EXHIBIT 10.2


                          SECURE COMPUTING CORPORATION
                        ONE ALMADEN BOULEVARD, SUITE 400
                               SAN JOSE, CA 95113

                                  MARCH 1, 2001

                              TIMOTHY J. STEINKOPF
                              EMPLOYMENT AGREEMENT


SECURE COMPUTING CORPORATION, its subsidiaries, affiliates, successors or
assigns (together the "Company"), and Timothy J. Steinkopf agree as follows:

     1. Position and Responsibilities

     1.1 You shall serve as Vice President and Chief Financial Officer (CFO),
     reporting the President and Chief Operating Officer (COO) and perform the
     duties customarily associated with such capacity from time to time and at
     such place or places as the Company shall designate or as shall be
     appropriate and necessary in connection with such employment.

     1.2 You will, to the best of your ability, devote your full time and best
     efforts to the performance your duties hereunder and the business and
     affairs of the Company.

     1.3 You will duly, punctually and faithfully perform and observe any and
     all rules and regulations that the Company may now or shall hereafter
     establish governing the conduct of its business.

     2. Term of Employment

     2.1 The term of your employment shall commence on March 1, 2001 (effective
     date) and terminate in one year, subject to automatic renewal for
     successive one year terms unless either party shall have notified the other
     in writing not less than thirty (30) days prior to the then current
     expiration date of this Agreement of such party's determination not to
     renew this agreement.

     2.2 The Company shall have the right, on written notice to you to:

          (a) terminate your employment immediately at any time for cause, or

          (b) terminate your employment at any time after effective date or to
     not renew this Agreement at any time, without cause provided the Company
     shall be obligated to pay to you as severance an amount equal to six (6)
     month's base salary less applicable taxes and other required withholdings
     and any such amount you may owe to the Company, payable in full immediately
     upon such termination. Such severance payment shall be contingent upon you
     signing a Separation and Release Agreement in a form satisfactory to the
     Company that assures, among other things, that you will not commence any
     type of litigation or other claims as a result of the termination.

     2.3 For purposes of this Section 2.2, you may be terminated for cause if,
     in the reasonable determination of the Company, you are convicted of any
     felony or of any crime involving moral turpitude, or participate in fraud
     against the Company, or intentionally damage any property of the Company,
     or wrongfully disclose any trade secrets or other confidential information
     of the Company to


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     any of its competitors, or materially breach Secions 4 (Confidential
     Information) or 5 (Other Activities During Employment) of this Agreement.

     3. Compensation

     3.1 The Company shall pay you for the services to be rendered hereunder a
     base salary at an annual rate of one hundred, eighty thousand dollars
     ($180,000), subject to increase in accordance with the policies of the
     Company, payable in installments in accordance with Company policy.
     3.2 If certain personal and corporate performance goals established from
     time to time under the policies of the approved Management Incentive
     Program (MIP) are met, the Company shall pay you in accordance with the
     policy of the approved Management Incentive Program a cash performance
     bonus of up to thirty-five (35%) of annual base salary, with respect to
     each fiscal year, prorated during 2001.

     3.3 You shall also be entitled to all rights and benefits for which you
     shall be eligible under deferred bonus, pension, group insurance,
     profit-sharing or other Company benefits that may be in force from time to
     time and provided for the Company's executives generally.

     3.4 You will be reimbursed in accordance with the Company policy for
     reasonable expenses incurred on behalf of the Company upon presentation of
     appropriate receipts.

     3.5 Subject to Board of Director's approval, you will be granted a stock
     option to purchase one hundred fifty thousand (150,000) shares of Secure
     Computing Common Stock vesting immediately upon change of control as will
     be defined in your Stock Option Agreement.

     4. Confidential Information

     4.1 You represent and warrant that at all times during the term of your
     employment and thereafter, to hold in strictest confidence, and not to use
     or disclose, except for the benefit of the Company, to any person, firm or
     corporation without written authorization of the President and COO of the
     Company, any Confidential Information of the Company. You technical data,
     trade secrets or know-how, including, but not limited to, research, product
     plans, products, services customer lists and customers (including, but not
     limited to customers of the Company on whom you called or with whom you
     became acquainted during the term of your employment), markets, software,
     developments, inventions, processes, formulas, technology, designs,
     drawings, engineering data, hardware configuration information, marketing,
     financial or other business information disclosed to you by the Company
     either directly or indirectly in writing, orally or by drawings or
     observation of parts or equipment. You further understand that Confidential
     Information does not include any of the foregoing items that has become
     publicly known and made generally available through no wrongful act of
     yours or of others who were under confidentiality obligations as to the
     item or items involved or improvements or new versions thereof.

     4.2 You recognize that the Company has received and in the future will
     receive from third parties the confidentiality of such information in the
     strictest confidence and not to disclose it to any person, firm or
     corporation or to use it except as necessary in carrying out your work for
     the Company consistent with the Company's agreement with such third party.

     5. Other Activities During Employment

     5.1 Except as stated herein or with the prior written consent of the Board
     of Directors, you will not during the term of this Agreement undertake or
     engage in any other employment, occupation or business enterprise other
     than ones in which you are a passive investor, with exception of approved
     Board of Directors seats.

