VPN Management Service that provides
consulting, central security management and 24 hour/365 day monitoring of an
organizations' network. SafeNet/Trusted Services can allow a company to take
advantage of VPN security without paying costs in capital equipment and overhead
while entrusting key management to a professional service. Trained network
security experts perform all the functions for effective

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VPN deployment including security policy creation and management, user
enrollment, network management, and help desk support. The center is enclosed in
"10 Hour" walls and is equipped with surveillance cameras and motion detectors.

SAFENET/DIAL(TM) AND SAFENET/DIAL-R(TM)
SafeNet/Dial(TM) and SafeNet/Dial-R(TM) provide hardware encryption and
smartcard based authentication for remote TCP/IP communications in a small,
lightweight, portable unit. SafeNet/Dial contains an integrated 28.8 Kbps modem
that can be used for both clear and secure communications. SafeNet/Dial-R is an
external hardware encryptor that is inserted between the user's PC and modem.

SAFENET/LAN(TM)
SafeNet/LAN(TM) is a dedicated VPN Gateway that provides DES encryption,
authentication, and firewall capabilities for data routed from Ethernet LANs
across the Internet or private TCP/IP networks at T-1 speeds.

SAFENET/FRAME(TM)
SafeNet/Frame(TM) is a Frame Relay encryptor that provides strong encryption and
authentication at rates that won't slow your network. SafeNet/Frame supports
throughputs up to 8 Mbps - far beyond normal T1 and E1 rates. Packets are
encrypted on the fly, beginning only a few bytes after they begin to form. a
two-pronged security solution that encrypts sensitive information and assures
the user that valuable corporate information is not accessible to your
competitors.

AX400(TM) SECURE MODEM
The AX400(TM) is a portable device that fits in the palm of a user's hand,
weighs just a few ounces and uses power from the remote computer. It contains an
internal modem that delivers a 14.4 Kbps data rate while in secure operation
using standards compliant encryption technology. The AX400 also generates a
random password for each communications session when a user enters the
appropriate personal identification number.

X.25 SECURITY SYSTEM
The X.25 Security System selectively applies encryption technology only to the
user's data while leaving address and routing information intact, thus assuring
proper delivery of user data in secure form at minimal expense.

LINK SECURITY SYSTEM
IRE's Link Encryption System is designed to protect synchronous or asynchronous
communications at speeds up to 64 Kbps over dedicated telephone lines. Link
Encryption Products, which meet European Union standards, are designed to
protect synchronous or asynchronous communications at speeds up to 2 Mbps over
dedicated telephone lines. The Link Security Systems are protocol transparent
and supports asynchronous, bisynchronous, SDLC and HDLC communications
protocols.

GDS Products
SafeNet/Eurocrypt
SafeNet/Eurocrypt is a high-speed encryption chip designed by GDS. The chip
employs the 3DES algorithm. Since this chip was entirely developed and
manufactured outside the United States, IRE believes that it is not subject to
U.S. Government export controls.

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FRAME RELAY ENCRYPTORS
The Frame Relay encryptor combines the advantages of circuit and packet switched
services: small delays over the network and lower transmission cost. The
properties of Frame Relay make it especially suitable for LAN interconnections
where bursty traffic has to be transmitted. Applications include cash clearing,
stock clearing and wire transfers.

X.25 SECURITY SYSTEMS
Complex computer networks such as X.25 networks break down the data stream sent
from computers into smaller, more manageable pieces called, "packets" which
contain address and routing information as well as user data. The X.25 Security
System selectively applies encryption technology only to the user's data while
leaving address and routing information intact, thus assuring proper delivery of
user data in secure form at minimal expense.

LINK SECURITY SYSTEMS
While dedicated links are inherently more secure than dial networks, the nature
of the data that is frequently transmitted over dedicated lines (the connections
to bank branch offices, for instance) often requires a high level of security.
IRE's products are designed to protect synchronous or asynchronous
communications at speeds up to 64K bps over dedicated telephone lines. Products,
which meet European Union standards, are designed to protect synchronous or
asynchronous communications at speeds up to 2M bps over dedicated telephone
lines. The Link Security Systems are protocol transparent and supports
asynchronous, bisynchronous, SDLC and HDLC communications protocols.

OTHER PRODUCTS FOR GDS INCLUDE:
[ ]   GRETACODER transaction security for digital signatures and encryption
[ ]   Asynchronous data encryption for dial up
[ ]   ISDN encryption for data and voice
[ ]   Telephone voice encryption
[ ]   Fax encryption

PRODUCT DEVELOPMENT
--------------------------------------------------------------------------------
IRE conducts product development activities to increase the size of its
available market through broader product offerings and to reduce the cost of its
products resulting in more competitive pricing and/or better operating margins.

The VPN Market, in its growth period, will be continually looking for products
that offer the strongest encryption and the fastest throughput. We will continue
to devote resources to the latest VPN Technology to meet the increasing demands
of the market, however there can be no assurance that we will successfully
complete the development of these products in a timely fashion or that our
current or planned products will satisfy the needs of the VPN security market.


PRODUCT DESIGN STANDARDS
--------------------------------------------------------------------------------
VPN security technologies are utilized by IRE to provide secure communication
over public networks including the Internet. This security technology provides
selective access to computer networks, prevents electronic

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eavesdropping or alteration during electronic data transmission; provides
message authentication confirming that messages are received in unaltered form;
and enables user authentication and digital signatures verifying the identity of
the message sender and limiting computer access to authorized users. We offer a
choice of encryption algorithms to provide the level of network security
appropriate for each client application.

All of IRE's network security systems and products comply with the following
general product design standards:

Standards Compliance
IRE's policy is to offer products based upon encryption algorithms that have
been approved as industry and government standards, providing IRE's clients
assurance that they are using products that meet commercial reasonability tests.

Network Compatibility
IRE's systems and products contain sufficient intelligence to accommodate the
specific communication protocols employed by complex computer networks,
including support for Frame Relay, Dial Asynchronous, leased line, X.25, Bisync
and Internet protocol-based networks.

Interoperability
Management believes the market opportunity for VPN technology and products
increases when vendors' product offerings become interoperable. Our commitment
to the IPSec standard and multi-vendor interoperability is utilized in existing
and planned product offerings.

Ease of Use
IRE believes that users of its products, while concerned that their data is
secure, do not wish to be required to take specific actions to achieve secure
status. Therefore, our products are designed to function without user
involvement, thus offering an extremely high level of ease of use.

Ease of Management and Administration
IRE has extended its ease of use concept to the policy management of its most
widely deployed client, SafeNet/Soft-PK. The SafeNet/VPN Policy Manager is a
Windows NT application that simplifies deployment of SafeNet/Soft-PK and enables
centralized management of security policies.

Price Performance Criteria
IRE believes that in order for clients to invest in encryption technology, its
products must be implemented cost effectively. As such, our development staff
follows a design approach similar to that used with consumer electronics
products that are designed for low manufacturing cost.

Encryption Algorithms
At present, IRE's products employ a variety of encryption algorithms including
the U.S. Government Triple Data Encryption Standard, ("TDES") and Single DES,
RSA Data Security Inc. Encryption Standard, ("RSA") and Gretacoder Data Systems
Encryption Standard, ("GDSES").

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CUSTOMERS
--------------------------------------------------------------------------------
OEM
IRE focuses its efforts in OEM technology to large networking vendors, Internet
appliance vendors, Internet infrastructure vendors and smaller VPN companies.
Revenues are earned from chip royalties, software licensing contracts, and
shipment of SafeNet/Cryptset chipsets.

DURING 1999, IRE ANNOUNCED RELATIONSHIPS WITH THE FOLLOWING OEM CUSTOMERS AND
PARTNERS:

CISCO SYSTEMS: Shipping SafeNet Cryptset into Cisco 7000 Series high-end
routers. Embedding SafeNet DSP into the Cisco Routers Series 1700, 2600, 3600
small office and mid-range routers. SafeNet DSP is also designed into Cisco's
PIX Firewall. In addition, Cisco is private labeling SafeNet/Soft-PK as the
"Cisco Secure Client". Revenues from Cisco consist mainly of software licensing
contracts and SafeNet Cryptset shipments.

INTERNET DYNAMICS: Private Labeling SafeNet/Soft PK as "Electronic Passport for
IKE," to round out its Conclave Suite of Products. Revenues from Internet
Dynamics come from software licensing fees.

NETWORK ALCHEMY: Private labeling SafeNet/Soft-PK to accelerate the deployment
of Alchemy's high availability enterprise security solutions. Revenues from
Network Alchemy come from software licensing fees.

CABLETRON SYSTEMS: Embedding SafeNet DSP into its SSR 2000 and 8000 SmartSwitch
Routers. Revenues from Cabletron come mainly from consulting fees at this point.

NORTEL NETWORKS: Embedding SafeNet DSP into its Passport Series high-end,
mid-range and switching routers. Revenues from Nortel come mainly from
consulting fees at this point.

ALTIGA NETWORKS: Embedding SafeNet DSP into its C10, C20, and C50 VPN
Concentrators. Altiga originally designed SafeNet/Cryptset into their
concentrator series; revenues currently come from shipping SafeNet/Cryptset.

ANALOG DEVICES (ADI): IRE and ADI co-developed SafeNet DSP in January of 1999 to
enable the integration of advanced cryptography into high performance
telecommunications products. ADI provides revenue to IRE through chip royalties
from sales of the co-developed SafeNet DSP encryption chip.

3COM CORPORATION: Private labeling both SafeNet/Soft-PK and SafeNet/VPN Policy
Manager for client-to-LAN VPN connectivity that can be used with 3Com's
PathBuilder(TM) and NETBuilder(R) VPN products. Revenues from 3Com come from
software licensing fees for both SafeNet/Soft-PK and SafeNet/VPN Policy Manager.

SPRINGTIDE NETWORKS: Embedding SafeNet DSP into its IP Service Switch
carrier-class switches and routers.

BORDERWARE TECHNOLOGIES: Private labeling SafeNet/Soft-PK as "BorderWare IPSec
VPN Client" to round out its VPN offering with their the BorderWare Firewall
Server(TM). Revenues from Borderware Technologies come from software licensing
fees.

IN ADDITION, IRE HAS SEVERAL UNANNOUNCED CUSTOMER RELATIONSHIPS.

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End User Customers:
IRE focuses its end-user marketing efforts on financial, commercial and
government sales. Sales in the end user business are the result of direct and
indirect sales of systems to large enterprise users. Revenues come from shipment
of SafeNet products and technology.

IN 1999, IRE ANNOUNCED RELATIONSHIPS WITH THE FOLLOWING CUSTOMERS AND BUSINESS
PARTNERS:

DOMESTICALLY:

INTERNAL REVENUE SERVICE (IRS): The IRS purchased IRE's SafeNet Enterprise
products to protect its Secure Dial In (SDI) program, an enterprise-wide
communication system that supports virtually every division within the agency,
connecting more than 14,000 IRS employees.

ORANGE COAST DATACOMM: Entered into an agreement to distribute IRE's SafeNet VPN
products and services.

IDEAL TECHNOLOGY SOLUTIONS, U.S. (ITS US): ITS US licensed SafeNet/Soft-PKTM an
application that will accelerate the utilization of the AIAG ANX(R) making it
possible for small and medium-sized auto suppliers to take advantage of the ANX
by significantly reducing costs.

SYSTEMS SOFTWARE INTERNATIONAL: Systems Software International is a systems
integrator for Lockheed Martin. They purchased IRE's SafeNet/Speed for use in
their network.

VERISIGN: In January of 1999, Verisign and IRE presented a first-of-its-kind
remote access demonstration at the RSA Conference and ComNet Show. Through IRE's
SafeNet/Soft-PK and VeriSign's OnSite(sm), we demonstrated the integration of
Security and PKI Interoperability. In July of 1999, Verisign and IRE announced a
strategic relationship that includes sales and marketing programs to offer
customers integrated solutions for their VPN and Public Key Infrastructure (PKI)
requirements.

INTERNATIONAL:

MITSUBISHI CORP.: On May 24, 1999, IRE announced the availability of
SafeNet/Soft and SafeNet/Smart in Japanese language format. The Japanese clients
were made available for Mitsubishi, our distribution partner in Japan.

NOMURA RESEARCH INSTITUTE (NRI): On August 17, 1999, Nomura Research Institute
(NRI), systems integrator for IRE in Japan, has expanded its use of IRE's VPN
products and services. NRI selected IRE's SafeNet/Trusted Services to provide
low-cost, comprehensive VPN management for an extranet that connects more than
thirteen securities brokerage firms for electronic trading communication. NRI
has been using our SafeNet technology since 1998 to protect the transmission of
sensitive financial information.

EASTWIND TECHNOLOGIES (EWT): On June 23, 1999, IRE announced a formal
distribution agreement with EWT to launch the Safe Internet VPN Service, the
first managed VPN service program in Taiwan, based on IRE's technology and
managed VPN Service, SafeNet Trusted Services.

                                       12
<PAGE>   13

OSAKA MEDIA PORT (OMP): On March 25, 1999, IRE announced at a prestigious forum
on electronic commerce in Osaka, Japan the formal introduction of OMP's SafeNet
Services. OMP's SafeNet Service is a secure Internet-based VPN service offered
by OMP, IRE's alliance partner in Osaka.

TELSUL SYSTEMS: On December 7, 1999, IRE announced a formal licensing agreement
with Telsul Systems to distribute and support IRE's SafeNet(TM) technology and
provide the first managed VPN service in Brazil.

IN ADDITION, IRE HAS SEVERAL UNANNOUNCED CUSTOMER RELATIONSHIPS.


