EXHIBIT 10.25

                                       A-1
                          SECURE COMPUTING CORPORATION
                              AMENDED AND RESTATED
                            1995 OMNIBUS STOCK PLAN*
                       (AS AMENDED AS OF JANUARY 24, 1997)

         1. AMENDMENT OF EXISTING PLANS; PURPOSE. This Secure Computing
Corporation Amended and Restated 1995 Omnibus Stock Plan (the "Plan") amends and
restates in their entirety the Secure Computing Corporation 1989 Incentive Stock
Option Plan and the Secure Computing Corporation 1994 Nonqualified Stock Option
Plan (the "Prior Plans"). The purpose of the Plan is to motivate key personnel,
including non-employee directors, to produce a superior return to the
stockholders of Secure Computing Corporation by offering such personnel an
opportunity to realize Stock appreciation, by facilitating Stock ownership and
by rewarding them for achieving a high level of corporate financial performance.
The Plan is also intended to facilitate recruiting and retaining key personnel
of outstanding ability by providing an attractive capital accumulation
opportunity.

         2. DEFINITIONS AND RULES OF CONSTRUCTION. The capitalized terms used in
this Plan have the meanings, and certain rules of construction are, set forth in
the list of defined terms attached to this Plan as Exhibit A.

         3. ADMINISTRATION.

                  3.1 AUTHORITY OF COMMITTEE. The Committee shall administer the
         Plan. Solely for purposes of determining and administering Awards to
         Employees who are not then subject to the reporting requirements of
         Section 16 of the Exchange Act, the Committee may delegate all or any
         portion of its authority under the Plan to persons who are not
         Non-Employee Directors. The Committee shall have exclusive power to
         make Awards, to determine when and to whom Awards will be granted, the
         form of each Award, the amount of each Award, and any other terms or
         conditions of each Award. Each Award shall be subject to an Agreement
         authorized by the Committee. The Committee's interpretation of the Plan
         and of any Awards made under the Plan shall be final and binding on all
         persons with an interest therein. The Committee shall have the power to
         establish regulations to administer the Plan and to change such
         regulations.

                  3.2 AWARDS TO OUTSIDE DIRECTORS. Notwithstanding any contrary
         provisions of the Plan, the granting, terms, conditions and eligibility
         requirements of Awards granted to Outside Directors under Section 9.3
         of the Plan are governed solely by the provisions of the Plan
         pertaining thereto, and the Committee shall have no discretion with
         respect to the granting of such Awards or to alter or amend any terms,
         conditions or eligibility requirements of such Awards to Outside
         Directors.

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*Bracketed items indicate text to be approved at the 1997 Annual Meeting of
  Stockholders. All underscored text represents items to be approved at the
  meeting of the Board of Directors on January 24, 1997.

                  3.3 INDEMNIFICATION. To the full extent permitted by law, (i)
         no member of the Committee or any person to whom the Committee
         delegates authority under the Plan shall be liable for any action or
         determination taken or made in good faith with respect to the Plan or
         any Award made under the Plan, and (ii) the members of the Committee
         and each person to whom the Committee delegates authority under the
         Plan shall be entitled to indemnification by the Company with regard to
         such actions and determinations.

         4. SHARES AVAILABLE UNDER THE PLAN.

                  4.1 SHARES AVAILABLE. The number of Shares available for
         distribution under the Plan shall not exceed 3,944,131 [5,244,131]
         (subject to adjustment pursuant to Section 17 hereof). Any Shares
         subject to the terms and conditions of an Award under this Plan which
         are not used because the terms and conditions of the Award are not met
         may again be used for an Award under the Plan. However, Shares with
         respect to which a Stock Appreciation Right has been exercised (in cash
         or in Stock) may not again be awarded under this Plan.

                  4.2 CONDITIONAL ISSUANCES. If the Plan is amended at any time
         subject to stockholder approval, then the Committee may, in accordance
         with the terms and conditions of the Plan, grant Awards on a
         conditional basis, subject to such approval by the stockholders of the
         Company not later than the next annual meeting of the stockholders of
         the Company following the date of such conditional grant. Any Award
         granted on a conditional basis shall not be exercisable unless and
         until the amendment to the Plan is approved by the stockholders of the
         Company. If such an amendment is not approved by the stockholders at
         the next annual meeting of stockholders of the Company following the
         conditional grant, then the conditional grant shall be canceled.

                  5. ELIGIBILITY. Except as otherwise provided in Section 9.3
         hereof, the granting of Awards to Employees is solely at the discretion
         of the Committee.

         6.       GENERAL TERMS OF AWARDS.

                  6.1 AMOUNT OF AWARD. Each Agreement shall set forth the number
         of Shares of Restricted Stock, other Stock or Performance Units subject
         to such Agreement, or the number of Shares to which the Option subject
         to such Agreement applies or with respect to which payment upon the
         exercise of the Stock Appreciation Right subject to such Agreement is
         to be determined, as the case may be. The Maximum Annual Employee Grant
         shall not exceed 250,000 [750,000]** Shares (subject to adjustment
         pursuant to Section 16 hereof).

