EXHIBIT 10


                          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 Disinterested Persons
         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 
<PAGE>


                  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 
<PAGE>


         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.

                  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 

<PAGE>


         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.

                  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.
<PAGE>


                  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.