SALES AND MARKETING
--------------------------------------------------------------------------------

Sales
IRE has continued to sell through both direct sales and indirect distribution
channels in order to expand worldwide sales coverage. In North America, we sell
our products primarily through Value Added Resellers and Internet Service
Providers in addition to some direct sales. In Europe, we sell our products
through a direct sales force. Outside of such territories, we sell our products
through distributors of communication or information security products. A global
sales organization provides support for these distribution channels. OEM sales
efforts are sold through partners and direct sales.

Marketing
In 1999, IRE's marketing program continued trade show participation and
increased coverage of IRE's technology and products in leading trade
publications. We have increased our emphasis on developing awareness of the
SafeNet brand through our public relations efforts and joint marketing
arrangements with our strategic relationships. IRE has also increased its use of
direct marketing programs through email, direct mail, and web-based promotions.
We have instituted the process of customer focus groups to ascertain the
requirements of our existing and prospective end-user and OEM customers. Our
success in embedding our technology in leading networking vendors has helped us
to gain market awareness. IRE will continue its endeavor in co-branding SafeNet
technology to industry leaders to increase market mind share.


CLIENT SUPPORT AND PRODUCT WARRANTIES
--------------------------------------------------------------------------------
IRE provides support for clients through a staff of support engineers
knowledgeable in both IRE's network security systems and products and complex
computer networks. In addition to supporting clients, this group of engineers
performs system level quality assurance testing of new products and product
enhancements. IRE provides client telephone support, including 24 hour a day
"hot line" support. In addition, we offer on-site training, installation and
trouble-shooting services, generally on a fee basis.

IRE provides limited warranties on its products for one year from acceptance of
a product. After warranty expiration, clients may purchase an extended warranty
support contract. This contract extends warranty service for an additional
one-year period, providing repair or replacement of defective products and
telephone support. We also offer support on a time and materials basis.

                                       13
<PAGE>   14

MANUFACTURING AND INVENTORY
--------------------------------------------------------------------------------
Components for IRE's products are purchased from a limited number of electronic
parts manufacturers and distributors. Electronic assembly firms are used to
mount components onto printed circuit boards according to designs and
instructions provided by IRE's engineers. Since the components are readily
available from other suppliers and since there are several electronic assembly
firms available, a change in suppliers would not have a material effect on IRE's
operations. However, while we have not experienced any significant supply
problems in the past, it is possible that in the future we may encounter
shortages in parts, components, or other elements vital to the manufacture,
production and sale of its products.

IRE anticipates that it will continue to utilize qualified suppliers and
electronic assembly firms to produce sub-assemblies. We presently perform system
integration, final assembly and testing which consists of assembling the cases
containing the product components; attaching integrated circuits, which contain
the specific computer instructions and algorithms, to printed circuit boards;
labeling; adding serial numbers; testing; packaging and shipping. IRE has and
will continue to utilize contract manufacturers for products requiring high
volume production.

While IRE and ADI jointly developed the SafeNet/DSP, ADI will be the
manufacturer and point of procurement for the chip. We may seek other partners
similar to ADI for future product manufacturing and procurements.


COMPETITION
--------------------------------------------------------------------------------
The VPN market is highly competitive and subject to rapid technological changes.
IRE believes that competition in this market is likely to intensify as a result
of increasing demand for Internet security technology and products. There are
several companies in this field that have been established longer than IRE, and
have greater financial, research, service support and marketing resources than
those of IRE. There is also a number of other data encryption methods and
security technology on the market, both hardware and software, which compete
with our products.

Management believes that the principal competitive factors affecting the VPN
market include standards compliance, quality/reliability, technical features,
network compatibility, ease of use, client service and support, distribution and
price. Although IRE believes its technology and products currently compete
favorably with respect to such factors, there can be no assurance that IRE can
maintain its competitive position against current and potential competitors.

If the VPN market continues to develop, it will likely be characterized by rapid
advances in technology and the continuing introduction of new products which
could render the existing technology upon which IRE's technology and products
are based obsolete or non-competitive. This risk will increase to the extent
that our competitors include manufacturers of computer equipment and Internet
appliances to which our products relate, since such manufacturers may be in a
better position than us to develop security products in anticipation of
developments in their computer equipment.

                                       14
<PAGE>   15


PATENTS AND INTELLECTUAL PROPERTIES
--------------------------------------------------------------------------------
Between 1996 and 1999, IRE was awarded three United States Patents covering
portable encrypting and authenticating network interface devices such as modems.
The patents provide IRE with ownership rights to a technology that IRE believes
will be applicable to the growth of computer networks, such as the Internet. The
patents cover various forms of pocket-sized devices including PCMCIA and
Smartcard-based secure tokens and are adaptable to modems and newer network
technologies including ISDN, ADSL and cable modems. Our products covered by the
patents include the SafeNet/Dial and the AX400. Additional foreign patent
applications, which cover the same products and technology, are pending.

IRE has eleven United States patents pending and an international application
related to its SafeNet/DSP integrated circuit development activities.

IRE has acquired a worldwide license under a United States Patent for a
self-authenticating fingerprint identification card for certain computer
security and financial applications.

The computer software source codes, which are essential elements of IRE's
products, are the proprietary trade secrets of and are copyrighted by IRE. The
protection of proprietary technology and information developed by us will be
limited to such protection as we may be able to secure pursuant to trade secret
or copyright laws or under any confidentiality agreements which we may enter.
IRE owns federally registered trademarks for IRE name and for certain of its
products; however, there is no assurance as to the validity, enforceability or
lack of infringement of such trademarks.

At present, IRE is a party to confidentiality agreements with its officers,
directors and employees. There can be no assurance that the scope of any such
protection IRE is able to secure will be adequate to protect its proprietary
information, or that IRE will have the financial resources to engage in
litigation against parties who may infringe such proprietary technology or
copyrights. In addition, there can be no assurance that others will not develop
similar technology independently of IRE.

IRE believes that its products do not infringe the proprietary rights of third
parties. There can be no assurance, however, that third parties will not assert
infringement claims in the future.


EMPLOYEES
--------------------------------------------------------------------------------
As of March 20, 2000, IRE had approximately 124 employees, of whom 16 are
engaged in assembly and quality control, 18 in administration and financial
control, 60 in engineering, development and client support, and 30 in marketing
and sales. IRE employs 85 employees in the United States and 39 employees are in
Switzerland.

                                       15
<PAGE>   16

RISK FACTORS
--------------------------------------------------------------------------------
We operate in a rapidly changing environment that involves numerous risks, some
of which are beyond our control. The following discussion highlights some of the
risks we face.

We Have a History of Losses And May Incur Future Losses
We have experienced substantial net losses in each of the last three years. As
of December 31, 1999, we had an accumulated deficit of $17,681,000. In addition,
we intend to increase our expenditures in all areas in order to execute our
business plan. As a result, we may incur substantial additional losses. The
likelihood of our success must be considered in light of the problems, expenses
and delays frequently encountered in connection with new technologies utilized
in connection with the transition to an Internet VPN business with an original
equipment manufacturer (OEM) model and the competitive environment in which we
operate. Although our revenues have grown in recent periods, revenues for the
year ended December 31, 1999 declined by 19% or $4,315,000 from the revenues for
the year ended December 31, 1998. Sales of products for use on legacy networks
continued to decline while revenues of Internet VPN products were stable. There
can be no assurance that the decline in revenues will not continue. Therefore,
you should not consider our historical results indicative of future revenue
levels or operating results. We may never achieve profitability. Even if we do,
we may not be able to sustain it.

Establishment of a Technology Business Group
We recently announced that as of January 1, 2000, our United States operations
will be divided into two operating groups in order to utilize our resources
better. The Products Group will be responsible for the sale, customer support,
development and production of our legacy network security products that will
continue to be sold directly to end users. The Technology Group will be
responsible for the sale, customer support and development of products, chips
and software, that will be sold to companies that will embed our products into
their products for ultimate sale to end users.

We and Analog Devices, Inc. (ADI) have jointly developed SafeNet/DSP, a chip
that ADI will be the manufacturer and point of procurement for the chip. While
we have several design wins for this chip, there is no assurance that these wins
will generate significant royalty income for us.

We have negotiated several SafeNet/Soft-PK license agreements with OEM's;
however, there is always the possibility that new product development by either
our competitors or us will cause this product to become obsolete or
non-competitive.

In order for the Technology group to be successful in this market, new products
that can be embedded in personal computers and other personal communication
devices will have to be developed. The development of this technology, whether
purchased or developed internally, will be costly.

For these reasons, there can be no assurances that the Technology Group will
generate significant revenues or operate profitably in the near future.

                                       16
<PAGE>   17

Our Quarterly Operating Results May Fluctuate and Our Future Revenues and
Profitability Are Uncertain
We have experienced significant quarterly fluctuations in our operating results
and anticipate continued substantial fluctuations in our future operating
results. A number of factors have contributed to these quarterly fluctuations
including:

[ ]   market acceptance and demand for our products;
[ ]   length of sales cycle including the size, timing, cancellation or delay of
      customer orders;
[ ]   introduction of new products and product enhancements by us or our
      competitors;
[ ]   market acceptance of new products introduced by us or our competitors;
[ ]   budgeting cycles of customers;
[ ]   the timing and execution of individual contracts;
[ ]   the product mix sold in a given quarter;
[ ]   changes in the percentage of revenues attributable to OEM license fees and
      royalties;
[ ]   length of time required by OEM's to embed our products into their
      products;
[ ]   the percentage of products sold through our direct sales force and our
      indirect distribution channels;
[ ]   product development expenses;
[ ]   competitive conditions in the industry; and
[ ]   changes in general economic conditions.

Revenues from our Technology group activities also tend to fluctuate as
development projects, which may continue over several quarters, are undertaken
or completed. Also, we have historically recognized a substantial portion of our
legacy product revenues in the last month of each quarter, and even in the last
week or last several days of each quarter. Because we have little or no backlog,
quarterly revenues and operating results depend on the volume and timing of
orders received during each quarter, especially during the last several weeks
and days of each quarter, which are difficult to forecast.

Our expenses are based, in part, on our expectations regarding future revenues,
and are largely fixed in nature, particularly in the short term. We may be
unable to predict our future revenues accurately or to adjust spending in a
timely manner to compensate for any unexpected revenue shortfall. Accordingly,
any significant shortfall of revenues in relation to our expectations could
cause significant declines in our quarterly operating results.

Due to all of the foregoing factors, our quarterly revenues and operating
results are difficult to forecast. Therefore, we believe that period-to-period
comparisons of our operating results will not necessarily be meaningful, and you
should not rely upon them as an indication of our future performance. Also, it
is likely that our operating results will fall below our expectations and the
expectations of securities analysts or investors in some future quarter. In such
event, the market price of our common stock could be materially adversely
affected.

Possible Impairment of Intangible Assets
As of December 31, 1999, we had $2,593,000 of goodwill and computer software
development costs. We amortize goodwill over ten years and computer software
development costs over three to five years beginning on product release dates.
In future periods, we will experience significant charges to expense related to
the amortization of these assets. Material adverse changes in the market
acceptance of our products could result in acceleration of the amortization
period that could have a material adverse effect on our earnings.

                                       17
<PAGE>   18

Our International Operations Are Subject to Certain Risks
On October 31, 1995, we acquired our European subsidiary. Prior to that date, we
had limited experience in business operations outside the United States and
there can be no assurance that we will be able to compete successfully in
international markets. The subsidiary accounted for approximately 44% of our
revenues in 1996, 34% in 1997, 50% in 1998 and 44% in 1999. Since VPN products
are beginning to replace the old legacy networks that utilize its products,
there is no assurance that the subsidiary's revenues will continue at current
levels or grow. In addition, there can be no assurance that the subsidiary will
develop VPN products that will be marketable in the European market.

Expansion into the international markets has required and will continue to
require significant management attention and resources. Our international
business is subject to a number of risks including:

[ ]   compliance with special telecommunications standards;
[ ]   export regulations and restrictions;
[ ]   currency exchange rates, tariffs and other barriers;
[ ]   difficulties in staffing and managing foreign subsidiary operations;
[ ]   longer payment cycles;
[ ]   greater difficulty in accounts receivable collections;
[ ]   political instability;
[ ]   potentially adverse tax consequences; and
[ ]   specialized inventory requirements applicable to particular foreign
      countries or markets.

There can be no assurance that these factors will not have an adverse impact on
our future international sales or operating results. We do not currently engage
in international currency hedging transactions. To the extent that we are unable
to match revenue received in foreign currencies with expenses paid in the same
currency, we may be exposed to possible losses on international currency
transactions that could harm our business.

Our Market Is New and Evolving
We design, manufacture and market enterprise network security technology and
systems that enable the deployment of secure VPN solutions over the Internet and
other shared public networks. In order to be successful, VPN's must be widely
adopted, in a timely manner, as a means of trusted and secure electronic
commerce and communications. Because electronic commerce and communications over
the Internet are new and evolving, it is difficult to predict the size of this
market and its sustainable growth rate. Accordingly, the demand for our network
security systems is very uncertain. Even if the market for electronic commerce
and communications over VPN's grows, our product line may not be widely
accepted. Among the factors that may affect the level of market acceptance of
our VPN solutions are:

[ ]   the ability of the Internet infrastructure to accommodate increased levels
      of usage;
[ ]   the development or adoption of new Internet standards and protocols;
[ ]   market acceptance of products and services based upon technologies other
      than those we use;
[ ]   the public's perception of the need for security products;
[ ]   developments in the hardware and software environments in which these
      products operate;
[ ]   government regulations affecting electronic commerce and communications
      over the Internet and other networks; and
[ ]   general economic conditions.

                                       18
<PAGE>   19

Any of these factors could materially harm our business.