                  6.2 TERM. Each Agreement, other than those relating solely to
         Awards of Stock without restrictions, shall set forth the Term of the
         Option, Stock Appreciation Right or Restricted Stock or the Performance
         Cycle for the Performance Units, as the case may be. An Agreement may
         permit acceleration of the commencement of the applicable Term upon
         such terms and conditions as shall be set forth in the Agreement, which
         may, but need not, include without limitation acceleration resulting
         from the occurrence of an Event, Fundamental Change, or in the event of
         the Participant's death or Retirement. Acceleration of the Performance
         Cycle of Performance Units shall be subject to Section 12.2.

                  6.3 TRANSFERABILITY. During the lifetime of a Participant to
         whom an Award is granted, only such Participant (or such Participant's
         legal representative) may exercise an Option or Stock Appreciation
         Right, or receive payment with respect to an Award of Performance
         Units. No Award of Restricted Stock (prior to the expiration of the
         restrictions), Options, Stock Appreciation Rights or Performance Units
         may be sold, assigned, transferred, exchanged or otherwise encumbered
         other than pursuant to a qualified domestic relations order as defined
         in the Code or Title 1 of the Employee Retirement Income Security Act
         ("ERISA") or the rules thereunder, and any attempt to do so shall be of
         no effect; provided, however, that any Participant may transfer a
         Non-Statutory Stock Option granted under this Plan to a member or
         members of his or her immediate family (i.e., his or her children,
         grandchildren and spouse) or to one or more trusts for the benefit of
         such family members or partnerships in which such family members are
         the only partners, if (i) the Agreement with respect to such Options,
         which must be approved by the Committee, expressly so provides either
         at the time of initial grant or by amendment to an outstanding
         Agreement and (ii) the Participant does not receive any consideration
         for the transfer. Any Options held by any such transferee shall
         continue to be subject to the same terms and conditions that were
         applicable to such Options immediately prior to their transfer and may
         be exercised by such transferee as and to the extent that such Option
         has become exercisable and has not terminated in accordance with the
         provisions of the Plan and the applicable Agreement. For purposes of
         any provision of this Plan relating to notice to a Participant or to
         vesting or termination of an Option upon the death, Total and Permanent
         Disability or termination of employment of a Participant, the
         references to "Participant" shall mean the original grantee of an
         Option and not any transferee. Notwithstanding the immediately
         preceding sentence, an Agreement may provide that the Award subject to
         the Agreement shall be transferable to a Successor in the event of a
         Participant's death.

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**Approved at meeting of the Board of Directors on October 21, 1996, subject to
   Stockholder approval.

                  6.4 TERMINATION OF EMPLOYMENT. For any Participant who is an
         employee of the Company, no Option or Stock Appreciation Right may be
         exercised by the Participant, all Restricted Stock held by the
         Participant shall be forfeited and no payment with respect to
         Performance Units for which the applicable Performance Cycle has not
         been completed shall be made (i) upon the expiration of the three-month
         period (or such other time period as the Committee may, in its sole
         discretion, determine) following the date the Participant's employment
         by the Company ceases, including cessation of employment because of
         death, Retirement, or Total and Permanent Disability, or (ii) if
         applicable, the date of breach by a Participant of any provision of the
         Key Employment Agreement or of the Secure Computing Corporation
         Employment Agreement by and between the Company and Participant, except
         as, and to the extent, provided in Section 9.3 or in the Agreement
         applicable to that Award or, such other date as the Committee may, in
         its sole discretion, determine. An Award may be exercised by, or paid
         to, the Successor of a Participant following the death of such
         Participant to the extent, and during the period of time, if any,
         provided in the applicable Agreement.

                  7. RESTRICTED STOCK AWARDS. An Award of Restricted Stock under
         the Plan shall consist of Shares subject to restrictions on transfer
         and conditions of forfeiture, which restrictions and conditions shall
         be included in the applicable Agreement. Except as otherwise provided
         in the applicable Agreement, each Stock certificate issued in respect
         to an Award of Restricted Stock shall either be deposited with the
         Company or its designee, together with an assignment separate from such
         certificate, in blank, signed by the Participant, or bear such legends
         with respect to the restricted nature of the Restricted Stock evidenced
         thereby as shall be provided for in the applicable Agreement. The
         Agreement shall describe the terms and conditions by which the
         restrictions upon awarded Restricted Stock shall lapse. Upon the lapse
         of the restrictions, stock certificates free of restrictive legends, if
         any, relating to such restrictions shall be issued to the Participant
         or his Successor. A Participant with a Restricted Stock Award shall
         have all the other rights of a stockholder including, but not limited
         to, the right to receive dividends and the right to vote the Shares of
         Restricted Stock.

                  8. STOCK AWARDS. Awards of Stock without restrictions may be
         made.

                  9. STOCK OPTIONS.

                  9.1 TERMS OF ALL OPTIONS. An Option shall be granted pursuant
         to an Agreement as either an Incentive Stock Option or a Non-Statutory
         Stock Option. Only Non-Statutory Stock Options may be granted to
         Employees who are not employees of the Company or an Affiliate. The
         purchase price of each Share subject to an Option shall be determined
         by the Committee and set forth in the Agreement, but shall not be less
         than 50% of the Fair Market Value of a Share as of the date the Option
         is granted. The purchase price of the Shares with respect to which an
         Option is exercised shall be payable in full at the time of exercise,
         provided that to the extent permitted by law, the Agreement may permit
         some or all Participants to simultaneously exercise Options and sell
         the Shares thereby acquired pursuant to a brokerage or similar
         relationship and use the proceeds from such sale as payment of the
         purchase price of such Shares. The purchase price may be payable in
         cash, in Stock having a Fair Market Value as of the date the Option is
         exercised equal to the purchase price of the Stock being purchased
         pursuant to the Option, or a combination thereof, as determined by the
         Committee and provided in the Agreement. Provided, however, that a
         person exercising an Option shall not be permitted to pay any portion
         of the purchase price with Stock if, in the opinion of the Committee,
         payment in such manner could have adverse financial accounting
         consequences for the Company. Each Option shall be exercisable in whole
         or in part on the terms provided in the Agreement. In no event shall
         any Option be exercisable at any time after its expiration date. When
         an Option is no longer exercisable, it shall be deemed to have lapsed
         or terminated.