     5.2 Except as permitted by Section 5.3, you will not acquire, assume or
     participate in directly or indirectly, any position, investment or interest
     adverse or antagonistic to the Company, its business or prospects,
     financial or otherwise, or take any action toward or looking toward any of
     the foregoing.


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     5.3 During the term of your employment by the Company except on behalf of
     the Company or its subsidiaries, you will not directly or indirectly,
     whether as an officer, director, stockholder, partner, proprietor,
     associate, representative, consultant, or otherwise, become or be
     interested in any other person, corporation, firm, partnership or other
     entity whatsoever that manufacturers, markets, sells, distributes or
     provides consulting services concerning products or services that compete
     with those of the Company or any of its subsidiaries. However, nothing in
     this Section 5.3 shall preclude you from holding less than one percent of
     the outstanding capital stock of any corporation required to file periodic
     reports with the Securities Exchange Commission under Sections 13 or 15(d)
     of the Securities Exchange Act of 1934, as amended, the securities of which
     are listed on any securities exchange, quoted on the National Association
     of Securities Dealers Automated Quotation System or traded in the
     over-the-counter market. During the term of your employment with the
     Company you will also not directly or indirectly intentionally solicit,
     endeavor to entice away from the Company, or any of its subsidiaries, or
     otherwise interfere with the relationship of the Company, or any of its
     subsidiaries with, any person who is employed by or otherwise engaged to
     perform services for the Company, or any of its subsidiaries (including,
     but not limited to, any independent sales representatives or
     organizations), or any other person or entity who is, or was within the
     then most recent 12-month period, a customer or client of the company, or
     any of its subsidiaries, whether for your own account or for the account of
     any other person, corporation, firm, partnership or other entity
     whatsoever.

     6. Former Employment

     6.1 You represent and warrant that your employment by the Company will not
     conflict with and will not be constrained by any prior employment or
     consulting agreement or relationship. You represent and warrant that you do
     not possess confidential information arising out of prior employment that,
     in your best judgment, would be utilized in connection with your employment
     by the Company in the absence of Section 6.2.

     6.2 If, in spite of the second sentence of Section 6.1, you should find
     that confidential information belonging to any former employer might be
     usable in connection with the Company's business, you will not
     intentionally disclose to the Company or use on behalf of the Company any
     confidential information belonging to any of your former employers; but
     during your employment by the Company you will use in the performance of
     your duties all information that is generally known and used by persons
     with training and experience comparable to your own and all information
     that is common knowledge in the industry or otherwise legally in the public
     domain.

     7. Survival. Your duties under Section 4 (Confidential Information) shall
     survive termination of your employment with the Company to the extent
     provided above.

     8. Assignment. This Agreement and the rights and obligations of the parties
     hereto shall bind and inure to the benefit of any successor or successors
     of the Company by way of reorganization, or merger and any assignee of all
     or substantially all of its business and properties, but, except as to any
     such successor or assignee of the Company, neither this Agreement nor any
     rights or benefits hereunder may be assigned by the Company or by you.

     9. Interpretation. In case any one or more of the provisions contained in
     the agreement shall, for any reason, be held to be invalid, illegal or
     unenforceable in any respect, such as invalidity, illegality or
     unenforceability shall not affect the other provisions of this Agreement,
     and this Agreement shall be construed as if such invalid, illegal or
     unenforceable provision had never been contained herein. If moreover, any
     one or more of the provisions contained in this Agreement shall for any
     reason be held to be excessively broad as to duration, geographical scope,
     activity or subject, it shall be construed by limiting and reducing it so
     as to be enforceable to the extent compatible with the applicable law as it
     shall then appear.

     10. Notices. Any notice that the Company is required or may desire to give
     to you shall be given by personal delivery or registered or certified mail,
     return receipt requested, addressed to you at the address of record with
     the Company, or at such other place as you may from time to time designate
     in writing. Any notice that you are required or may desire to give to the
     Company at its principal office, or at such other office as the Company may
     from time to time designate in writing, to the Attention of


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     the President and COO. The date of personal delivery or the date of mailing
     such notice shall be deemed to be the date of delivery thereof.

     11. Waiver. If either party should waive any breach of any provisions of
     this Agreement, he or it shall not thereby be deemed to have waived any
     preceding or succeeding breach of the same or any other provisions of this
     Agreement.

     12. Complete Agreement; Amendments. The foregoing is the entire agreement
     of the parties with respect to the subject matter hereof. This Agreement
     may not be amended, supplemented, canceled or discharged except by written
     instrument executed by both parties hereto.

     13. Applicable Law. This Agreement has been negotiated in, and shall be
     governed by the laws of, the State of California, without giving effect to
     conflict of law principles.

     14. Heading. The heading of the sections hereof are inserted for
     convenience only and shall not be deemed to constitute a part hereof nor to
     affect the meaning thereof.



                                    SECURE COMPUTING CORPORATION

                                    By: /s/ Timothy P. McGurran
                                        ----------------------------------------
                                        Timothy P. McGurran, President and Chief
                                        Operating Officer


Accepted and agreed as of the 1st Day of March, 2001.


/s/ Timothy J. Steinkopf
---------------------------------
Timothy J. Steinkopf


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