Risks of Changes in Technology and Industry Standards
The network security industry is characterized by rapid changes, including
evolving industry standards, frequent new product introductions, continuing
advances in technology and changes in customer requirements and preferences. We
expect technological developments to continue at a rapid pace in the computer
and communications industries, and there can be no assurance that technological
developments will not cause our technology to be rendered obsolete or
non-competitive.

Our future products may not keep pace with technological changes implemented by
competitors, developers of operating systems or networking systems, or persons
seeking to breach network security. The introduction of new technologies could
also require us to invest in research and development at much higher rates with
no assurance of developing competitive products. Changes in technologies or
customer requirements may also cause the development cycle for our new products
to be significantly longer than our historical product development cycle,
resulting in higher development costs or a loss in market share. Our products
may not satisfy evolving preferences of customers and prospects. Failure to
develop and introduce new products and improve current products in a timely
fashion could adversely effect us. Because of the complexity of our products,
which operate on or utilize multiple platforms and communications protocols, we
have from time to time experienced delays in introducing new products and
product enhancements primarily due to development difficulties or shortages of
development personnel. There can be no assurance that we will not experience
longer delays or other difficulties that could delay or prevent the successful
development, introduction or marketing of new products or product enhancements.

Restrictions on the Export of Some of Our Products.
We currently sell our products internationally and intend to continue to expand
our relationships with international distributors and resellers. Our
international sales and operations could be subject to the following risks:

[ ]   the imposition of governmental controls;
[ ]   export license requirements;
[ ]   restrictions on the export of critical technology;
[ ]   trade restrictions; and
[ ]   changes in tariffs.

Some of our network security products are cryptographic devices and are subject
to the export restrictions administered by the Bureau of Export Control, U.S.
Department of Commerce. These restrictions permit the export of encryption
products based on country, algorithm and class of end user. They prohibit the
export of encryption products to a number of countries and to business entities
that are not included in a range of end-users. There is no assurance, however,
that the applicable regulations or policies concerning the export of such
technology will not become more restrictive. Our foreign distributors may also
be required to secure licenses or formal permission before encryption products
can be imported.

We Face Intense Competition
Our industry is relatively new, highly competitive and subject to rapid
technological changes. Our success will depend, in large part, on our ability to
establish and maintain an advantageous market position. We currently compete
with companies that have substantially greater financial resources, sales and
marketing organizations,

                                       19
<PAGE>   20

market penetration and research and development capabilities, as well as broader
product offerings and greater market presence and name recognition. We expect to
face increasing competitive pressures from our current competitors and new
market entrants. This competitive risk will increase to the extent that our
competitors begin to include software vendors, network providers, and
manufacturers of networking and computer equipment and communication devices.
These manufacturers and network providers may be in a better position to develop
security products in anticipation of developments in their products and
networks. Competitive factors in the network security industry include:

[ ]   price;
[ ]   product features and quality;
[ ]   degree of security and technical specifications;
[ ]   product ease of use;
[ ]   conformance to industry standards;
[ ]   product support;
[ ]   and the ability to deliver engineering enhancements.

There can be no assurance that we can continue to compete successfully against
new or existing competitors.

Market Consolidation May Create More Formidable Competitors
There has been substantial consolidation in the information security industry,
and we expect that there will be significant additional consolidation in the
near future. As a result of that increasing consolidation, we expect that we
will increasingly compete with larger firms that have broader product offerings
and greater financial resources. We believe that such competition may have a
significant negative effect on our current and developing collaborative,
marketing, distribution and reselling relationships, our product pricing and our
product development budget and capabilities. Any of those negative effects can
significantly impair our financial condition and our results of operations.

Risk of Inadequate Protection for Our Proprietary Technologies
Our success and ability to compete is dependent, in part, upon our ability to
maintain the proprietary nature of our technologies. We rely on a combination of
patent, trade secret, copyright and trademark law and nondisclosure agreements
to protect our proprietary technology. Although we hold several patents and have
several pending patent applications that cover certain aspects of our
technology, such patents and patent applications do not protect some of our
security products. Our current and future patent applications may not be
granted. Additionally, our patents may not be sufficiently broad to protect the
core technology critical to our security products.

Confidentiality agreements and other methods on which we rely to protect our
trade secrets and proprietary information and rights may not be adequate to
protect our proprietary rights. Litigation to defend and enforce our
intellectual property rights could result in substantial costs and diversion of
resources and could have a material adverse effect on our financial condition
and results of operations regardless of the final outcome of such litigation.
Despite our efforts to safeguard and maintain our proprietary rights, we may not
be successful in doing so or the steps taken by us in this regard may not be
adequate to deter misappropriation or independent third-party development of our
technology or prevent an unauthorized third party from copying or otherwise
obtaining and using our products, technology or other information that we regard
as proprietary. Our trade secrets or non-disclosure agreements may not provide
meaningful protection of our proprietary information. Also, others may
independently develop similar technologies or duplicate any technology developed
by us. Our

                                       20
<PAGE>   21

inability to protect our proprietary rights would have a material adverse
effect on our financial condition and results of operations.

Further, as the number of network security products in the industry increases
and the functionality of these products further overlaps, we may become subject
to claims of infringement or misappropriation of the intellectual property or
proprietary rights of others. Third parties could assert infringement or
misappropriation claims against us in the future with respect to current or
future products. We may also be subject to additional risks as we enter into
transactions in countries where intellectual property laws are not well
developed or are poorly enforced. Legal protections of our rights may be
ineffective in such countries, and technology developed in such countries may
not be protectable in jurisdictions where protection is ordinarily available.
Any claims or litigation, with or without merit, could be costly and could
result in a diversion of management's attention, which could have a material
adverse effect on our financial condition and results of operations. Adverse
determinations in such claims or litigation could also have a material adverse
effect on our financial condition and results of operations.

Risks Relating to Evolving Distribution Channels
We rely on both our direct sales force and an indirect channel distribution
strategy for the sale and marketing of our products. Our sales and marketing
organization may be unable to successfully compete against the more extensive
and well-funded sales and marketing operations of certain of our current and
future competitors. We may also be unable to continue to attract integrators and
resellers that can market our legacy products effectively and provide timely and
cost-effective customer support and service. Additionally, our distributors,
integrators and resellers may carry competing lines of network security
solutions. The loss of important sales personnel, distributors, integrators or
resellers could adversely effect us.

Risk of Product Development Delays
We may experience schedule overruns in product development triggered by factors
such as insufficient staffing or the unavailability of development-related
software, hardware or technologies. Further, when developing new network
security products, our development schedules may be altered as a result of the
discovery of software bugs, performance problems or changes to the product
specification in response to customer requirements, technology market
developments or self-initiated changes. All of these factors can cause a product
to enter the market behind schedule, which may adversely effect market
acceptance of the product or place it at a disadvantage to a competitor's
product that has already gained market share or market acceptance during the
delay.

Product Liability Risk
The sale and installation of our network security systems and products within
the computer networks of our customers and the operation of our SafeNet(TM)
facility entails a risk of product failure, product liability or other claims.
An actual or perceived breach of network or computer security, regardless of
whether such breach is attributable to our products, could adversely affect our
reputation and our financial condition or results of operations. The complex
nature of our products can make the detection of errors or failures difficult
when products are introduced. If errors or failures are subsequently discovered,
this may result in delays and lost revenues during the correction process. A
malfunction or the inadequate design of our products could result in product
liability claims. We attempt to reduce the risk of such losses through warranty
disclaimers and liability limitation clauses. However, we may not have obtained
adequate contractual protection in all instances or where otherwise required
under agreements we have entered into with others.

                                       21
<PAGE>   22

We currently maintain product liability insurance. However, our insurance
coverage may not be adequate and any product liability claim for damages
resulting from security breaches could be substantial. In the event of product
liability litigation, insufficient insurance coverage could have a material
adverse effect on our financial condition and results of operations. Further,
certain customers and potential customers may require minimum product liability
insurance coverage as a condition precedent to purchasing our products. Failure
to satisfy such insurance requirements could impede our ability to achieve
product sales, which would have a material adverse effect on our financial
condition and results of operations. There is no assurance that such insurance
will be available at a reasonable cost or will be sufficient to cover all
possible liabilities.

Dependence Upon Third Party Suppliers and Contractors
We rely upon third party contractors for the manufacture of components and
sub-assemblies for our legacy products. There is no assurance that we will be
able to obtain and/or maintain satisfactory contractual relations with qualified
vendors or suppliers. The unavailability of such third parties may substantially
decrease our control of the cost, quality and timeliness of the manufacturing
process. At present, we are not a party to any exclusive supply contracts with
third party contractors for our legacy products. All purchases of components or
parts for our products are accomplished by the use of purchase orders issued in
the ordinary course of business. While we have not experienced any significant
supply problems in the past, and there have been no materially late deliveries
of components or parts, it is possible that in the future we may encounter
shortages in parts, components, or other elements vital to the manufacture,
production and sale of our products. Our business would suffer if the supply of
such components was interrupted.

We Depend Upon Key Personnel
The network security industry is highly specialized and the competition for
qualified employees is intense. We expect this to remain so for the foreseeable
future. We believe our success depends significantly upon a number of key
technical and management employees, and upon our ability to retain and hire
additional key personnel. The loss of the services of key personnel or the
inability to attract additional qualified personnel could materially and
adversely effect our results of operations and product development efforts. We
may be unable to achieve our revenue and operating performance objectives unless
we can attract and retain technically qualified and highly skilled engineers,
sales, technical, marketing and management personnel. Such personnel are
particularly important to our research and development efforts, and to our
growing Technology group business, where we employ a large number of technical
personnel holding advanced degrees. Further, additions of new and departures of
existing personnel, particularly in key positions, can be disruptive and can
result in further departures of our personnel, which could in turn harm our
business and results of operation.

In 1997, we entered into a five-year employment agreement with Anthony A.
Caputo, our Chairman, Chief Executive Officer and President. We also have a
renewable one-year employment agreement with Douglas E. Kozlay, a co-founder and
director. However, we have not historically provided such types of employment
agreements to our other employees. This may adversely impact our ability to
attract and retain the necessary technical, management and other key personnel.


We Do Not Pay Dividends
We have never paid nor declared any cash or other dividends on our common stock
since our inception and we do not presently anticipate that dividends will be
paid on our common stock in the foreseeable future.

                                       22
<PAGE>   23

=======
PART II
=======

ITEM 2 - PROPERTIES
================================================================================

IRE maintains its corporate and administrative facilities at 8029 Corporate
Drive, Baltimore, Maryland. The building, constructed in 1988, has approximately
25,000 square feet and is also used for IRE's executive headquarters, United
States production and SafeNet Trusted Services facilities. The lease, which
expires in June 2003, requires us to pay real estate taxes, insurance and
maintenance. The lease, which provides for annual increases in rentals during
each year of the lease, requires us to pay approximately $190,000 in 2000.

GDS leases approximately 20,000 square feet for its administrative and
production facilities in Regensdorf, Switzerland. The lease, which expires on
December 31, 2003, calls for an annual rental of approximately $244,000.

IRE also leases office space in Danvers, Massachusetts at annual rental of
approximately $75,000.



ITEM 3 - LEGAL PROCEEDINGS
================================================================================

IRE knows of no litigation or proceeding, pending or threatened, to which IRE is
or may become a party.



ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
================================================================================

There were no matters submitted to the vote of Security Holders, through the
solicitation of proxies or otherwise, during the fourth quarter of the fiscal
year covered by this report.

                                       23
<PAGE>   24

ITEM 5 - MARKET FOR COMMON EQUITY AND RELATED MATTERS
================================================================================

IRE's Common Stock is listed on the Nasdaq National Market under the symbol
IREG. The following table sets forth the quarterly range of per share high and
low sales prices for IRE's Common Stock as reported by the Nasdaq National
Market for the periods indicated.

                                               HIGH         LOW
                                               ----         ---
2000:
-----
  First Quarter (through March 20, 2000)         $ 44.56     $ 19.81
1999:
-----
  Fourth Quarter                                   25.75       13.00
  Third Quarter                                    31.94       16.00
  Second Quarter                                   32.50       11.00
  First Quarter                                    20.88        9.06
1998:
-----
  Fourth Quarter                                   10.94        3.56
  Third Quarter                                     8.00        2.75
  Second Quarter                                    9.00        6.75
  First Quarter                                     9.13        5.75
1997:
-----
  Fourth Quarter                                   11.38        6.00
  Third Quarter                                    15.75       10.63
  Second Quarter                                   14.50        6.25
  First Quarter                                    10.75        6.88

On March 20, 2000, the last reported per share sale price of IRE's Common Stock
on the Nasdaq National Market was $33.375. As of that date, there were
approximately 145 holders of record of the Common Stock and 3000 beneficial
holders of the Common Stock. We have not paid dividends on our Common Stock and
intend for the foreseeable future to retain earnings, if any, to finance the
expansion and development of its business.



ITEM 6 - SELECTED FINANCIAL DATA
================================================================================

The selected financial data set forth below as of and for each of the five-years
ended December 31, 1999 are derived from our audited financial statements as
included herein. The selected financial data is qualified by and should be read
in conjunction with the Consolidated Financial Statements and Management's
Discussion and Analysis of Financial Condition and Results of Operations
included elsewhere herein.