                  9.2 INCENTIVE STOCK OPTIONS. In addition to the other terms
         and conditions applicable to all Options:

                           (i) the aggregate Fair Market Value (determined as of
                  the date the Option is granted) of the Shares with respect to
                  which Incentive Stock Options held by an individual first
                  become exercisable in any calendar year (under this Plan and
                  all other incentive stock option plans of the Company and its
                  Affiliates) shall not exceed $100,000 (or such other limit as
                  may be required by the Code) if such limitation is necessary
                  to qualify the Option as an Incentive Stock Option;

                           (ii) the purchase price of Shares covered by
                  Incentive Stock Options must not be less than 100% of the Fair
                  Market Value of the Shares on the date of grant;

                           (iii) an Incentive Stock Option shall not be
                  exercisable more than 10 years after the date of grant (or
                  such other limit as may be required by the Code) if such
                  limitation is necessary to qualify the Option as an Incentive
                  Stock Option; and

                           (iv) if the Participant owns, or is deemed under
                  Section 424(d) of the Code to own, stock of the Company or of
                  any Affiliate possessing more than ten percent (10%) of the
                  total combined voting power of all classes of stock therein at
                  the time the Incentive Stock Option is granted:

                                    (a) the purchase price of the Shares covered
                           by the Incentive Stock Option must not be less than
                           110% of the Fair Market Value of Shares on the date
                           of grant; and

                                    (b) the Term of the Incentive Stock Option
                           must not be greater than five years from the date of
                           grant.

                           (v) the Agreement covering an Incentive Stock Option
                  shall contain such other terms and provisions which the
                  Committee determines necessary to qualify such Option as an
                  Incentive Stock Option.

                  9.3 OUTSIDE DIRECTOR OPTIONS.

                           (i) Beginning with the Annual Meeting of Stockholders
                  to be held during calendar year 1996 and for every Annual
                  Meeting of Stockholders thereafter during the term of this
                  Plan, each person serving as an Outside Director of the
                  Company immediately following such Annual Meeting shall be
                  granted, by virtue of serving as an Outside Director of the
                  Company, a Non-Statutory Stock Option. The date of such Annual
                  Meeting shall be the date of grant for options granted
                  pursuant to this Section 9.3(i). The number of Shares covered
                  by each such option shall be 4,375 (subject to adjustment
                  pursuant to Section 17 hereof). Each person who is elected to
                  be an Outside Director between Annual Meetings of Stockholders
                  shall also be granted a Non-Statutory Stock Option. The date
                  such person is elected to be an Outside Director of the
                  Company (the "Date of Election") by the Board shall be the
                  date of grant for such option granted pursuant to this
                  subsection 9.3(i). The number of Shares covered by each such
                  option shall be 4,375 (subject to adjustment pursuant to
                  Section 17 hereof) multiplied by a fraction, the numerator of
                  which shall be 12 minus the number of whole 30-day months that
                  have elapsed from the date of the most recent Annual Meeting
                  of Stockholders to the Date of Election of such Outside
                  Director, and the denominator of which shall be 12.

                           (ii) Director Options shall vest and become
                  exercisable on the date of the Annual Meeting next following
                  the grant of Director Options. Notwithstanding the foregoing,
                  Director Options shall vest and become immediately exercisable
                  in full upon the occurrence of any Event or upon the death of
                  an Outside Director. Director Options shall expire at the
                  10-year anniversary of the date of grant.

                           (iii) The purchase price of each Share subject to a
                  Director Option pursuant to this Section 9.3 shall be 100% of
                  the Fair Market Value of a Share as of the date of grant.
                  Notwithstanding anything to the contrary stated in this Plan,
                  for purposes of this Section 9.3 and the definition of Fair
                  Market Value in Exhibit A attached hereto, each Director
                  Option shall be deemed conclusively to have been granted prior
                  to close of the applicable securities exchange or system on
                  the date of grant. An Outside Director may exercise a Director
                  Option using as payment any form of consideration provided for
                  in Section 9.1 hereof, which form of payment shall be within
                  the sole discretion of the Outside Director, notwithstanding
                  anything stated in Section 9.1 hereof.

                           (iv) Director Options shall be evidenced by an
                  agreement signed on behalf of the Company by an officer
                  thereof which only incorporates by reference the terms of this
                  Plan.

                           (v) Unless the Director Option shall have expired, in
                  the event of an Outside Director's death, the Director Option
                  granted to such Outside Director shall be transferable to the
                  beneficiary, if any, designated by the Outside Director in
                  writing to the Company prior to the Outside Director's death
                  and such beneficiary shall succeed to the rights of the
                  Outside Director to the extent permitted by law. If no such
                  designation of a beneficiary has been made, the Outside
                  Director's legal representative shall succeed to the Director
                  Option, which shall be transferable by will or pursuant to the
                  laws of descent and distribution.

