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                                                                   EXHIBIT 10.2

COAST

                                Amendment #2 to

                          Loan and Security Agreement

Borrower:             CyberGuard Corporation
Address:              2000 West Commercial Boulevard
                      Suite 200
                      Fort Lauderdale, Florida 33309

Date:                 October 6, 1999

         THIS AMENDMENT #2 TO LOAN AND SECURITY AGREEMENT (THE "AMENDMENT") IS
ENTERED INTO ON THE ABOVE DATE BY AND BETWEEN COAST BUSINESS CREDIT(R), A
DIVISION OF SOUTHERN PACIFIC BANK ("COAST") AND CYBERGUARD CORPORATION
("CYBERGUARD"). THIS AMENDMENT AMENDS THAT CERTAIN LOAN AND SECURITY AGREEMENT
DATED DECEMBER, 1997 (THE "LOAN AGREEMENT") BETWEEN COAST, ON THE ONE HAND AND
CYBERGUARD AND TRADEWAVE CORPORATION. THE LOAN AGREEMENT AND SCHEDULE, AS
MODIFIED BY THIS AMENDMENT AND PREVIOUS AMENDMENTS, SHALL FOR ALL PURPOSES BE
DEEMED TO BE, AND THE SAME SHALL CONSTITUTE AN INTEGRAL PART OF THE LOAN
AGREEMENT AND SCHEDULE. (DEFINITIONS AND CERTAIN TERMS USED IN THIS AMENDMENT
SHALL HAVE THE MEANINGS SET FORTH IN THE LOAN AGREEMENT, THE SCHEDULE AND ALL
OTHER DOCUMENTS AND AGREEMENTS EXECUTED IN CONNECTION THEREWITH OR IN
FURTHERANCE THEREOF).

         FOR GOOD AND VALUABLE CONSIDERATION, RECEIPT OF WHICH IS HEREBY
ACKNOWLEDGED, THE LOAN AGREEMENT IS HEREBY AMENDED IN THE FOLLOWING RESPECTS:

THE LOAN AGREEMENT

         DEFINITION OF BORROWER: "BORROWER" SHALL MEAN CYBERGUARD. ALL
         REFERENCES TO TRADEWAVE CORPORATION ARE HEREBY DELETED.

         Except as expressly modified herein, all other terms and conditions of
         the Loan Agreement, as previously modified or amended, remain
         unchanged.



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THE SCHEDULE TO LOAN AGREEMENT

SECTION 3 OF THE SCHEDULE (with respect to Interest and Fees) is amended to
read as follows:

3.       INTEREST AND FEES

         Section 3.1 -Interest Rate:

         THE FOLLOWING IS ADDED TO SECTION 3.1 TO THE SCHEDULE:

                         NOTWITHSTANDING ANYTHING CONTAINED HEREIN TO THE
                         CONTRARY, THE INTEREST RATE APPLICABLE TO THE
                         OBLIGATIONS SHALL REMAIN AT THREE PERCENT (3%) HIGHER
                         THAN ALL OF THE ABOVE-REFERENCED INTEREST RATES UNTIL
                         SUCH TIME AS ALL OF THE FOLLOWING CONDITIONS HAVE BEEN
                         MET TO THE SATISFACTION OF COAST, IN ITS SOLE
                         DISCRETION:

                         (A) BORROWER BECOMES CURRENT WITH RESPECT TO ALL OF
                         THE REPORTING REQUIREMENTS INCLUDING THOSE SPECIFIED
                         IN SECTION 8.3 OF THE SCHEDULE;

                         (B) BORROWER COMES INTO FULL COMPLIANCE WITH
                         APPLICABLE FEDERAL AND STATE SECURITIES STATUTES,
                         RULES AND REGULATIONS INCLUDING THE RULES AND
                         REGULATIONS PROMULGATED BY THE SECURITIES AND EXCHANGE
                         COMMISSION; AND

                         (C) BORROWER QUALIFIES, PURSUANT TO A "CLEAN" COAST
                         COLLATERAL REVIEW AUDIT, THAT ITS BOOKS AND RECORDS
                         ARE UP TO DATE.

         Except as expressly modified hereby, all other terms and provisions of
         Section 3.1 of the Schedule remain unchanged.

         The following is added to Section 3.2 of the Schedule:

         Section 3.2 - Amendment Fee:
                         IN ADDITION TO ALL PREVIOUSLY EARNED ORIGINATION,
                         AMENDMENT AND OTHER FEES, A SUPPLEMENTAL AMENDMENT FEE
                         OF $10,000 IS FULLY EARNED AND PAYABLE UPON THE
                         EFFECTIVE DATE OF THIS AMENDMENT.