                                       24
<PAGE>   25
                     INFORMATION RESOURCE ENGINEERING, INC.
                                AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
              (Unaudited - in thousands, except per share amounts)

<TABLE>
<CAPTION>
                                                                              Year Ended December 31,
                                                     --------------------------------------------------------------------
(in thousands, except per share data)                   1999          1998          1997          1996          1995
                                                     ------------  ------------  ------------  ------------  ------------
<S>                                                  <C>           <C>           <C>           <C>           <C>
Revenues                                              $   18,927    $   23,242    $   16,007    $   14,317    $    8,149

Cost of revenues                                           7,228         9,793         6,971         7,672         3,318
                                                     ------------  ------------  ------------  ------------  ------------

      Gross profit                                        11,699        13,449         9,036         6,645         4,831
                                                     ------------  ------------  ------------  ------------  ------------


Research and development expenses                          5,851         4,625         3,756         3,840         1,299

Sales and marketing expenses                               6,524         7,312         6,720         4,693         1,979

General and administrative expense                         2,730         2,944         2,571         2,976         1,331

Reserve for (recovery of) Cyberguard advance                (375)          772             -             -             -

Amortization of acquired intangible assets                    94           122           122           733           631

Write-off of unamortized acquired
      intangible assets from the Connective

      Strategies, Inc. acquisition                             -             -             -         2,216             -
                                                     ------------  ------------  ------------  ------------  ------------

      Total operating expenses                            14,824        15,775        13,169        14,458         5,240
                                                     ------------  ------------  ------------  ------------  ------------


      Operating loss                                      (3,125)       (2,326)       (4,133)       (7,813)         (409)


Interest income (expense), net                               150           259           495           728           (96)
                                                     ------------  ------------  ------------  ------------  ------------


      Loss before income taxes                            (2,975)       (2,067)       (3,638)       (7,085)         (505)


Income tax expense                                            85           319             -             -           190
                                                     ------------  ------------  ------------  ------------  ------------


      Net loss                                            (3,060)       (2,386)       (3,638)       (7,085)         (695)
                                                     ============  ============  ============  ============  ============


Preferred stock dividends                                      -             -             -             -            82
                                                     ------------  ------------  ------------  ------------  ------------
      Net loss attributable to
      common stock                                    $   (3,060)   $   (2,386)   $   (3,638)   $   (7,085)   $     (777)
                                                     ============  ============  ============  ============  ============


Loss per common share - basic and diluted             $    (0.56)   $    (0.44)   $    (0.67)   $    (1.34)   $    (0.20)
                                                     ============  ============  ============  ============  ============

Weighted average number of common

      shares outstanding                                   5,504         5,409         5,462         5,305         3,826
                                                     ============  ============  ============  ============  ============





                                                                                 At December 31,
                                                     --------------------------------------------------------------------
(in thousands, except per share data)                   1999          1998          1997          1996          1995
                                                     ------------  ------------  ------------  ------------  ------------

Balance Sheet Data:

Working capital                                           23,035        11,081        12,499        16,664         2,186

Intangible assets                                          2,593         2,159         2,365         2,223         4,927

Total assets                                              31,896        18,940        21,531        24,653        15,472

Long-term debt                                                 -             -             -            17            47

Stockholders' equity                                      27,636        15,400        17,980        21,861         8,216
</TABLE>

                                       25
<PAGE>   26
ITEM 7 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
================================================================================

Except for historical information contained herein, the statements in this Item
are forward-looking statements that are made pursuant to the safe harbor
provisions of the Private Securities Litigation Reform Act of 1995.
Forward-looking statements involve known and unknown risks and uncertainties,
which may cause IRE's actual results in future periods to differ materially from
forecasted results. Those risks include, among others, risks associated with the
receipt and timing of future customer orders, price pressures, achieving
technical and product development milestones, the ability to negotiate favorable
strategic OEM agreements, sufficient cash flow to support IRE's liquidity
requirements, other competitive factors leading to a decrease in anticipated
revenues and gross profit margins and product development expenses.

OVERVIEW

IRE DESIGNS, manufactures and markets enterprise network security solutions
using encryption technology. Our products are used in electronic commerce
applications by financial institutions, government agencies and large
corporations to secure data transmissions on private and public computer
networks, such as the Internet. Our European operations design, manufacture and
market cryptographic equipment primarily in Switzerland and Europe.

IRE's historical operating results have been dependent on a variety of factors
including, but not limited to, the length of the sales cycle, the timing of
orders from and shipments to clients, product development expenses and the
timing of development and introduction of new products. Our expense levels are
based, in part, on expectations of future revenues. The size and timing of our
historical revenues have varied substantially from quarter to quarter and year
to year. Accordingly, the results of a particular period, or period to period
comparisons of recorded sales and profits may not be indicative of future
operating results.

While management is committed to the long-term profitability of IRE, the recent
growth of the computer security industry has made it important that market share
be obtained. We have undertaken various strategies in order to increase our
revenues and improve our future operating results, including new product
offerings such as our SafeNet products for the Internet and the SafeNet/Security
Center(TM), a high performance workstation that automatically manages SafeNet
products and the development of integrated circuits for the original equipment
market. Management believes that growth in the market for products that provide
secure remote access to computer networks requires IRE to increase its
investment in development, sales and marketing activities to allow IRE to take
advantage of this market opportunity and to achieve long-term profitability
thereby maximizing shareholder value. However, there can be no assurance that
these strategies will be successful.

                                       26
<PAGE>   27



RESULTS OF OPERATIONS OF IRE

The following table sets forth certain Consolidated Statement of Operations data
of IRE as a percentage of revenues for the years ended December 31:

<TABLE>
<CAPTION>
                                                             1999            1998                1997
                                                         -------------   -------------   -------------
<S>                                                      <C>             <C>             <C>
Revenues                                                          100%            100%            100%
Cost of revenues                                                   38              42              44
                                                         -------------   -------------   -------------
                   Gross profit                                    62              58              56
                                                         -------------   -------------   -------------
Research and development expenses                                  31              20              23
Sales and marketing expenses                                       34              31              42
General and administrative expense                                 14              13              16
Amortization of acquired intangible assets                          1               1               1
Reserve for (recovery of) Cyberguard advance                       (2)              3               -
                                                         -------------   -------------   -------------
                   Total operating expenses                        78              68              82
                                                         -------------   -------------   -------------
                   Operating loss                                 (16)            (10)            (26)
Interest income, net                                                1               1               3
                                                         -------------   -------------   -------------
                   Loss before income taxes                       (15)             (9)            (23)
Income tax expense                                                  1               1               -
                                                         -------------   -------------   -------------
                   Net loss                                       (16)%           (10)%           (23)%
                                                         =============   =============   =============
</TABLE>

IRE has two reportable segments: network security products designed and
manufactured in the United States ("domestic operations") and network security
products designed and manufactured outside the United States ("European
operations"). The segments are strategic business units that offer different
products. The segments are managed separately because each segment requires
different technology and marketing strategies.

YEAR ENDED DECEMBER 31, 1999, COMPARED TO YEAR ENDED DECEMBER 31, 1998

Revenues decreased 19%, or $4,315,000, to $18,927,000 for the year ended
December 31, 1999, from $23,242,000 in 1998. Of the decrease, $3,255,000 is the
reduction in revenues of European operations. European operations revenues
decreased $3,255,000 as a result of the completion of a large contract during
1999 and a reduction of sales to financial institutions in Europe due to Year
2000 concerns. The remainder of the decrease, $1,060,000 is attributable to a
decrease in sales of legacy products in the United States.

Gross margin increased to 62% for the year ended December 31, 1999, from 58% in
1998. Margins on sales of software licenses and encryption chips to OEM
customers were 74% in 1999, leading the increase.

Research and development expenses increased 27%, or $1,226,000, to $5,851,000
for the year ended December 31, 1999, from $4,625,000 for 1998. The increase was
primarily due to increased personnel related costs and increased outside
engineering expenses related to IRE's integrated circuit development projects in
its domestic operations. As a percentage of revenues, the expenses were 31% and
20% in 1999 and 1998, respectively.

                                       27
<PAGE>   28

Sales and marketing expenses decreased by 11%, or $789,000, to $6,524,000 for
the year ended December 31, 1999, from $7,312,000 in 1998. The decrease is
primarily due to a reduction in personnel costs, reduced travel and
participation in fewer trade shows. As a percentage of revenues, the expenses
were 34% and 31% in 1999 and 1998, respectively.

General and administrative expenses ("G&A") decreased by 7%, or $214,000, to
$2,730,000 for the year ended December 31, 1999, from $2,944,000 in 1998. The
primary reason for the decrease was the professional fees and other costs
incurred in 1998 for the proxy dispute (see page 29). As a percentage of
revenues, G&A expenses were 14% and 13% in 1999 and 1998, respectively.

In August 1996, IRE signed a two year Joint Development and Marketing Agreement
with CyberGuard Corporation ("CyberGuard"). The companies intended to develop
and market a product that combined IRE's SafeNet products and CyberGuard's
Firewall product. In connection therewith, we prepaid a refundable license fee
to CyberGuard. In June 1998, a Distribution Agreement and an Original Equipment
Agreement replaced the original agreement. Under these agreements, CyberGuard
agreed to repay on December 31, 1998 the original $1,000,000 advance less used
license fees and a right to manufacture fee. CyberGuard failed to honor its
obligation to repay the unused license fee. Since we could not ascertain the
ultimate viability of CyberGuard as a result of its August 1998 announcement
that it was experiencing significant pressure on its liquidity and the January
1999 delisting of CyberGuard's securities from the Nasdaq Stock Market, IRE
reserved the remaining balance ($772,000) as of December 31, 1998. During 1999,
we agreed to accept a $650,000 note receivable from CyberGuard as payment in
full on CyberGuard's obligation. IRE received $375,000 on the note in 1999 and
expects the remaining balance in two equal installments of $137,500 during the
year ending December 31, 2000.

The operating loss increased by 34% or $799,000 to $3,125,000 in 1999 from
$2,326,000 in 1998. The European operations had a $1,690,000 decrease in
operating profit due to the reduction in sales of their products. The domestic
operations had a $891,000 decrease in its operating loss mainly due to increase
sales of software licenses and chips to OEM customers.

Interest income declined from $259,000 in 1998 to $150,000 in 1999 due to lower
interest rates and a decline in funds available for investment.

The income tax expense of $85,000 for the year ended December 31, 1999 was for
taxes on the income of the European operations, which had an income tax
liability of $319,000 in 1998. IRE had no United States income tax benefit in
either year. A valuation allowance for the full amount of the United States net
deferred tax asset has been established since IRE's ability to use the United
States net operating loss is dependent upon future taxable income.

IRE had a net loss of $3,060,000 for the year ended December 31, 1999 compared
to a net loss of $2,386,000 in 1998. The loss per common share (basic and
diluted) was $0.56 for the year ended December 31, 1999, compared to a net loss
of $0.44 per common share in 1998.

YEAR ENDED DECEMBER 31, 1998, COMPARED TO YEAR ENDED DECEMBER 31, 1997

Revenues increased 45%, or $7,235,000, to $23,242,000 for the year ended
December 31, 1998, from $16,007,000 in 1997. Of the increase, $6,144,000 is the
result of a strong performance by the European operations where large quantities
of IRE's products were delivered to several financial institutions in Europe.

                                       28
<PAGE>   29

The remainder of the increase, $1,091,000 is attributable to network security
systems, services and products of the domestic operations.

Gross margin increased to 58% for the year ended December 31, 1998, from 56% in
1997. Higher margins on products in the European operations as a result of
changes in product mix offset a decline in margins in the domestic operations
due to a decline in product margins.

Research and development expenses increased 23%, or $869,000, to $4,625,000 for
the year ended December 31, 1998, from $3,756,000 for 1997. The increase was
primarily due to increased personnel related costs and increased outside
engineering expenses related to IRE's integrated circuit development projects in
the domestic operations. As a percentage of revenues, the expenses were 20% and
23% in 1998 and 1997, respectively.

Sales and marketing expenses increased by 9%, or $592,000, to $7,312,000 for the
year ended December 31, 1998, from $6,720,000 in 1997. The increase is primarily
due to increased public relations and marketing activities by the domestic
operations. As a percentage of revenues, the expenses were 31% and 42% in 1998
and 1997, respectively.

General and administrative expenses ("G&A") increased by 15%, or $373,000, to
$2,944,000 for the year ended December 31, 1998, from $2,571,000 in 1997. The
primary reasons for the increase were the professional fees, mailing and
printing costs and other expenses related to an extended, contested and
litigated proxy solicitation process for the election of directors. At the
conclusion of the proxy contest, IRE's shareholders voted, by a wide margin, for
incumbent directors. The expenses associated with that process were $333,000. As
a percentage of revenues, G&A expenses were 13% and 16% in 1998 and 1997,
respectively.

The operating loss decreased by 44% or $1,806,000 to $2,326,000 in 1998 from
$4,133,000 in 1997. The European operations had a $4,006,000 increase in
operating profit due to higher revenues and improved gross margins. The domestic
segment had a $2,200,000 increase in its operating loss mainly due to increased
engineering and marketing expenses, expenses associated with the proxy contest
and the CyberGuard reserve of $772,000.

The decline in interest income is due to lower interest rates and a decline in
funds available for investment.

The income tax expense of $319,000 for the year ended December 31, 1998 was for
taxes on the income of the European operations, which had no income tax
liability in 1997. we had no United States income tax benefit in either year. A
valuation allowance for the full amount of the United States net deferred tax
asset has been established since IRE's ability to use the United States net
operating loss is dependent upon future taxable income.

IRE had a net loss of $2,386,000 for the year ended December 31, 1998 compared
to a net loss of $3,638,000 in 1997. The loss per common share (basic and
diluted) was $0.44 for the year ended December 31, 1998, compared to a net loss
of $0.67 per common share in 1997.

                                       29
<PAGE>   30

LIQUIDITY AND CAPITAL RESOURCES

IRE believes that its current cash resources, together with the cash flows from
operations, will be sufficient to meet its needs for the next year. As of
December 31, 1999, IRE had working capital of $23,035,000 including cash and
cash equivalents of $19,161,000 and short-term investments of $501,000.

In 1999, cash and cash equivalents increased $13,296,000. The increase was
mainly attributable to proceeds of $14,032,000 from the issuance of common stock
through a private placement financing in December, 1999. Other cash provided by
financing activities in 1999 included $2,036,000 from the exercise of stock
options and warrants. Cash used in investing activities during 1999 included
investments in computer software development costs and equipment totaling
$1,058,000 and $493,000, respectively.