         10. SUBSTITUTION OPTIONS. Options may be granted under this Plan from
time to time in substitution for stock options held by employees of other
corporations who are about to become Employees of the Company or a subsidiary of
the Company, or whose employer is about to become a subsidiary of the Company,
as the result of a merger or consolidation of the Company or a subsidiary of the
Company with another corporation, the acquisition by the Company or a subsidiary
of the Company of all or substantially all the assets of another corporation or
the acquisition by the Company or a subsidiary of the Company of at least 50% of
the issued and outstanding stock of another corporation. The terms and
conditions of the substitute Options so granted may vary from the terms and
conditions set forth in this Plan to such extent as the Board (or the Committee)
at the time of the grant may deem appropriate to conform, in whole or in part,
to the provisions of the stock options in substitution for which they are
granted, but with respect to stock options which are Incentive Stock Options, no
such variation shall be permitted which affects the status of any such
substitute Option as an "incentive stock option" under Section 422 of the Code.

         11. STOCK APPRECIATION RIGHTS. An Award of a Stock Appreciation Right
shall entitle the Participant, subject to terms and conditions determined by the
Committee, to receive upon exercise of the Stock Appreciation Right all or a
portion of the excess of (i) the Fair Market Value of a specified number of
Shares as of the date of exercise of the Stock Appreciation Right over (ii) a
specified price which shall not be less than 100% of the Fair Market Value of
such Shares as of the date of grant of the Stock Appreciation Right. A Stock
Appreciation Right may be granted in connection with a previously or
contemporaneously granted Option, or independent of any Option. If issued in
connection with an Option, the Committee may impose a condition that exercise of
a Stock Appreciation Right cancels the Option with which it is connected and
exercise of the connected Option cancels the Stock Appreciation Right. Each
Stock Appreciation Right may be exercisable in whole or in part on the terms
provided in the Agreement. Notwithstanding anything to the contrary stated in
the Plan, no Stock Appreciation Right shall be exercisable prior to six months
from the date of grant except in the event of the death or Total and Permanent
Disability of the Participant. No Stock Appreciation Right shall be exercisable
at any time after its expiration date. When a Stock Appreciation Right is no
longer exercisable, it shall be deemed to have lapsed or terminated. Upon
exercise of a Stock Appreciation Right, payment to the Participant (or to his
Successor) shall be made at such time or times as shall be provided in the
Agreement in the form of cash, Stock or a combination of cash and Stock as
determined by the Committee and provided in the Agreement. The Agreement may
provide for a limitation upon the amount or percentage of the total appreciation
on which payment (whether in cash and/or Stock) may be made in the event of the
exercise of a Stock Appreciation Right.

         12. PERFORMANCE UNITS.

                  12.1 INITIAL AWARD. An Award of Performance Units under the
         Plan shall entitle the Participant (or a Successor) to future payments
         of cash, Stock or a combination of cash and Stock, as determined by the
         Committee and provided in the Agreement, based upon the achievement of
         pre-established performance targets. Such performance targets may, but
         need not, include without limitation targets relating to one or more of
         corporate, group, unit, Affiliate or individual performance. With
         respect to those Employees who are "covered employees" within the
         meaning of Section 162(m) of the Code and the regulations thereunder,
         such performance targets shall consist of one or any combination of two
         or more of revenue, revenue per employee, earnings before income tax
         (profit before taxes), earnings before interest and income tax, net
         earnings (profits after tax), earnings per employee, tangible,
         controllable or total asset turnover, earnings per share, operating
         income, total shareholder return, market share, return on equity,
         before- or after-tax return on net assets, distribution expense,
         inventory turnover, or economic value added, and any such targets may
         relate to one or any combination of two or more of corporate, group,
         unit, division, Affiliate or individual performance. The Agreement may
         establish that a portion of a full or maximum amount of a Participant's
         Award will be paid for performance which exceeds the minimum target but
         falls below the maximum target applicable to such Award. The Agreement
         shall also provide for the timing of such payment. Following the
         conclusion or acceleration of each Performance Cycle, the Committee
         shall determine the extent to which (i) performance targets have been
         attained, (ii) any other terms and conditions with respect to an Award
         relating to such Performance Cycle have been satisfied and (iii)
         payment is due with respect to an Award of Performance Units.

                  12.2 ACCELERATION AND ADJUSTMENT. The Agreement may permit an
         acceleration of the Performance Cycle and an adjustment of performance
         targets and payments with respect to some or all of the Performance
         Units awarded to a Participant, upon such terms and conditions as shall
         be set forth in the Agreement, upon the occurrence of certain events,
         which may but need not include without limitation an Event, a
         Fundamental Change, a recapitalization, a change in the accounting
         practices of the Company, a change in the Participant's title or
         employment responsibilities, the Participant's death or Retirement or,
         with respect to payments in Stock with respect to Performance Units, a
         reclassification, stock dividend, stock split or stock combination as
         provided in Section 16.