         Except as expressly modified herein, all other terms and conditions of
         Section 3 of the Schedule, as previously modified or amended, remain
         unchanged.




         Section 9.2 - Early Termination Fee:

         Section 9.2 of the Schedule is superseded in its entirety by the
following:

                         AN AMOUNT EQUAL TO THREE PERCENT (3%) OF THE MAXIMUM
                         DOLLAR AMOUNT IF TERMINATION OCCURS ON OR BEFORE
                         DECEMBER 29, 2000, AND TWO PERCENT (2%) OF THE MAXIMUM
                         DOLLAR AMOUNT IF TERMINATION OCCURS ON OR BEFORE
                         DECEMBER 29, 2001.

SECTION 8 OF THE SCHEDULE is amended in the following respects:

         SECTION 8.1 -     OTHER PROVISIONS:

                  (1)      [UNCHANGED]





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                  (2)      [UNCHANGED]

                  (3)      [UNCHANGED]

                  (4)      [UNCHANGED]

                  (5)      [UNCHANGED]

                  (6)      [UNCHANGED]

                  (7)      [UNCHANGED]

                  (8)      FROM THE EFFECTIVE DATE OF THIS AMENDMENT, BORROWER
                           SHALL MAINTAIN A MINIMUM ONGOING TANGIBLE NET WORTH
                           OF NOT LESS THAN THE FOLLOWING: ($1,577,000) FOR THE
                           PERIOD ENDED SEPTEMBER 30, 1999; ($1,649,000) FOR
                           THE PERIOD ENDED DECEMBER 31, 1999; ($1,037,000) FOR
                           THE PERIOD ENDED MARCH 31, 2000; ($233,000) FOR THE
                           PERIOD ENDED JUNE 30, 2000; AND, THEREAFTER, NOT
                           LESS THAN EIGHTY PERCENT (80%) OF PROJECTED TANGIBLE
                           NEW WORTH, WHICH PROJECTIONS MUST BE SATISFACTORY TO
                           COAST IN COAST'S SOLE AND ABSOLUTE DISCRETION.

                  (9)      [UNCHANGED]

                  (10)     [UNCHANGED]

                  (11)     [UNCHANGED]

                  (12)     NOT LATER THAN NINETY (90) DAYS FROM THE EFFECTIVE
                           DATE OF THIS AMENDMENT, BORROWER SHALL DELIVER TO
                           COAST AND OTHERWISE BECOME FULLY CURRENT WITH
                           RESPECT TO ALL REPORTS, DOCUMENTS AND STATEMENTS
                           THAT, ABSENT THIS AMENDMENT, WOULD OTHERWISE HAVE
                           BEEN DUE PURSUANT TO SECTION 8.3 OF THE SCHEDULE.
                           BORROWER SHALL THEREAFTER REMAIN CURRENT WITH
                           RESPECT TO SUCH REPORTING REQUIREMENTS.

         Except as expressly modified herein, all other terms and conditions of
         Section 8 of the Schedule, as previously modified or amended, remain
         unchanged.

SECTION 9 OF THE SCHEDULE (with respect to Term) is amended to read as follows:

         Section 9.1 of the Schedule dealing with the Maturity Date is
         superseded in its entirety by the following:

    Section 9.1 - Maturity Date:
                           December 29, 2001, subject to automatic renewal as
                           provided in Section 9.1 of the Agreement, and early
                           termination as provided in Section 9.2 of the
                           Agreement

CONDITIONS TO EFFECTIVENESS OF THIS AMENDMENT #2:

         IN AUGUST, 1999, BORROWER REQUESTED COAST'S CONSENT TO BORROWER
OBTAINING $4,313,484.38 IN SUBORDINATED LOANS FROM FERNWOOD PARTNERS II, LLC
AND CERTAIN EMPLOYEES. COAST CONSENTED TO THE TRANSACTIONS AS GENERALLY
DESCRIBED IN CORRESPONDENCE BETWEEN BORROWER AND COAST. THIS AMENDMENT #2 IS
SUBJECT TO AND CONDITIONED UPON BORROWER HAVING RECEIVED SUBSTANTIALLY ALL
PROCEEDS OF SUBORDINATED LOANS FROM FERNWOOD PARTNERS II, LLC AND CERTAIN
EMPLOYEES OF BORROWER UPON THE FOLLOWING GENERALLY-DESCRIBED TERMS: THE
SUBORDINATED LOANS ARE IN THE APPROXIMATE AMOUNT OF $4,313,484.38; THE LOANS
BEAR INTEREST AT 11.5% PER ANNUM; INTEREST IS PAYABLE QUARTERLY COMMENCING JULY
1, 2000; NO PRINCIPAL IS DUE UNTIL JUNE 30, 2002 AT WHICH TIME ALL PRINCIPAL
AND ACCRUED INTEREST WILL BE FULLY DUE AND PAYABLE; APPROXIMATELY $1.2 MILLION