In 1998, cash and cash equivalents decreased $1,356,000. The decrease was a
direct result of the effects of IRE's $2,386,000 net loss. Additional reductions
in operating cash included a $1,527,000 increase in accounts receivable. Cash
used in financing activities was up in 1998 due to approximately $696,000 in
treasury stock purchases. Net maturities of short-term investments provided cash
of $2,339,000 for the year.

In 1997, cash and cash equivalents decreased $4,695,000. Operating cash was used
to fund the net loss of $3,638,000 and to offset the increase in accounts
receivable of $1,707,000. Cash used in investing activities during 1997 included
investments in computer software development costs and equipment totaling
$506,000 and $307,000, respectively.

YEAR 2000 READINESS

During 1999, IRE executed a program to address the Year 2000 issue with respect
to (i) IRE's information systems, (ii) IRE's non-information systems, and (iii)
certain systems for IRE's major customers and suppliers. We have not experienced
any disruptions in operations as a result of the Year 2000 issue. Management
will continue to monitor its information systems and those of its significant
customers and vendors throughout 2000.

INFLATION AND SEASONALITY

IRE does not believe that inflation will significantly impact its business. We
do not believe our business is seasonal, however, because we generally recognize
product revenues upon shipment and software revenues upon establishing fair
value of undelivered elements, recognition may be irregular and uneven, thereby
disparately impacting quarterly operating results and balance sheet comparisons.

EFFECT OF RECENT ACCOUNTING PRONOUNCEMENTS

In 1998, the Financial Accounting Standards Board issued SFAS No. 133,
Accounting for Derivative Instruments and Hedging Activities. SFAS No. 133
establishes accounting and reporting standards for derivative instruments and
for hedging activities. It requires that an entity recognize all derivatives as
either assets or liabilities at fair value. Adoption of SFAS No. 133 is required
for fiscal year 2001 and is not expected to have a material impact on IRE's
financial position or results of operations.

                                       30
<PAGE>   31

ITEM 7A - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
================================================================================

IRE's major market risk is to fluctuations in foreign currency exchange rates,
principally related to the Swiss Franc. As of December 31, 1999, our investment
in our European operations was approximately $5,580,000. A 10% change in the
average Swiss Franc exchange rate for the year ended December 31, 1999 would
have changed our reported earnings for fiscal year 1999 by approximately
$37,000. A 10% change in the December 31, 1999 Swiss Franc exchange rate would
have changed IRE's reported currency translation adjustment for fiscal year 1999
by approximately $398,000.

At December 31, 1999, IRE did not have any interest bearing obligations. In
addition, IRE does not hold any derivative instruments and does not have any
commodity market risk.



ITEM 8 - FINANCIAL STATEMENTS
================================================================================

INDEX TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
<S>                                                                                                            <C>
                                                                                                               PAGE
                                                                                                               ----

Independent Auditors' Report                                                                                     32

Consolidated Balance Sheets as of December 31, 1999 and 1998                                                     33

Consolidated Statements of Operations for the years ended December 31, 1999, 1998 and 1997                       34

Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, 1999,
     1998 and 1997                                                                                               35

Consolidated Statements of Stockholders' Equity for the years ended December 31, 1999, 1998 and 1997             36

Consolidated Statements of Cash Flows for the years ended December 31, 1999, 1998 and 1997                    37-38

Notes to Consolidated Financial Statements                                                                    39-50

Schedule II Valuation and Qualifying Accounts                                                                    51
</TABLE>



                                       31
<PAGE>   32
INDEPENDENT AUDITORS' REPORT
================================================================================


The Board of Directors
Information Resource Engineering, Inc.:


We have audited the accompanying consolidated balance sheets of Information
Resource Engineering, Inc. and subsidiaries as of December 31, 1999 and 1998,
and the related consolidated statements of operations, comprehensive income
(loss), stockholders' equity and cash flows for each of the years in the
three-year period ended December 31, 1999. In connection with our audits of the
consolidated financial statements, we have also audited the financial statement
schedule as listed in the accompanying index. These consolidated financial
statements and financial statement schedule are the responsibility of IRE's
management. Our responsibility is to express an opinion on these consolidated
financial statements and financial statement schedule based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the consolidated financial statements are
free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Information Resource
Engineering, Inc. and subsidiaries as of December 31, 1999 and 1998, and the
results of their operations and their cash flows for each of the years in the
three-year period ended December 31, 1999 in conformity with generally accepted
accounting principles. Also, in our opinion, the related financial statement
schedule, when considered in relation to the basic consolidated financial
statements taken as a whole, presents fairly, in all material respects, the
information set forth therein.




Baltimore, Maryland
February 9, 2000


                                       32
<PAGE>   33

                     INFORMATION RESOURCE ENGINEERING, INC.
                                AND SUBSIDIARIES

                           Consolidated Balance Sheets

                           December 31, 1999 and 1998



<TABLE>
<CAPTION>
                                                                                        1999                1998
                                                                                 -----------------   -----------------
<S>                                                                             <C>                  <C>
                     ASSETS
Current assets:
     Cash and cash equivalents                                                  $       19,161,442           5,865,682

     Short-term investments (note 2)                                                       500,715                  --
     Accounts receivable, net of allowance for doubtful
        accounts of $251,005 and $86,725                                                 4,404,560           4,918,988
     Inventories (note 3)                                                                2,945,527           3,533,312
     Prepaid expenses                                                                      282,147             303,653
                                                                                 -----------------   -----------------
                Total current assets                                                    27,294,391          14,621,635
Equipment and leasehold improvements, net (note 4)                                       1,423,987           1,556,486
Computer software development costs, net of accumulated
     amortization of $1,226,576 and $748,078                                             2,107,109           1,527,199
Goodwill, net of accumulated amortization
     of $481,334 and $387,314                                                              485,900             631,937
Prepaid license fees                                                                       132,545             165,000
Other assets                                                                               451,880             438,447
                                                                                 -----------------   -----------------
                                                                                $       31,895,812          18,940,704
                                                                                 =================   =================

                     LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
     Accounts payable                                                           $        1,153,465           1,492,520
     Accrued expenses (note 5)                                                           1,633,976           1,733,191
     Deferred revenue                                                                    1,472,434             314,892
                                                                                 -----------------   -----------------
                Total liabilities                                                        4,259,875           3,540,603
                                                                                 -----------------   -----------------
Stockholders' equity (notes 6 and 10):
     Preferred stock, $.01 par value per share.
        Authorized 500,000 shares                                                               --                  --
     Common stock, $.01 par value per share.  Authorized
        15,000,000 shares, issued 6,541,483 shares in 1999 and
        5,466,527 shares in 1998                                                            65,415              54,665
     Additional paid-in capital                                                         46,546,647          31,041,854
     Accumulated deficit                                                              (17,681,212)        (14,620,690)
     Accumulated other comprehensive income (loss)                                     (1,294,913)           (379,875)
     Treasury stock, at cost, 174,000 shares in 1998                                            --           (695,853)
                                                                                 -----------------   -----------------
                Net stockholders' equity                                                27,635,937          15,400,101
                                                                                 -----------------   -----------------
Commitments (note 8)
                                                                                $       31,895,812          18,940,704
                                                                                 =================   =================
</TABLE>


See accompanying notes to consolidated financial statements.


                                       33
<PAGE>   34

                     INFORMATION RESOURCE ENGINEERING, INC.
                                AND SUBSIDIARIES

                      Consolidated Statements of Operations

                  Years ended December 31, 1999, 1998, and 1997



<TABLE>
<CAPTION>
                                                                      1999               1998               1997
                                                                -----------------  -----------------  -----------------
<S>                                                           <C>                  <C>                <C>
Revenues                                                      $       18,926,893         23,241,710         16,006,998
Cost of revenues                                                       7,227,880          9,792,558          6,971,144
                                                                -----------------  -----------------  -----------------
                Gross profit                                          11,699,013         13,449,152          9,035,854
                                                                -----------------  -----------------  -----------------

Research and development expenses                                      5,851,255          4,625,139          3,755,766
Sales and marketing expenses                                           6,523,441          7,312,497          6,720,075
General and administrative expenses                                    2,730,322          2,943,794          2,570,200
Amortization of acquired intangible assets                                94,020            122,328            122,324
Reserve for (recovery of) CyberGuard advance (note 11)                  (375,000)           771,655                 --
                                                                -----------------  -----------------  -----------------
                Total operating expenses                              14,824,038         15,775,413         13,168,365
                                                                -----------------  -----------------  -----------------
                Operating loss                                       (3,125,025)        (2,326,261)        (4,132,511)

Interest income, net                                                     149,636            259,157            494,809
                                                                -----------------  -----------------  -----------------
                Loss before income tax expense                        (2,975,389)        (2,067,104)         (3,637,702)


Income tax expense (note 7)                                               85,133            318,881                 --
                                                                -----------------  -----------------  -----------------
                Net loss                                      $       (3,060,522)        (2,385,985)        (3,637,702)
                                                                =================  =================  =================
Loss per common share -- basic and diluted                    $             (.56)              (.44)              (.67)
                                                                =================  =================  =================

Weighted average number of common shares
     outstanding -- basic and diluted                                  5,504,440          5,408,945          5,461,611
                                                                =================  =================  =================
</TABLE>


See accompanying notes to consolidated financial statements.



                                       34
<PAGE>   35

                     INFORMATION RESOURCE ENGINEERING, INC.
                                AND SUBSIDIARIES

             Consolidated Statements of Comprehensive Income (Loss)

                  Years ended December 31, 1999, 1998 and 1997



<TABLE>
<CAPTION>
                                                                        1999              1998              1997
                                                                   ----------------  ----------------  ----------------
<S>                                                              <C>                 <C>               <C>
Net loss                                                         $     (3,060,522)       (2,385,985)       (3,637,702)

Other comprehensive income (loss) --
     foreign currency translation adjustment                             (915,038)           389,224         (255,172)
                                                                   ----------------  ----------------  ----------------
                Comprehensive loss                               $     (3,975,560)       (1,996,761)       (3,892,874)
                                                                   ================  ================  ================
</TABLE>


See accompanying notes to consolidated financial statements.


                                       35
<PAGE>   36

                     INFORMATION RESOURCE ENGINEERING, INC.
                                AND SUBSIDIARIES

                 Consolidated Statements of Stockholders' Equity

                  Years ended December 31, 1999, 1998 and 1997


<TABLE>
<CAPTION>
                                                                                                                       ACCUMULATED
                                                                                                                          OTHER
                                                        COMMON STOCK               ADDITIONAL                         COMPREHENSIVE
                                                 --------------------------         PAID-IN         ACCUMULATED           INCOME
                                                  SHARES           AMOUNT           CAPITAL           DEFICIT             (LOSS)
                                                 --------------------------       -------------    --------------      -----------
<S>                                               <C>          <C>               <C>              <C>                 <C>
 Balance at December 31, 1996                     5,458,127    $     54,581      $   30,917,584   $    (8,597,003)    $   (513,927)

      Stock options exercised                         4,600              46              11,693                --               --

      Net loss for 1997                                  --              --                  --        (3,637,702)              --

      Foreign currency translation adjustment            --              --                  --                --         (255,172)
                                                 ----------     -----------       -------------    --------------      -----------
Balance at December 31, 1997                      5,462,727    $     54,627      $   30,929,277   $   (12,234,705)    $   (769,099)

     Stock options exercised                          3,800              38               9,750                --               --

     Stock option compensation                           --              --             102,827                --               --

     Net loss for 1998                                   --              --                  --        (2,385,985)              --

     Foreign currency translation adjustment             --              --                  --                --          389,224

     Treasury stock purchases (note 6)                   --              --                  --                --               --
                                                 ----------     -----------       -------------    --------------      -----------
Balance at December 31, 1998                      5,466,527    $     54,665      $   31,041,854   $   (14,620,690)    $   (379,875)
     Sale of common stock, net of
        offering expenses (note 6)                1,000,000          10,000          14,021,812                --               --

     Stock options exercised                         51,906             519             947,606                --               --

     Stock warrants exercised (note 10)              23,050             231             391,620                --               --

     Stock option compensation                           --              --             138,255                --               --

     Net loss for 1999                                   --              --                  --        (3,060,522)              --

     Foreign currency translation adjustment             --              --                  --                --         (915,038)

     Other                                               --              --               5,500                --               --
                                                 ----------     -----------       -------------    --------------      -----------
Balance at December 31, 1999                      6,541,483    $     65,415      $   46,546,647   $   (17,681,212)    $ (1,294,913)
                                                 ==========     ===========       =============    ==============      ===========
</TABLE>

<TABLE>
<CAPTION>
                                                             TREASURY STOCK                NET
                                                     ----------------------------      STOCKHOLDERS'
                                                       SHARES            AMOUNT           EQUITY
                                                     ----------------------------      ------------
<S>                                                  <C>               <C>            <C>
 Balance at December 31, 1996                               --         $       --     $  21,861,235

      Stock options exercised                               --                 --            11,739

      Net loss for 1997                                     --                 --        (3,637,702)

      Foreign currency translation adjustment               --                 --          (255,172)
                                                     ---------          ---------      ------------
Balance at December 31, 1997                                --         $       --     $  17,980,100

     Stock options exercised                                --                 --             9,788

     Stock option compensation                              --                 --           102,827

     Net loss for 1998                                      --                 --        (2,385,985)

     Foreign currency translation adjustment                --                 --           389,224

     Treasury stock purchases (note 6)                 174,000           (695,853)         (695,853)
                                                     ---------          ---------      ------------
Balance at December 31, 1998                           174,000         $ (695,853)    $  15,400,101
     Sale of common stock, net of
        offering expenses (note 6)                          --                 --        14,031,812

     Stock options exercised                          (174,000)           695,853         1,643,978

     Stock warrants exercised (note 10)                     --                 --           391,851

     Stock option compensation                              --                 --           138,255

     Net loss for 1999                                      --                 --        (3,060,522)

     Foreign currency translation adjustment                --                 --          (915,038)

     Other                                                  --                 --             5,500
                                                     ---------          ---------      ------------
Balance at December 31, 1999                                --         $       --     $  27,635,937
                                                     =========          =========      ============
</TABLE>

See accompanying notes to consolidated financial statements.