         13. EFFECTIVE DATE OF THE PLAN.

                  13.1 EFFECTIVE DATE. The Plan shall become effective as of
         September 15, 1995, provided that the Plan is approved and ratified by
         the affirmative vote of the holders of a majority of the outstanding
         Shares of Stock present or represented and entitled to vote in person
         or by proxy at a meeting of the stockholders of the Company no later
         than October 31, 1995. The Plan shall govern all options issued and
         outstanding under each of the Prior Plans for all purposes and shall
         govern all Agreements respecting options issued and outstanding under
         each of the Prior Plans for all purposes.

                  13.2 DURATION OF THE PLAN. The Plan shall remain in effect
         until all Stock subject to it shall be distributed or until all Awards
         have expired or lapsed, or the Plan is terminated pursuant to Section
         15. No Award of an Incentive Stock Option shall be made more than 10
         years after the Effective Date (or such other limit as may be required
         by the Code) if such limitation is necessary to qualify the Option as
         an Incentive Stock Option. The date and time of approval by the
         Committee of the granting of an Award shall be considered the date and
         time at which such Award is made or granted.

         14. RIGHT TO TERMINATE EMPLOYMENT. Nothing in the Plan shall confer
upon any Participant the right to continue in the employment of the Company or
any Affiliate or affect any right which the Company or any Affiliate may have to
terminate the employment of the Participant with or without cause.

         15. TAX WITHHOLDING. The Company shall have the right to withhold from
any cash payment under the Plan to a Participant or other person an amount
sufficient to cover any required withholding taxes. The Company shall have the
right to require a Participant or other person receiving Stock under the Plan to
pay the Company a cash amount sufficient to cover any required withholding
taxes. In lieu of all or any part of such a cash payment from a person receiving
Stock under the Plan, the Committee may permit the individual to elect to cover
all or any part of the required withholdings, and to cover any additional
withholdings up to the amount needed to cover the individual's full FICA and
Medicare, and federal, state and local income tax with respect to income arising
from payment of the Award, through a reduction of the number of Shares delivered
to him or a subsequent return to the Company of Shares held by the Participant
or other person, in each case valued in the same manner as used in computing the
withholding taxes under the applicable laws.

         16. AMENDMENT, MODIFICATION AND TERMINATION OF THE PLAN. The Board may
at any time terminate, suspend or modify the Plan; provided, however, that
amendments are subject to approval of the stockholders of the Company if such
approval is necessary to maintain the Plan in compliance with the requirements
of Exchange Act Rule 16b-3, Code Section 422, their successor provisions or any
other applicable law or regulation. No termination, suspension, or modification
of the Plan will materially and adversely affect any right acquired by any
Participant (or his legal representative) or any Successor under an Award
granted before the date of termination, suspension, or modification, unless
otherwise agreed to by the Participant in the Agreement or otherwise or required
as a matter of law; but it will be conclusively presumed that any adjustment for
changes in capitalization provided for in Section 11.2 or Section 16 does not
adversely affect any right.

         17. ADJUSTMENT FOR CHANGES IN CAPITALIZATION. Appropriate adjustments
in the aggregate number and type of Shares available for Awards under the Plan,
in the Maximum Annual Employee Grant, in the number and type of Shares subject
to Director Options thereafter issued and in the number and type of Shares and
amount of cash subject to Awards then outstanding, in the Option price as to any
outstanding Options and, subject to Section 12.2, in outstanding Performance
Units and payments with respect to outstanding Performance Units may be made by
the Committee in its sole discretion to give effect to adjustments made in the
number or type of Shares of the Company through a Fundamental Change (subject to
Section 18), recapitalization, reclassification, stock dividend, stock split,
stock combination or other relevant change, provided that fractional Shares
shall be rounded to the nearest whole share.

         18. FUNDAMENTAL CHANGE. In the event of a proposed Fundamental Change,
the Committee may, but shall not be obligated to:

                  a. if the Fundamental Change is a merger or consolidation or
         statutory share exchange, make appropriate provision for the protection
         of the outstanding Options and Stock Appreciation Rights by the
         substitution of options, stock appreciation rights and appropriate
         voting common stock of the corporation surviving any merger or
         consolidation or, if appropriate, the parent corporation of the Company
         or such surviving corporation to be issuable upon the exercise of
         Options or used to calculate payments upon the exercise of Stock
         Appreciation Rights, in lieu of options, stock appreciation rights and
         capital stock of the Company; or

                  b. at least 30 days prior to the occurrence of the Fundamental
         Change, declare, and provide written notice to each holder of an Option
         or Stock Appreciation Right of the declaration, that each outstanding
         Option and Stock Appreciation Right, whether or not then exercisable,
         shall be canceled at the time of, or immediately prior to the
         occurrence of the Fundamental Change in exchange for payment to each
         holder of an Option or Stock Appreciation Right, within ten days after
         the Fundamental Change, of cash equal to (i) for each Share covered by
         the canceled Option, the amount, if any, by which the Fair Market Value
         (as hereinafter defined in this Section) per Share exceeds the exercise
         price per Share covered by such Option or (ii) for each Stock
         Appreciation Right, the price determined pursuant to Section 10, except
         that Fair Market Value of the Shares as of the date of exercise of the
         Stock Appreciation Right, as used in clause (i) of Section 10, shall be
         deemed to mean Fair Market Value for each Share with respect to which
         the Stock Appreciation Right is calculated determined in the manner
         hereinafter referred to in this Section. At the time of the declaration
         provided for in the immediately preceding sentence, each Stock
         Appreciation Right that has been outstanding for at least six months
         and each Option shall immediately become exercisable in full and each
         person holding an Option or a Stock Appreciation Right shall have the
         right, during the period preceding the time of cancellation of the
         Option or Stock Appreciation Right, to exercise his Option as to all or
         any part of the Shares covered thereby or his Stock Appreciation Right
         in whole or in part, as the case may be. In the event of a declaration
         pursuant to this Section 18(b), each outstanding Option and Stock
         Appreciation Right granted pursuant to the Plan that shall not have
         been exercised prior to the Fundamental Change shall be canceled at the
         time of, or immediately prior to, the Fundamental Change, as provided
         in the declaration. Notwithstanding the foregoing, no person holding an
         Option or a Stock Appreciation Right shall be entitled to the payment
         provided for in this Section 18(b) if such Option or Stock Appreciation
         Right shall have expired pursuant to the Agreement. For purposes of
         this Section only, "Fair Market Value" per Share shall mean the cash
         plus the fair market value, as determined in good faith by the
         Committee, of the non-cash consideration to be received per Share by
         the stockholders of the Company upon the occurrence of the Fundamental
         Change, notwithstanding anything to the contrary provided in the Plan.