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OF THE LOAN PROCEEDS ARE FOR REPAYMENT OF CERTAIN LOANS FROM FERNWOOD PARTNERS,
LLC AND THE BALANCE OF THE LOAN PROCEEDS ARE TO BE USED BY BORROWER FOR GENERAL
CORPORATE PURPOSES; ALTHOUGH THE SUBORDINATED LOANS MAY BE SECURED BY SECURITY
INTERESTS IN BORROWER'S ASSETS, SUCH SECURITY INTERESTS ARE AND SHALL AT ALL
TIMES REMAIN SUBORDINATE TO CLAIMS AND SECURITY INTERESTS OF COAST PURSUANT TO
THE TERMS OF THE STANDARD SUBORDINATION AGREEMENT THAT COAST REQUIRED BE SIGNED
BY EACH OF THE LENDERS.


CyberGuard Corporation


By:
   ---------------------------------
Title:
      ------------------------------



COAST BUSINESS CREDIT(R), a division oF
Southern Pacific Bank


By:
   ---------------------------------
Title:
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                           CONSENT AND REAFFIRMATION

         The undersigned, having executed and delivered to Coast a
Subordination Agreement and a Continuing Guaranty, hereby (a) consents to the
foregoing Amendment #2 to Loan and Security Agreement, (b) reaffirms that its
Subordination Agreement and Continuing Guaranty agreement are in full force and
effect, and (c) acknowledges that its Subordination Agreement and Continuing
Guaranty agreement shall include the modifications provided in Amendment #2 to
Loan and Security Agreement in addition to all prior modifications and
amendments to the Loan and Security Agreement.

"SUBORDINATING CREDITOR"
"GUARANTOR"

CYBERGUARD EUROPE LIMITED



By:
   ---------------------------------
Title:
      ------------------------------


                           CONSENTS AND REAFFIRMATIONS

BY PARTIES WHO PROVIDED SUBORDINATION AGREEMENTS ONLY

         The undersigned, each having executed and delivered to Coast a
Subordination Agreement, hereby (a) consent to the foregoing Amendment #2 to
Loan and Security Agreement, (b) reaffirm that their respective Subordination
Agreements are in full force and effect, and (c) acknowledge that their
respective Subordination Agreements shall include the modifications provided in
Amendment #2 to Loan and Security Agreement in addition to all prior
modifications and amendments to the Loan and Security Agreement.

[SIGNATURES IMMEDIATELY FOLLOW ON NEXT PAGE]



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"SUBORDINATING CREDITORS":



------------------------------------------------
TERRENCE A. ZIELINSKI
ATTORNEY AND ATTORNEY IN FACT FOR AND ON BEHALF
OF THE FOLLOWING PERSONS:
    DAWN GARNISH, WILLIAM CONFARE, ANDERSON JACKSON, TERRENCE A. ZIELINSKI,
    MICHAEL WITTIG, RAY ARTZ, FRED LEE BROWN, JR., BENJAMIN TREIBER, GREGORY
    HESSELBERG, WADE SCHOLINE, DIANA SHAHINIAN, STEPHEN ROTOLO, MARK HEUSER,
    GRAZIELLA DIAZ DE VILLEGAS, JAMES DIVIETRI, HADI METTAWA, REED TARPLEY,
    BETH REID, RIGHTER KUNKEL, MICHAEL KEENE, DAVID R. PROCTOR, FREDERICK O.
    HAWKES, PHYLISS WEBER, DAVID EDRICH, MARK SMITH, ROGER BARRANCO, DIANA
    NORWOOD, C. SHELTON JAMES; DAVID VANDEWATER; DAVID MANNING; RICHARD
    RIFENBURGH; PATRICK O. WHELLER; NANCY PARRISH; SOHEILA AMIRI; LELAND R.
    REISWIG; AND WILLIAM G. SCOTT


FERNWOOD PARTNERS II, LLC


By:
   ---------------------------------
Title:
      ------------------------------






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