                                       36
<PAGE>   37

                     INFORMATION RESOURCE ENGINEERING, INC.
                                AND SUBSIDIARIES

                      Consolidated Statements of Cash Flows

                  Years ended December 31, 1999, 1998 and 1997

<TABLE>
<CAPTION>
                                                                 1999                 1998                1997
                                                          ------------------   ------------------   -----------------
<S>                                                     <C>                    <C>                  <C>
Cash flows from operating activities:
    Net loss                                            $        (3,060,522)          (2,385,985)         (3,637,702)

    Adjustments to reconcile net loss to net cash
        used in operating activities:
          Depreciation and amortization                           1,097,242              911,708             840,499

          Amortization of goodwill                                   94,020              122,328             122,324

          Stock option compensation                                 138,255              102,827                  --

          Reserve for CyberGuard advance                                 --              771,655                  --

          Changes in operating assets and liabilities:
             (Increase) decrease in accounts
                 receivable                                         313,966           (1,526,706)         (1,707,438)

             (Increase) decrease in inventories                     366,171             (511,495)            511,506

             Increase (decrease) in accounts payable               (231,902)             536,047            (208,882)

             Increase (decrease) in accrued expenses                 17,844              (64,946)            468,364

             Increase (decrease) in deferred revenue              1,157,542             (453,064)            616,561

             Other                                                   78,528              206,624            (549,383)
                                                          ==================   ==================   =================

             Net cash used in operating activities                  (28,856)          (2,291,007)         (3,544,151)

Cash flows from investing activities:
    Maturities of short-term investments                                 --            2,839,408           7,054,000

    Purchase of short-term investments                             (500,715)            (500,000)         (7,081,428)

    Equipment expenditures                                         (493,042)            (477,752)           (307,258)

    Additions to computer software development costs             (1,058,408)            (508,725)           (506,042)

    Other                                                                --                   --            (137,500)
                                                          ------------------   ------------------   -----------------
             Net cash provided by (used in)
                 investing activities                            (2,052,165)           1,352,931            (978,228)
                                                          ==================   ==================   =================
</TABLE>


                                                                     (Continued)

                                       37
<PAGE>   38


                     INFORMATION RESOURCE ENGINEERING, INC.
                                AND SUBSIDIARIES

                Consolidated Statements of Cash Flows, Continued

                  Years ended December 31, 1999, 1998 and 1997


<TABLE>
<CAPTION>
                                                                 1999                    1998                   1997
                                                         --------------------     ------------------      -----------------
<S>                                                     <C>                       <C>                     <C>
Cash flows from financing activities:
    Proceeds from issuance of common stock,
       net of offering expense                          $          14,031,812                     --                     --

    Treasury stock purchases                                               --               (695,853)                    --

    Payments of long-term debt                                             --                (16,710)               (18,480)

    Proceeds from exercise of stock options                         1,643,978                  9,788                 11,739

    Proceeds from exercise of stock warrants                          391,851                     --                     --

    Other                                                               5,500                     --                     --
                                                         ---------------------    -------------------     ------------------
             Net cash provided by (used in)
                 financing activities                              16,073,141               (702,775)                (6,741)
                                                         ---------------------    -------------------     ------------------

Effect of exchange rate changes on cash                              (696,360)               284,464               (165,802)
                                                         ---------------------    -------------------     ------------------
             Net increase (decrease) in cash
                 and cash equivalents                              13,295,760             (1,356,387)            (4,694,922)

Cash and cash equivalents at beginning of year                      5,865,682              7,222,069             11,916,991
                                                         ---------------------    -------------------     ------------------

Cash and cash equivalents at end of year                $          19,161,442              5,865,682              7,222,069
                                                         =====================    ===================     ==================
Cash paid for:
    Interest expense                                    $                 604                  1,209                 11,520
                                                         =====================    ===================     ==================

    Income taxes                                        $             101,170                     --                     --
                                                         =====================    ===================     ==================
</TABLE>


See accompanying notes to consolidated financial statements.


                                       38
<PAGE>   39

                     INFORMATION RESOURCE ENGINEERING, INC.
                                AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements

                  Years ended December 31, 1999, 1998 and 1997


(1)  BUSINESS
================================================================================
     Information Resource Engineering, Inc. (the Company) is engaged in the
     business of designing, manufacturing and marketing enterprise network
     security technology and systems that enable the deployment of secure
     Virtual Private Network solutions over the Internet and other shared public
     networks. Rapid changes in technology could have an adverse financial
     impact on the Company. The Company has accumulated losses since its
     inception. The Company expects to continue to increase expenditures in all
     areas in order to execute its business plan. The Company may require
     additional capital in the future to meet its operating and capital needs.


(2)  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
================================================================================
     (a) PRINCIPLES OF CONSOLIDATION
     The consolidated financial statements include the accounts of the Company
     and wholly owned subsidiaries. All significant intercompany balances and
     transactions have been eliminated in consolidation.

     (b) CASH EQUIVALENTS
     The Company considers investments purchased with maturities, at date of
     purchase, of three months or less to be cash equivalents. The Company has
     $16,507,000 and $871,000 of cash equivalents at December 31, 1999 and 1998,
     respectively, comprised of overnight repurchase agreements, short-term
     money market funds and commercial paper.

     (c) SHORT-TERM INVESTMENTS
     Short-term investments of $500,715 at December 31, 1999 consist of held-to
     maturity corporate debt, which are reported at cost and mature in May 2000.
     Held-to maturity securities are those securities in which the Company has
     the ability and intent to hold until maturity.

     (d) REVENUES
     Revenue is recognized from system sales when title transfers, which is
     generally when the product is shipped. Unearned income on maintenance
     contracts is amortized by the straight-line method over the terms of the
     contracts. Revenues from engineering services are recognized as the
     services are provided. There was no material accounts receivable related to
     unbilled engineering services at December 31, 1999 and 1998.

     The revenue from sales of software products (including specified
     upgrades/enhancements) generally is recognized upon delivery of the
     products. The revenue allocated to postcontract customer support generally
     is recognized ratably over the term of the support and revenue allocated to
     service elements (such as training and installation) generally is
     recognized as the services are performed. If the Company does not have
     specific evidence of the fair value for all elements in a multiple-element
     arrangement, all revenue from the arrangement is deferred until such
     evidence exists or until all elements are delivered.

     The Company grants credit to clients. Sales terms with clients, including
     distributors, generally do not provide for right of return privileges for
     credit, refund or other products. The Company's clients, which

                                       39
<PAGE>   40
                     INFORMATION RESOURCE ENGINEERING, INC.
                                AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements

                  Years ended December 31, 1999, 1998 and 1997


     include both commercial companies and governmental agencies, are in various
     industries, including banking, security, communications and distributors of
     electronic products.

     (e) INVENTORIES
     Inventories are stated at the lower of cost or market. Cost is determined
     by the first-in, first-out method. Cost is determined by the average cost
     method for the Company's subsidiary outside the United States.

     (f) EQUIPMENT AND LEASEHOLD IMPROVEMENTS
     Equipment and leasehold improvements are stated at cost less accumulated
     depreciation and amortization. Depreciation of equipment is determined
     using the straight-line method over the estimated useful life of three to
     five years. Leasehold improvements are amortized over the life of the
     lease.

     (g) COMPUTER SOFTWARE DEVELOPMENT COSTS
     Computer software development costs are capitalized subsequent to the
     establishment of technological feasibility for each software product which
     is evidenced by a detailed program design. Capitalization of costs ceases
     when the product is available for general release to customers. Such costs
     are amortized using the straight-line method over a three to five year
     period beginning on product release dates. The Company assesses the
     recoverability of this intangible asset by comparing the unamortized
     balance to the undiscounted future net cash flows to be generated by the
     asset. Amortization charged to expense in 1999, 1998 and 1997 were
     $478,498, $365,182, and $266,318, respectively.

     (h) GOODWILL
     The excess of acquisition costs over the fair value of net assets acquired
     is amortized on a straight-line basis over ten years. The Company assesses
     the recoverability of this intangible asset by determining whether the
     amortization of the goodwill balance over its remaining life can be
     recovered through undiscounted future operating cash flows of the acquired
     operation. The amount of goodwill impairment, if any, is measured based on
     projected discounted future operating cash flows.

     During 1999 and 1998, the Company realized the benefit of an acquired net
     operating loss carryforward. The benefits of $52,017 in 1999 and $203,979
     in 1998 were credited to goodwill.

     (i) IMPAIRMENT OF LONG-LIVED ASSETS AND LONG-LIVED ASSETS TO BE DISPOSED OF
     The Company reviews long-lived assets and certain identifiable intangibles
     for impairment whenever events or changes in circumstances indicate that
     the carrying amount of an asset may not be recoverable. Recoverability of
     assets to be held and used is measured by a comparison of the carrying
     amount of an asset to undiscounted future net cash flows expected to be
     generated by the asset. If such assets are considered to be impaired, the
     impairment to be recognized is measured by the amount by which the carrying
     amount of assets exceed the fair value of the assets. Assets to be disposed
     of are reported at the lower of the carrying amount or fair value less
     costs to sell.

                                       40
<PAGE>   41
                     INFORMATION RESOURCE ENGINEERING, INC.
                                AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements

                  Years ended December 31, 1999, 1998 and 1997


     (j) PRODUCT WARRANTIES
     The Company warrants to the original purchaser that each of its hardware
     products will be free from defects in materials and workmanship generally
     for a period of one year from the date of purchase. Expected future product
     warranty expense is recorded when the product is sold.

     (k) TRANSLATION OF FOREIGN CURRENCIES
     Assets and liabilities of the foreign subsidiary are translated at the
     exchange rates as of the balance sheet dates; equity accounts are
     translated at historical exchange rates. Revenues and expenses are
     translated at the average exchange rates for the periods presented.
     Translation gains and losses are included in stockholders' equity.

     (l) INCOME TAXES
     Deferred tax assets and liabilities are recognized for the future tax
     consequences attributable to differences between the financial statement
     carrying amounts of existing assets and liabilities and their respective
     tax bases and operating loss and tax credit carryforwards. Deferred tax
     assets and liabilities are measured using enacted tax rates expected to
     apply to taxable income in the years in which those temporary differences
     are expected to be recovered or settled. The effect on deferred tax assets
     and liabilities of a change in tax rates is recognized in income in the
     period that includes the enactment date.

     (m) STOCK OPTIONS ISSUED
     The Company applies the intrinsic value method to account for stock-based
     compensation to employees and directors. The Company uses the fair
     value-based method to account for stock-based compensation expense for
     stock options granted to non-employees.

     (n) LOSS PER COMMON SHARE
     Basic earnings per share (EPS) is calculated by dividing net loss by the
     weighted-average number of common shares outstanding for the applicable
     period. Diluted EPS is calculated after adjusting the numerator and the
     denominator of the basic EPS calculation for the effect, if any, of all
     dilutive potential common shares outstanding during the period.

     (o) NEW ACCOUNTING PRONOUNCEMENTS
     In June 1998, the Financial Accounting Standards Board issues SFAS No. 133,
     Accounting for Derivative Instruments and Hedging Activities. SFAS No. 133
     establishes accounting and reporting standards for derivative instruments
     and for hedging activities. It requires that an entity recognize all
     derivatives as either assets or liabilities at fair value. Adoption of SFAS
     No. 133 is required beginning January 1, 2001 and is not expected to have a
     material impact on the Company's financial position or results of
     operations.

     (p) USE OF ESTIMATES
     The preparation of consolidated financial statements in conformity with
     generally accepted accounting principles requires management to make
     estimates and assumptions that affect reported amounts of assets and
     liabilities and disclosure of contingent assets and liabilities at the date
     of the consolidated financial statements and the reported amounts of
     revenues and expenses during the reporting the period. Actual results could
     differ from those estimates.

                                       41
<PAGE>   42
                     INFORMATION RESOURCE ENGINEERING, INC.
                                AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements

                  Years ended December 31, 1999, 1998 and 1997


     (q) FAIR VALUE OF FINANCIAL INSTRUMENTS
     The carrying value of cash and cash equivalents, short-term investments,
     accounts receivable, accounts payable and accrued expenses approximates
     fair value due to the short maturity of these instruments.

     (r)RECLASSIFICATIONS
     Certain amounts for 1998 have been reclassified to conform to 1999
     presentation.