         19. UNFUNDED PLAN. The Plan shall be unfunded and the Company shall not
be required to segregate any assets that may at any time be represented by
Awards under the Plan.

         20. OTHER BENEFIT AND COMPENSATION PROGRAMS. Payments and other
benefits received by a Participant under an Award made pursuant to the Plan
shall not be deemed a part of a Participant's regular, recurring compensation
for purposes of the termination, indemnity or severance pay law of any country
and shall not be included in, nor have any effect on, the determination of
benefits under any other employee benefit plan, contract or similar arrangement
provided by the Company or an Affiliate unless expressly so provided by such
other plan, contract or arrangement, or unless the Committee expressly
determines that an Award or portion of an Award should be included to accurately
reflect competitive compensation practices or to recognize that an Award has
been made in lieu of a portion of competitive cash compensation.

         21. BENEFICIARY UPON PARTICIPANT'S DEATH. To the extent that the
transfer of a Participant's Award at his death is permitted under an Agreement,
(i) a Participant's Award shall be transferable at his death to the beneficiary,
if any, designated on forms prescribed by and filed with the Committee and (ii)
upon the death of the Participant, such beneficiary shall succeed to the rights
of the Participant to the extent permitted by law. If no such designation of a
beneficiary has been made, the Participant's legal representative shall succeed
to the Awards which shall be transferable by will or pursuant to laws of descent
and distribution to the extent permitted under an Agreement.

         22. GOVERNING LAW. To the extent that Federal laws do not otherwise
control, the Plan and all determinations made and actions taken pursuant to the
Plan shall be governed by the laws of Delaware and construed accordingly.


                                                                    ATTACHMENT A

                          SECURE COMPUTING CORPORATION
                              AMENDED AND RESTATED
                             1995 OMNIBUS STOCK PLAN

                     DEFINED TERMS AND RULES OF CONSTRUCTION

1.       DEFINITIONS.

         Set forth below are the meanings of certain terms used in this Plan.

                  a. "Affiliate" means any corporation that is a "parent
         corporation" or "subsidiary corporation" of the Company, as those terms
         are defined in Section 424(e) and (f) of the Code, or any successor
         provision.

                  b. "Agreement" means a written contract entered into between
         the Company or an Affiliate and a Participant containing the terms and
         conditions of an Award in such form and not inconsistent with this Plan
         as the Committee shall approve from time to time, together with all
         amendments thereto, which amendments may be unilaterally made by the
         Company (with the approval of the Committee) unless such amendments are
         deemed by the Committee to be materially adverse to the Participant and
         are not required as a matter of law.

                  c. "Award" means a grant made under this Plan (including
         Awards made under the Prior Plans) in the form of Restricted Stock,
         Options, Stock Appreciation Rights, Performance Units or Stock.

                  d. "Board" means the Board of Directors of the Company.

                  e. "Code" means the Internal Revenue Code of 1986, as amended
         from time to time.

                  f. "Committee" means three or more Non-Employee Directors
         designated by the Board to administer the Plan under Section 3.

                  g. "Company" means Secure Computing Corporation, a Delaware
         corporation, or any successor to substantially all of its businesses.

                  h. "Director" means a director of the Company.

                  i. "Director Fees" means the annual retainer fees paid to a
         Director.

                  j. "Director Option" means a Non-Statutory Stock Option
         granted to an Outside Director under Section 9.3 hereof.

                  k. "Effective Date" means the date specified in Section 13.1
         hereof.

                  l. "Employee" means any salaried employee, officer, director,
         contractor or advisor to or representative of the Company or any
         Affiliate thereof, whether or not such person is an employee of the
         Company within the meaning of the Code; provided, however, that
         salaried employees of the Company or its Affiliates within the meaning
         of the Code (including any such employee who is also an officer or
         director of the Company or any Affiliate thereof) shall be the only
         persons eligible to receive Options intended to constitute Incentive
         Stock Options. References in this Plan to "employment" and related
         terms shall mean the providing of services in the capacity as director,
         contractor or other advisor to or representative of the Company.

                  m. "Event" means any of the following; provided, however, that
         no Event shall be deemed to have occurred unless and until a majority
         of the directors constituting the Incumbent Board (as defined below)
         shall have declared that an Event has occurred:

