EXHIBIT 10

                          SECURE COMPUTING CORPORATION
                       1997 NON-OFFICER STOCK OPTION PLAN


         1. PURPOSE. The purpose of this Secure Computing Corporation 1997
Non-Officer Stock Option Plan (the "Plan") is to motivate personnel (other than
officers and directors) to produce a superior return to the stockholders of the
Company 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 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
         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 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. The number of Shares that may be
made subject to Awards granted under this Plan available for distribution shall
not exceed 250,000 (subject to adjustment pursuant to Section 11 hereof). Any
Shares subject to the terms and conditions of an Award under this Plan which are
not issued because the Award is not exercised may again be used for an Award
under the Plan.

         5. ELIGIBILITY. The granting of Awards to Employees is solely at the
discretion of the Committee.

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         6. TERMS OF AWARDS.

                  6.1 AGREEMENT; PURCHASE PRICE. An Option shall be granted
         pursuant to an Agreement in such form as the Committee may approve. 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.

                  6.2 AMOUNT. Each Agreement shall set forth the number of
         Shares to which the Option subject to such Agreement applies.

                  6.3 TERM. Each Agreement shall set forth the Term of the
         Option. 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.

                  6.4 TRANSFERABILITY. During the lifetime of a Participant to
         whom an Award is granted, only such Participant (or such Participant's
         legal representative) may exercise the Option. No Award 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 an 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 Option 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
         Option held by any such transferee shall continue to be subject to the
         same terms and conditions that were applicable to such Option
         immediately prior to its transfer and may be exercised by such
         transferee as and to the extent that such Option has become exercisable

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         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.

                  6.5 TERMINATION OF EMPLOYMENT. No Option may be exercised by
         any Participant, after (i) 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 any employment
         agreement between the Company and Participant. 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. EFFECTIVE DATE OF THE PLAN.

                  7.1 EFFECTIVE DATE. The Plan shall become effective as of
         August 5, 1997.

                  7.2 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
         10.

         8. 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.

         9. TAX WITHHOLDING. 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.

         10. AMENDMENT, MODIFICATION AND TERMINATION OF THE PLAN. The Board may
at any time terminate, suspend or modify the Plan. 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, 

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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 does not adversely affect any right.

         11. ADJUSTMENT FOR CHANGES IN CAPITALIZATION. Appropriate adjustments
in the aggregate number and type of Shares available for Awards under the Plan,
in the number and type of Shares subject to Awards then outstanding and in the
Option price as to any outstanding Options 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 12),
recapitalization, reclassification, stock dividend, stock split, stock
combination or other relevant change, provided that fractional Shares shall be
rounded to the nearest whole share.

         12. 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 by the substitution of options 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, in lieu of options 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
         of the declaration, that each outstanding Option, 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, within ten days after the Fundamental Change,
         of cash equal to, 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. At the time of the declaration provided for in the
         immediately preceding sentence, each Option shall immediately become
         exercisable in full and each person holding an Option shall have the
         right, during the period preceding the time of cancellation of the
         Option, to exercise such Option as to all or any part of the Shares
         covered thereby. In the event of a declaration pursuant to this Section
         12(b), each outstanding Option 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 shall be entitled to the payment provided
         for in this Section 12(b) if such Option 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.

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         13. 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.

         14. 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.

         15. 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.

         16. 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.

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                                                                       EXHIBIT A

                          SECURE COMPUTING CORPORATION
                       1997 NON-OFFICER STOCK OPTION 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 in the form of
         Options.

                  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. "Effective Date" means the date specified in Section 7.1
         hereof.

                  i. "Employee" means (i) any full-time employee of the Company
         who is not an officer or director of the Company or any parent
         corporation of the Company and (ii) any contractor or advisor to or
         representative of the Company or any Affiliate thereof, notwithstanding
         that such person is an not an employee of the Company within the
         meaning of the Code. References in this Plan to "employment" and
         related terms shall include the providing of services in the capacity
         as contractor or other advisor to or representative of the Company.

<PAGE>


                  j. "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

<PAGE>


                  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.

<PAGE>


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

                  l. "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 16.

                  m. "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.

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                  n. "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(b)(3)(i) or any successor definition.

                  o. "Option" means a non-statutory right (which is not intended
         to meet the requirements of Code Section 422 or any successor to said
         section relating to "incentive stock options") to purchase Stock
         pursuant to an Award under the Plan.

                  p. "Participant" means an Employee to whom an Award is made.


                  q. "Plan" means this Secure Computing Corporation 1997
         Non-Officer Stock Option Plan, as amended from time to time.

                  r. "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.

                  s. "Share" means a share of Stock.

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

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

                  v. "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 15, acquire the
         right to exercise an Option in the event of a Participant's death.

                  w. "Term" means the period during which an Option may be
         exercised.

                  x. "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.