(3)  INVENTORIES
================================================================================
     Inventories consist of the following:

<TABLE>
<CAPTION>
                                                                                          1999            1998
                                                                                   -----------------  --------------
<S>                                                                              <C>
Raw materials                                                                    $        1,365,455       1,778,436
Finished goods                                                                            1,580,072       1,754,876
                                                                                   =================  ==============

                                                                                 $        2,945,527       3,533,312
                                                                                   =================  ==============
</TABLE>


(4)  EQUIPMENT AND LEASEHOLD IMPROVEMENTS, NET
================================================================================
     Equipment and leasehold improvements consist of the following:

<TABLE>
<CAPTION>
                                                                                          1999            1998
                                                                                      -------------   -------------
<S>                                                                                 <C>               <C>
Equipment                                                                           $    3,032,528       2,627,787
Automobiles                                                                                100,684         103,627
Leasehold improvements                                                                     637,668         646,907
                                                                                      -------------   -------------
                                                                                         3,770,880       3,378,321
Less accumulated depreciation and amortization                                           2,346,893       1,821,835
                                                                                      =============   =============
                                                                                    $    1,423,987       1,556,486
                                                                                      =============   =============
</TABLE>


                                       42
<PAGE>   43

                     INFORMATION RESOURCE ENGINEERING, INC.
                                AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements

                  Years ended December 31, 1999, 1998 and 1997


(5)  ACCRUED EXPENSES
================================================================================
     Accrued expenses consist of the following:

<TABLE>
<CAPTION>
                                                                                          1999            1998
                                                                                      -------------   -------------
<S>                                                                                 <C>               <C>
Accrued salaries and commissions                                                    $    1,110,476       1,049,686
Other                                                                                      523,500         683,505
                                                                                      =============   =============
                                                                                    $    1,633,976       1,733,191
                                                                                      =============   =============
</TABLE>

(6)  STOCKHOLDERS' EQUITY
================================================================================
     In December 1999, the Company completed a public offering of 1,000,000
     shares of common stock at a per share price of $15. The net proceeds to the
     Company from the offering were approximately $14,032,000, net of offering
     expenses.

     In 1998, the Company purchased 174,000 shares of its common stock at an
     average price of $4.00. These shares were issued under the Company's Stock
     Option Plan during 1999.


(7)  INCOME TAXES
================================================================================
     Income taxes for the years ended December 31, 1999 and 1998 of $85,133 and
     $318,881, respectively, consist of income tax expense of the Company's
     Swiss subsidiary.

     The income tax expense (benefit) differed from the amount computed by
     applying the Federal income tax rate of 34% to loss before income tax
     expense as a result of the following:

<TABLE>
<CAPTION>
                                                                      1999            1998            1997
                                                                 ---------------  --------------  --------------
<S>                                                            <C>                <C>             <C>
Computed "expected" tax benefit                                $     (1,011,632)       (702,815)     (1,236,819)
Increase (reduction) in income taxes resulting
    from state and local income taxes, net of
    federal income tax benefit                                         (149,090)        (95,500)       (173,387)
Amortization of acquired intangible assets, not
    deductible for tax purposes                                          31,967          41,590          41,590
Change in the beginning-of-the-year balance of the
    valuation allowance for deferred tax assets
    allocated to income tax expense                                   1,327,000       1,035,000       1,635,000
Foreign                                                                 (50,795)             --              --
Other, net                                                              (62,317)         40,606        (266,384)
                                                                 ===============  ==============  ==============

                                                               $         85,133         318,881              --
                                                                 ===============  ==============  ==============
</TABLE>


                                       43
<PAGE>   44


                     INFORMATION RESOURCE ENGINEERING, INC.
                                AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements

                  Years ended December 31, 1999, 1998 and 1997

The tax effects of temporary differences that give rise to significant portions
of the deferred tax assets are presented below at December 31:

<TABLE>
<CAPTION>
                                                                                       1999             1998
                                                                                  ---------------  ---------------
<S>                                                                             <C>                <C>
Deferred tax assets:
     Inventories, due to additional costs inventoried for tax
        purposes pursuant to the Tax Reform Act of 1986                         $        202,000          141,000
     Net operating loss carryforward                                                   6,603,000        5,420,000
     Reserve for CyberGuard advance                                                      106,000          298,000
     Stock option compensation                                                            93,000           40,000
     Other                                                                               130,000           46,000
                                                                                  ---------------  ---------------

                                                                                       7,134,000        5,945,000
                                                                                  ---------------  ---------------
Deferred tax liabilities:
     Earnings and profits of foreign subsidiary                                         (100,000)      (1,192,000)
     Equipment, due to differences in depreciation                                       (46,000)        (108,000)
     Other                                                                               (15,000)         (31,000)
                                                                                  ---------------  ---------------

                                                                                        (161,000)      (1,331,000)
                                                                                  ---------------  ---------------

        Net deferred tax asset                                                         6,973,000        4,614,000

Less valuation allowance                                                              (6,973,000)      (4,614,000)
                                                                                  ===============  ===============

                                                                                $             --               --
                                                                                  ===============  ===============
</TABLE>

     The Company has net operating loss carryforwards for United States income
     tax purposes of approximately $17,098,000 which are available to reduce
     future taxable income through 2019. The disqualified dispositions of
     incentive stock options and the exercise of nonqualified stock options have
     generated approximately $2,800,000 of the Company's net operating loss
     carryforward. Upon use of this portion of the net operating loss
     carryforward, $1,097,000 of the valuation allowance will be reversed and
     credited to stockholders' equity

     In assessing the realizability of deferred tax assets, management considers
     whether it is more likely than not that some portion or all of the deferred
     tax assets will not be realized. The ultimate realization of the deferred
     tax assets is dependent on the generation of future taxable income during
     the periods in which temporary differences are deductible and net operating
     losses are allowable. Based on consideration of the above factors
     management established a valuation allowance of $6,973,000 and $4,614,000
     at December 31, 1999 and 1998, respectively. The change in the valuation
     allowance of $2,359,000 is comprised of $1,327,000 included in income tax
     expense and $1,032,000 related to net operating loss carryforward generated
     by the disqualified dispositions of incentive stock options and the
     exercise of non-qualified stock options.

                                       44
<PAGE>   45


                     INFORMATION RESOURCE ENGINEERING, INC.
                                AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements

                  Years ended December 31, 1999, 1998 and 1997


(8)  LEASES
================================================================================
     The Company leases office facilities and equipment under operating leases
     expiring at various dates through 2004. The leases require the Company to
     pay real estate taxes, insurance and maintenance. The Company recognizes
     rent expense on a straight-line basis. The annual minimum rentals under the
     leases as of December 31, 1999 are as follows:

<TABLE>
<S>                                                                                                 <C>
2000                                                                                                $      560,410
2001                                                                                                       448,782
2002                                                                                                       458,664
2003                                                                                                       360,775
2004                                                                                                         1,097
                                                                                                      =============
</TABLE>

     Rent expense for the years ended December 31, 1999, 1998 and 1997 was
     $629,233, $609,538, and $616,465, respectively.


(9)  PENSION PLANS
================================================================================
     The Company has a defined contribution pension plan for employees who have
     completed three months of service with the Company. The Plan permits
     pre-tax contributions to the Plan by participants pursuant to Section
     401(k) of the Internal Revenue Code (the Code) of 3% to 10% of base
     compensation up to the maximum allowable contributions as determined by the
     Code. The Company matches participants' contributions on a discretionary
     basis. The Company may also make additional discretionary contributions.
     The Company made no contributions to the plan during the three years ended
     December 31, 1999.

     All of the Company's Swiss employees are participants in a national,
     compulsory, contributory pension plan, which is administered by an outside
     institution. The employees' contributions are defined and calculated
     according to age group. The employer's contributions are then of the same
     amount. The pension costs for the Swiss subsidiary during 1999, 1998, and
     1997 were $238,079, $252,026, and $248,746, respectively.


(10) STOCK OPTIONS AND WARRANTS
================================================================================
     The Company has a stock option plan which provides for the granting of
     stock options to officers, directors, consultants and employees of the
     Company. Options issued pursuant to the plan are exercisable at the fair
     market value of the common stock on the date of the issuance of the option.
     Either incentive stock options or non-qualified stock options may be
     granted under the plan. The vesting and exercise periods are determined by
     the Board of Directors not to exceed ten years. Options issued to date
     generally vest 33 1/3% per year commencing with dates of grant and expire
     seven years from date of grant. Option transactions during 1997, 1998 and
     1999 were as follows:

                                       45
<PAGE>   46


                     INFORMATION RESOURCE ENGINEERING, INC.
                                AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements

                  Years ended December 31, 1999, 1998 and 1997

<TABLE>
<CAPTION>
                                                                                                             WEIGHTED
                                                                                                              AVERAGE
                                                                 NUMBER               RANGE OF               EXERCISE
                                                                OF SHARES          EXERCISE PRICES             PRICE
                                                             ---------------      ------------------       --------------
<S>                                                          <C>                <C>                      <C>
Outstanding at December 31, 1996                                    568,600     $ 1.30 to $28.63         $         15.92

     Granted                                                        931,250     $ 6.38 to $20.00         $         10.39

     Canceled                                                      (500,867)    $ 4.50 to $28.63         $         16.68

     Exercised                                                       (4,600)    $ 1.30 to $  4.50        $          2.55
                                                             ---------------      ------------------       --------------

Outstanding at December 31, 1997                                    994,383     $ 1.30 to $20.00         $         10.45

     Granted                                                        728,700     $ 3.09 to $  9.31        $          6.92

     Canceled                                                      (561,600)    $ 4.94 to $17.00         $         10.49

     Exercised                                                       (3,800)    $ 1.30 to $  5.25        $          2.58
                                                             ---------------      ------------------       --------------
Outstanding at December 31, 1998                                  1,157,683     $ 1.30 to $20.00         $          8.23

     Granted                                                        362,700     $ 9.19 to $31.50         $         14.91

     Canceled                                                       (95,105)    $ 5.00 to $23.31         $          9.93

     Exercised                                                     (225,906)    $ 1.30 to $13.00         $          7.35
                                                             ---------------      ------------------       --------------
Outstanding at December 31, 1999                                  1,199,372     $ 3.09 to $31.50         $         10.27
                                                             ===============      ==================       ==============

Exercisable at December 31, 1999                                    474,018     $ 3.25 to $31.50         $          9.77
                                                             ===============      ==================       ==============
</TABLE>

The following table summarizes information about stock options outstanding at
December 31, 1999.

<TABLE>
<CAPTION>
                                           OPTIONS OUTSTANDING                              OPTIONS EXERCISABLE
                         ------------------------------------------------------------------------------------------------
                                                WEIGHTED                WEIGHTED                             WEIGHTED
                                                 AVERAGE                AVERAGE                               AVERAGE
      RANGE OF              NUMBER              REMAINING               EXERCISE          NUMBER             EXERCISE
   EXERCISE PRICES         OF SHARES        CONTRACTUAL LIFE             PRICE           OF SHARES             PRICE
----------------------   --------------    --------------------      ---------------   --------------      --------------
<S>                      <C>               <C>                    <C>                  <C>              <C>
  $3.09 to $  7.38             387,254              4.98 years    $            6.29          129,748    $           6.04
  $8.12 to $  9.88             481,618              3.83 years    $            8.94          239,342    $           9.10
  $10.12 to $31.50             330,500              5.43 years    $           16.87          104,928    $          15.92
                         ==============    ====================      ===============   ==============      ==============

                             1,199,372              4.64 years    $           10.27          474,018    $           9.77
                         ==============    ====================      ===============   ==============      ==============

</TABLE>


                                       46
<PAGE>   47

                     INFORMATION RESOURCE ENGINEERING, INC.
                                AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements

                  Years ended December 31, 1999, 1998 and 1997


     The Company applies the intrinsic value method in accounting for options
     granted to employees and directors and, accordingly, no compensation cost
     has been recognized for its options in the financial statements. Had the
     Company determined compensation cost based on the fair value at the grant
     date for its stock options, the Company's net loss and per share amounts
     would have been the pro forma amounts indicated below:


<TABLE>
<CAPTION>
                                                                       1999             1998             1997
                                                                  ---------------  ---------------  ---------------
<S>                                                             <C>                <C>              <C>
Net loss:
     As reported                                                $    (3,060,522)      (2,385,985)      (3,637,702)
     Pro forma                                                       (5,124,000)      (2,925,000)      (4,252,000)
Loss per common share -- basic and diluted:
     As reported                                                $          (.56)            (.44)            (.67)
     Pro forma                                                             (.93)            (.54)            (.78)
                                                                  ===============  ===============  ===============
</TABLE>

     The pro forma net loss reflects only options granted since 1995. Therefore,
     the full impact of calculating compensation cost for stock options is not
     reflected in the pro forma net loss amounts presented above because
     compensation cost recognized over the option's vesting periods and
     compensation cost for options granted prior to January 1, 1995 is not
     considered.

     The weighted average fair values of options granted during 1999, 1998 and
     1997 were $4,144,000, $2,912,000, and $4,128,000, respectively, on the
     dates of grant. The fair values of options granted were calculated using
     the Black-Scholes option-pricing model with the following weighted average
     assumptions used for grants in 1999, 1998 and 1997, respectively: risk-free
     interest rates of 6.44% for 1999, 5.25% for 1998, and 5.71% to 6.78% for
     1997; expected volatility of 143% for 1999, 110% for 1998, and 63% for
     1997; dividend yield and expected dividend growth rate of 0% in all years;
     and expected lives of 3 to 5 years and expected forfeitures of 0% for all
     years.

     In addition, in November 1995, in connection with the private placement of
     300,000 shares of the Company's common stock, the Company issued the
     placement agent warrants to purchase 30,000 shares of common stock at
     $17.00 per share. Warrants for 23,050 of these shares were exercised in
     June 1999 and the remaining 6,950 were exercised in January 2000.

     At December 31, 1999, the Company had reserved 1,618,322 shares of common
     stock for the stock option plans and conversion of outstanding warrants.


                                       47
<PAGE>   48


                     INFORMATION RESOURCE ENGINEERING, INC.
                                AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements

                  Years ended December 31, 1999, 1998 and 1997


(11) RESERVE FOR (RECOVERY OF) CYBERGUARD ADVANCE
================================================================================

     In August 1996, the Company signed a two year Joint Development and
     Marketing Agreement with CyberGuard Corporation (CyberGuard). The companies
     intended to develop and market a product that combined the Company's
     SafeNet/Enterprise products and CyberGuard's Firewall product. In
     connection therewith, the Company prepaid a refundable $1,000,000 license
     fee to CyberGuard.