                           (1) The acquisition by any individual, entity or
                  group (within the meaning of Section 13(d)(3) or 14(d)(2) of
                  the Exchange Act) of beneficial ownership (within the meaning
                  of Exchange Act Rule 13d-3) of 20% (except for acquisitions by
                  any individual, entity or group that, prior to the
                  effectiveness of this Plan, owns 20% or more of any class of
                  capital stock of the Company) or more of either (i) the then
                  outstanding shares of common stock of the Company (the
                  "Outstanding Company Common Stock") or (ii) the combined
                  voting power of the then outstanding voting securities of the
                  Company entitled to vote generally in the election of the
                  Board (the "Outstanding Company Voting Securities"); provided,
                  however, that the following acquisitions shall not constitute
                  an Event:

                                    (A) any acquisition of voting securities of
                           the Company directly from the Company,

                                    (B) any acquisition of voting securities of
                           the Company by the Company or any of its wholly owned
                           Subsidiaries,

                                    (C) any acquisition of voting securities of
                           the Company by any employee benefit plan (or related
                           trust) sponsored or maintained by the Company or any
                           of its Subsidiaries, or

                                    (D) any acquisition by any corporation with
                           respect to which, immediately following such
                           acquisition, more than 60% of respectively, the then
                           outstanding shares of common stock of such
                           corporation and the combined voting power of the then
                           outstanding voting securities of such corporation
                           entitled to vote generally in the election of
                           directors is then beneficially owned, directly or
                           indirectly, by all or substantially all of the
                           individuals and entities who were the beneficial
                           owners, respectively, of the Outstanding Company
                           Common Stock and Outstanding Company Voting
                           Securities immediately prior to such acquisition in
                           substantially the same proportions as was their
                           ownership, immediately prior to such acquisition, of
                           the Outstanding Company Common Stock and Outstanding
                           Company Voting Securities, as the case may be;

                           (2) Individuals who, as of the Effective Date,
                  constitute the Board (the "Incumbent Board") cease for any
                  reason to constitute at least a majority of the Board;
                  provided, however, that any individual becoming a director of
                  the Board subsequent to the Effective Date whose election, or
                  nomination for election by the Company's stockholders, was
                  approved by a vote of at least a majority of the directors
                  then comprising the Incumbent Board shall be considered a
                  member of the Incumbent Board, but excluding, for this
                  purpose, any such individual whose initial assumption of
                  office occurs as a result of an actual or threatened election
                  contest which was (or, if threatened, would have been) subject
                  to Exchange Act Rule 14a-11;

                           (3) Approval by the stockholders of the Company of a
                  reorganization, merger, consolidation or statutory exchange of
                  Outstanding Company Voting Securities, unless immediately
                  following such reorganization, merger, consolidation or
                  exchange, all or substantially all of the individuals and
                  entities who were the beneficial owners, respectively, of the
                  Outstanding Company Common Stock and Outstanding Company
                  Voting Securities immediately prior to such reorganization,
                  merger, consolidation or exchange beneficially own, directly
                  or indirectly, more than 60% of, respectively, the then
                  outstanding shares of common stock and the combined voting
                  power of the then outstanding voting securities entitled to
                  vote generally in the election of directors, as the case may
                  be, of the corporation resulting from such reorganization,
                  merger, consolidation or exchange in substantially the same
                  proportions as was their ownership, immediately prior to such
                  reorganization, merger, consolidation or exchange, of the
                  Outstanding Company Common Stock and Outstanding Company
                  Voting Securities, as the case may be; or

                           (4) Approval by the stockholders of the Company of
                  (i) a complete liquidation or dissolution of the Company or
                  (ii) the sale or other disposition of all or substantially all
                  of the assets of the Company, other than to a corporation with
                  respect to which, immediately following such sale or other
                  disposition, more than 60% of, respectively, the then
                  outstanding shares of common stock of such corporation and the
                  combined voting power of the then outstanding voting
                  securities of such corporation entitled to vote generally in
                  the election of directors is then beneficially owned, directly
                  or indirectly, by all or substantially all of the individuals
                  and entities who were the beneficial owners, respectively, of
                  the Outstanding Company Common Stock and Outstanding Company
                  Voting Securities immediately prior to such sale or other
                  disposition in substantially the same proportion as was their
                  ownership, immediately prior to such sale or other
                  disposition, of the Outstanding Company Common Stock and
                  Outstanding Company Voting Securities, as the case may be.

         Notwithstanding the above, an Event shall not be deemed to occur with
         respect to a recipient of an Award if the acquisition of the 20% or
         greater interest referred to in paragraph (1) is by a group, acting in
         concert, that includes that recipient or if at least 40% of the then
         outstanding common stock or combined voting power of the then
         outstanding voting securities (or voting equity interests) of the
         surviving corporation or of any corporation (or other entity) acquiring
         all or substantially all of the assets of the Company shall be
         beneficially owned, directly or indirectly, immediately after a
         reorganization, merger, consolidation, statutory share exchange or sale
         or other disposition of assets referred to in paragraphs (3) or (4) by
         a group, acting in concert, that includes that recipient. Furthermore,
         the merger of the Company with and into its wholly owned subsidiary,
         SCC of Delaware, Inc., a Delaware corporation (to be renamed Secure
         Computing Corporation) shall not be deemed to be an Event.

                  n. "Exchange Act" means the Securities Exchange Act of 1934,
         as amended from time to time.