     In June 1998, a Distribution Agreement and an Original Equipment Agreement
     (OEM Agreement) replaced the original agreement. Under these agreements,
     CyberGuard agreed to repay on December 31, 1998 the original $1,000,000
     advance less used license fees and a right to manufacture fee. On December
     31, 1998, CyberGuard failed to honor its obligation to repay the unused
     license fee.

     Since the Company could not ascertain the ultimate viability of CyberGuard
     as a result of its August 1998 announcement that CyberGuard was
     experiencing significant pressure on its liquidity, and the January 1999
     delisting of CyberGuard's securities from the NASDAQ Stock Market, the
     Company reserved for the remaining advance as of December 31, 1998.

     During 1999, the Company agreed to accept a $650,000 note receivable from
     CyberGuard as payment in full on CyberGuard's obligation. The Company
     received $375,000 on the note in 1999 and expects the remaining balance to
     be paid in two equal installments of $137,500 during the year ended
     December 31, 2000. The Company plans to recognize such amounts when
     received.


(12) SEGMENTS OF THE COMPANY AND RELATED INFORMATION
================================================================================

     The Company has two reportable segments: network security products designed
     and manufactured in the United States and network security products
     designed and manufactured outside the United States. The reportable
     segments are strategic business units that offer different products. The
     segments are managed separately because each segment requires different
     technology and marketing strategies. The accounting policies of the
     segments are the same as those described in the summary of significant
     accounting policies.

                                       48
<PAGE>   49


                     INFORMATION RESOURCE ENGINEERING, INC.
                                AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements

                  Years ended December 31, 1999, 1998 and 1997


<TABLE>
<CAPTION>
                                                     ------------------------------------------------------------
                                                                                1999
                                                     ------------------------------------------------------------
                                                         WITHIN THE          OUTSIDE THE
                                                       UNITED STATES        UNITED STATES        CONSOLIDATED
                                                     -------------------  ------------------  -------------------
<S>                                                <C>                    <C>                 <C>
Revenues from external customers                   $         12,577,037           8,389,573           20,966,610
Intersegment revenues                                         2,012,399              27,318            2,039,717
                                                     ===================  ==================  ===================
                Consolidated revenues              $         10,564,638           8,362,255           18,926,893
                                                     ===================  ==================  ===================
Operating profit (loss)                            $         (5,469,704)          2,344,679           (3,125,025)
Operating profit (loss) after intersegment billings          (3,469,704)            344,679           (3,125,025)
Interest income                                                 118,021              32,219              150,240
Interest expense                                                    604                  --                  604
Income tax expense                                                   --              85,133               85,133
Depreciation and amortization expense                         1,037,945             153,317            1,191,262
Recovery of CyberGuard advance                                  375,000                  --              375,000
Segment assets                                               25,582,962           6,312,850           31,895,812
                                                     ------------------------------------------------------------
                                                                                1998
                                                     ------------------------------------------------------------
                                                         WITHIN THE          OUTSIDE THE
                                                       UNITED STATES        UNITED STATES        CONSOLIDATED
                                                     -------------------  ------------------  -------------------
Revenues from external customers                   $         11,642,072          11,646,006           23,288,078
Intersegment revenues                                            18,354              28,014               46,368
                                                     ===================  ==================  ===================
                Consolidated revenues              $         11,623,718          11,617,992           23,241,710
                                                     ===================  ==================  ===================
Operating profit (loss)                            $         (6,361,349)          4,035,088           (2,326,261)
Interest income                                                 232,957              27,409              260,366
Interest expense                                                  1,209                  --                1,209
Income tax expense                                                   --             318,881              318,881
Depreciation and amortization expense                           881,533             152,503            1,034,036
Reserve for CyberGuard advance                                  771,655                  --              771,655
Segment assets                                                9,602,354           9,338,350           18,940,704
                                                     ------------------------------------------------------------
                                                                                1997
                                                     ------------------------------------------------------------
                                                         WITHIN THE          OUTSIDE THE
                                                        UNITED STATES       UNITED STATES        CONSOLIDATED
                                                     -------------------  ------------------  -------------------
Revenues from external customers                   $         10,534,931           5,585,305           16,120,236
Intersegment revenues                                             2,260             110,978              113,238
                                                     ===================  ==================  ===================
                Consolidated revenues              $         10,532,671           5,474,327           16,006,998
                                                     ===================  ==================  ===================
Operating profit (loss)                            $         (4,161,791)             29,280           (4,132,511)
Interest income                                                 489,427              16,902              506,329
Interest expense                                                 11,520                  --               11,520
Depreciation and amortization expense                           716,696             246,127              962,823
Segment assets                                               16,193,864           5,337,155           21,531,019
</TABLE>


                                       49
<PAGE>   50


                     INFORMATION RESOURCE ENGINEERING, INC.
                                AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements

                  Years ended December 31, 1999, 1998 and 1997

<TABLE>
<CAPTION>
GEOGRAPHIC INFORMATION
                                               REVENUES                                  LONG-LIVED ASSETS
                           ---------------------------------------------------------------------------------------------
<S>                      <C>               <C>             <C>             <C>             <C>            <C>
                                 1999            1998            1997            1999           1998             1997
                                 ----            ----            ----            ----           ----             ----

United States            $    10,347,908      10,023,840       9,023,425   $   3,304,341      2,879,649       2,909,014
Switzerland                    4,179,224       7,941,783       3,092,600         712,655        835,973       1,032,083
Germany                        2,108,528       1,817,868         292,231              --             --              --
Other foreign countries        2,291,233       3,458,219       3,598,742              --             --              --
                           --------------  --------------  --------------   -------------  -------------   -------------

        Total            $    18,926,893      23,241,710      16,006,998   $   4,016,996      3,715,622       3,941,097
                           ==============  ==============  ==============   =============  =============   =============
</TABLE>

In 1999, no commercial client accounted for greater than 10% of the Company's
consolidated revenues. In 1998, one commercial client of the Within the United
States segment and one commercial client of the Outside the United States
segment accounted for 11% and 13% respectively, of the Company's consolidated
revenues. In 1997, one commercial client of the Within the United States
segment accounted for 15% of the Company's consolidated revenues.

In 2000, the United States operations will be divided into two operating
groups. The Products Group will be responsible for network security products
sold directly to end-users. The Technology Group will be responsible for
products,chips and software that will be sold to companies that will embed the
Company's products into their products for ultimate sale to end users. Financial
information for these two operating groups for 1999 and prior years is not
readily available.



                                       50
<PAGE>   51

                     INFORMATION RESOURCE ENGINEERING, INC.
                                AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements

                  Years ended December 31, 1999, 1998 and 1997


                  Valuation and Qualifying Accounts Schedule II

<TABLE>
<CAPTION>
                                          BALANCE AT      CHARGES        CHARGES
                                           BEGINNING      TO COSTS      TO OTHER                                         BALANCE
                                              OF            AND        ACCOUNTS --   DEDUCTIONS --     RECOVERY --       AT END
                                            PERIOD        EXPENSES    DESCRIBE (a)    DESCRIBE (b)     DESCRIBE (c)     OF PERIOD
                                       ---------------  ------------  ------------   --------------    -------------   ------------
<S>                                    <C>              <C>           <C>            <C>               <C>             <C>
Allowance for doubtful accounts:
     Year ended December 31, 1999      $        86,725       170,842        (5,720)             842               --        251,005

     Year ended December 31, 1998      $        60,276        25,477           972               --               --         86,725

     Year ended December 31, 1997      $            --        60,276            --               --               --         60,276
                                       ===============  ============  =============  ==============    =============   ============
Reserve for CyberGuard advance:

     Year ended December 31, 1999      $       771,655            --             --         121,655          375,000        275,000

     Year ended December 31, 1998      $            --       771,655             --              --               --        771,655
                                       ===============  ============  =============  ==============    =============   ============
</TABLE>

(a)   Charges to other accounts represent the translation effect for the change
      in the Swiss Franc exchange rate for balances existing at the beginning of
      the period.

(b)   Deductions represent write-offs of specifically identified accounts.

(c)   Recovery represents cash received on previously reserved account.



                                       51
<PAGE>   52

ITEM 9 - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
================================================================================

None.

--------
PART III
--------

ITEM 10 - DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
================================================================================

The information required by this item is incorporated herein by reference to the
definitive Proxy Statement of IRE, which will be filed with the Securities and
Exchange Commission no later than 120 days after the close of IRE's fiscal year
ended December 31, 1999.


ITEM 11 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
================================================================================

The information required by this item is incorporated herein by reference to the
definitive Proxy Statement of IRE, which will be filed with the Securities and
Exchange Commission no later than 120 days after the close of IRE's fiscal year
ended December 31, 1999.


ITEM 12 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
================================================================================

The information required by this item is incorporated herein by reference to the
definitive Proxy Statement of IRE, which will be filed with the Securities and
Exchange Commission no later than 120 days after the close of IRE's fiscal year
ended December 31, 1999.

                                       52






<PAGE>   53
-------
PART IV
-------

ITEM 13 - EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
==========================================================================
<TABLE>
       <S>   <C>    <C>                                                           <C>
       (a)   1.     The financial statements filed as part of this report are
                    listed separately on the Index To Financial Statements on
                    page 31 of this Form.

             2.     Financial Statement Schedules: Schedule II Valuation
                    and Qualifying Accounts
       (b)   Reports on Form 8-K:  None

       (c)   Exhibits required by Item 601 of Regulation S-K:

             3A          Articles of Incorporation of Registrant, as
                         filed with the Secretary of State of Delaware on
                         November 1, 1988, as amended on March 6, 1989,
                         I/B/R(1) May 19, 1989, September 22, 1992, June
                         30, 1995 and October 4, 1995

             3B          By-laws of Registrant                                     I/B/R(2)

             4           Specimen of Common Stock Certificate of Registrant        I/B/R(2)

             10A         Sublease dated November 2, 1993 for facility at           I/B/R(3)
                         8029 Corporate Drive, Baltimore, MD.

             10B         Stock Option Plan of 1989                                 I/B/R(4)

             10C         Employment Agreement with Douglas Kozlay                  I/B/R(2)

             10D         Form Employee Non-Disclosure Agreement                    I/B/R(2)

             10E         Employment Agreement between GDS and Dr. Kurt H.          I/B/R(1)
                         Mueller

             10F         Placement Agent Warrant                                   I/B/R(1)

             10G         Joint Development and Marketing Agreement between
                         the Registrant and CyberGuard Corporation                 I/B/R(5)

             10H         Employment Agreement with Anthony Caputo                  I/B/R(5)

             10I         Agreement between IRE Secure Solutions, Inc.
                         (wholly-owned subsidiary of the Registrant) and Analog    I/B/R(6)
                         Devices, Inc.

             10J         1999 Employee Stock Option Plan                           I/B/R(7)

             10K         1999 Stock Bonus Plan                                     I/B/R(7)

             10L         Non-Employee Director Stock Option Plan                   I/B/R(7)

             21          Subsidiaries of Registrant

             23          Consent of KPMG LLP, independent public accountant

             27          Financial Data Schedule
</TABLE>


(1)   Filed as an exhibit to the Registration Statement on Form SB-2 (File No.
      33-80161) of the Registrant and incorporated herein by reference.

(2)   Filed as an exhibit to the Registration Statement on Form S-18 (File No.
      33-28673) of the Registrant and incorporated herein by reference.

(3)   Filed as an exhibit to Form 10-KSB for the fiscal year ended December 31,
      1993 and incorporated herein by reference.

(4)   Filed as an exhibit to the Registration Statement on Form S-1 (File No.
      33-52066) of the Registrant and incorporated herein by reference.

(5)   Filed as an exhibit to Form 10-K for the fiscal year ended December 31,
      1996 and incorporated herein by reference.

(6)   Filed as an exhibit to Form 10-Q for the quarterly period ended September
      30, 1996 and incorporated herein by reference.

(7)   Filed as an exhibit to a Definitive Proxy Statement on Schedule 14A for
      the Annual Meeting of Shareholders held on July 28, 1999 and incorporated
      herein by reference


                                       53


<PAGE>   54



SIGNATURES
=============================================================================

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on behalf
of the undersigned, thereunto duly authorized.



                                         INFORMATION RESOURCE ENGINEERING, INC.

                                          By:   /s/  ANTHONY A. CAPUTO
                                              -------------------------------
                                                Anthony A. Caputo
                                                Chairman, Chief Executive
                                                Officer and President

Date:  March 24, 1999

Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.

<TABLE>
<CAPTION>
           SIGNATURE                                                  Title                      Date
           ---------                                                  -----                      ----
<S>                                             <C>                                              <C>
       /s/ ANTHONY A. CAPUTO                    Chairman, Chief Executive Officer                March 24, 1999
--------------------------------------------    and President
         Anthony A. Caputo


                                                Senior Vice President and Chief Financial        March 24, 1999
       /s/ CAROLE D. ARGO                       Officer
--------------------------------------------    (Principal Financial and Accounting Officer)
          Carole D. Argo


       /s/ THOMAS A. BROOKS                     Director                                         March 24, 1999
--------------------------------------------
         Thomas A. Brooks


      /s/ SHELLEY A.HARRISON                    Director                                         March 24, 1999
--------------------------------------------
        Shelley A. Harrison


     /s/ DOUGLAS E. KOZLAY                      Director                                         March 24, 1999
--------------------------------------------
         Douglas E. Kozlay


       /s/ IRA A. HUNT, JR.                     Director                                         March 24, 1999
--------------------------------------------
         Ira A. Hunt, Jr.


         /s/ BRUCE R. THAW                      Director                                         March 24, 1999
--------------------------------------------
           Bruce R. Thaw
</TABLE>


                                       54