                  o. "Fair Market Value" as of any date means, unless otherwise
         expressly provided in the Plan:

                           (i) the closing price of a Share on the date
                  immediately preceding that date or, if no sale of Shares shall
                  have occurred on that date, on the next preceding day on which
                  a sale of Shares occurred,

                                    (A) on the composite tape for New York Stock
                           Exchange listed shares, or

                                    (B) if the Shares are not quoted on the
                           composite tape for New York Stock Exchange listed
                           shares, on the principal United States Securities
                           Exchange registered under the Exchange Act on which
                           the Shares are listed, or

                                    (C) if the Shares are not listed on any such
                           exchange, on the Nasdaq National Market, or

                           (ii) if clause (i) is inapplicable, the mean between
                  the closing "bid" and the closing "asked" quotation of a Share
                  on the date immediately preceding that date, or, if no closing
                  bid or asked quotation is made on that date, on the next
                  preceding day on which a quotation is made, on the NASDAQ
                  System or any system then in use, or

                           (iii) if clauses (i) and (ii) are inapplicable, what
                  the Committee determines in good faith to be 100% of the fair
                  market value of a Share on that date. However, if the
                  applicable securities exchange or system has closed for the
                  day at the time the event occurs that triggers a determination
                  of Fair Market Value, whether the grant of an Award, the
                  exercise of an Option or Stock Appreciation Right or
                  otherwise, all references in this paragraph to the "date
                  immediately preceding that date" shall be deemed to be
                  references to "that date". In the case of an Incentive Stock
                  Option, if such determination of Fair Market Value is not
                  consistent with the then current regulations of the Secretary
                  of the Treasury, Fair Market Value shall be determined in
                  accordance with said regulations. The determination of Fair
                  Market Value shall be subject to adjustment as provided in
                  Section 17.

                  p. "Fundamental Change" shall mean a dissolution or
         liquidation of the Company, a sale of substantially all of the assets
         of the Company, a merger or consolidation of the Company with or into
         any other corporation, regardless of whether the Company is the
         surviving corporation, or a statutory share exchange involving capital
         stock of the Company.

                  q. "Incentive Stock Option" means any Option designated as
         such and granted in accordance with the requirements of Code Section
         422 or any successor to said section.

                  r. "Maximum Annual Employee Grant" means the maximum number of
         Shares subject to Options that may be awarded to any one Employee in
         any fiscal year of the Company.

                  s. "Non-Employee Director" means a member of the Board who is
         considered a non-employee director within the meaning of Exchange Act
         Rule 16b-3(i) or any successor definition.

                  t. "Non-Statutory Stock Option" means an Option other than an
         Incentive Stock Option.

                  u. "Option" means a right to purchase Stock, including both
         Non-Statutory Stock Options and Incentive Stock Options.

                  v. "Outside Director" means a Director who is not an employee
         of the Company or any Affiliate.

                  w. "Participant" means an Employee or an Outside Director to
         whom an Award is made.

                  x. "Performance Cycle" means the period of time as specified
         in an Agreement over which Performance Units are to be earned.

                  y. "Performance Units" means an Award made pursuant to Section
         12.

                  z. "Plan" means this Secure Computing Corporation Amended and
         Restated 1995 Omnibus Stock Plan, as amended from time to time.

                  aa. "Prior Plans" means the Secure Computing Corporation 1994
         Nonqualified Stock Option Plan and the Secure Computing Corporation
         1989 Incentive Stock Option Plan.

                  bb. "Restricted Stock" means Stock granted under Section 7
         (but not including Stock granted under the Prior Plans) so long as such
         Stock remains subject to such restrictions.

                  cc. "Retirement" as applied to a Participant, means (i) until
         such time as the Company adopts an employee pension benefit plan (as
         that term is defined in Section 3(2) of the Employee Retirement Income
         Security Act of 1974), termination of employment with the Company at
         any time upon or after attaining age 65; (ii) after adoption by the
         Company of an employee pension benefit plan, termination of employment
         with the Company at a time when the Participant is eligible for normal
         retirement under such a plan, as amended from time to time, or any
         successor plan thereto.

                  dd. "Share" means a share of Stock.

                  ee. "Stock" means the common stock, $.01 par value per share
         (as such par value may be adjusted from time to time), of the Company.

                  ff. "Stock Appreciation Right" means an Award granted under
         Section 10.

                  gg. "Subsidiary" means a "subsidiary corporation", as that
         term is defined in Code Section 424(f) or any successor provision.

                  hh. "Successor" means the legal representative of the estate
         of a deceased Participant or the person or persons who may, by bequest
         or inheritance, or pursuant to the terms of an Award or of forms
         submitted by the Participant to the Committee pursuant to Section 21,
         acquire the right to exercise an Option or Stock Appreciation Right or
         to receive cash or Shares issuable in satisfaction of an Award in the
         event of a Participant's death.

                  ii. "Term" means the period during which an Option or Stock
         Appreciation Right may be exercised or the period during which the
         restrictions placed on Restricted Stock are in effect.

                  jj. "Total and Permanent Disability" as applied to a
         Participant, means disability within the meaning of Section 22(e)(3) of
         the Code or any successor provision.

2.       GENDER AND NUMBER.

         Except when otherwise indicated by context, reference to the masculine
gender shall include, when used, the feminine gender and any term used in the
singular shall also include the plural.