Secure Computing Corporation
                               2675 Long Lake Road
                               Roseville, MN 55113


                                November 4, 1996



                              Employment Agreement


         Secure Computing Corporation, a Delaware corporation (the "Company"),
and Jeffrey H. Waxman agree as follows:

1.        Positions and Responsibilities

         1.1.     You shall serve in the executive capacity as President and
                  Chief Executive Officer 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 of 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 which the Company may now or
                  shall hereafter establish governing the conduct of its
                  business.

         1.4.     You have been elected a director of the Company and will be 
                  considered for election as Chairman of the Board when that 
                  position becomes open.

2.        Term of Employment

         2.1.     The term of your employment agreement shall commence on
                  November 4, 1996 and terminate in two years, subject to
                  automatic renewal for successive one-year terms unless either
                  party shall have notified the other in writing not less than
                  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,

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

                  (b)     to terminate your employment at any time after
                          November 4, 1996, or to not renew this Agreement at
                          any time, without cause provided the Company shall be
                          obligated in either case to pay to you as severance
                          pay an amount equal to one year's base salary (or, if
                          greater than one year, base salary for the remainder
                          of the period from the date of termination to November
                          4, 1998) less applicable taxes and other required
                          withholdings and any amount you may owe to the
                          Company, payable in full immediately upon such
                          termination.

         2.3.     For purposes of Section 2.2, you may be terminated for cause
                  if, in the reasonable determination of the Company's Board of
                  Directors, 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 any of its competitors, or
                  materially breach Section 4 of this Agreement or any
                  provisions of the Proprietary Information Agreement (as
                  defined in Section 6 hereof) between you and the Company.

3.        Compensation; Stock Options; Relocation

         3.1.     The Company shall pay to you for the services to be rendered
                  hereunder a base salary at an annual rate of $325,000, subject
                  to increase in accordance with the policies of the Company, as
                  determined by its Board of Directors from time to time,
                  payable in installments in accordance with Company policy.

                  (a)     The Compensation Committee of the Board of Directors
                          will review the base salary from time to time, no less
                          frequently than annually, and may in its sole
                          discretion adjust the base salary upward, but not
                          downward, to reflect performance, appropriate industry
                          guideline data and other factors.

                  (b)     If certain performance goals established from time to
                          time by the Board of Directors of the Company are met,
                          you will be entitled to a cash performance bonus of
                          75% of base salary, with respect to each fiscal year,
                          prorated for the remainder of fiscal 1996. The amount
                          of such bonus percentage may be increased but not
                          decreased by the Board of Directors of the Company.

         3.2.     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
                  which may be in force from time to time and provided for the
                  Company's executives generally. In addition, you shall be
                  entitled to a monthly car allowance of up to $1,000, paid
                  separately and not subject to withholding taxes to the extent
                  permitted by law.

         3.3.     You will be reimbursed for reasonable expenses incurred on 
                  behalf of the Company upon presentation of appropriate
                  receipts.

         3.4.     Stock Options

                  (a)     At the present time Secure's Omnibus Stock Plan, under
                          which options have been granted to you, provides that
                          the maximum number of shares of Secure Common Stock
                          subject to options that may be awarded to any one
                          employee in any fiscal year shall not exceed 250,000.
                          The Board of Directors of Secure has approved an
                          amendment to the Omnibus Stock Plan that would
                          increase such number from 250,000 to 750,000,
                          conditional upon stockholder approval at the next
                          annual or special meeting of stockholders. The Board
                          of Directors of Secure agrees that it will recommend
                          approval of such amendment and will solicit proxies
                          for stockholder approval of such amendment.
                          Accordingly, as provided more specifically below,
                          options in excess of 250,000 shares have been approved
                          conditional upon the obtaining of stockholder approval
                          of the amendment to the Omnibus Stock Plan.

                  (b)     You have been granted a non-statutory option to 
                          purchase 450,000 shares of Secure Common Stock, which 
                          is conditional with regard to 200,000 shares upon 
                          stockholder approval of the amendment to the Omnibus 
                          Stock Plan referred to above. The purchase price per
                          share is $9.75. The option vests over three years at a
                          rate of one-third per year on each of November 4, 
                          1997, 1998 and 1999, i.e. 150,000 per year (of which 
                          66,666, 66,667 and 66,667 shares vesting on November
                          4, 1997, 1998 and 1988, respectively, are conditional
                          upon stockholder approval of the amendment to the 
                          Omnibus Stock Plan referred to above). Such option 
                          will also immediately vest in full upon the 
                          declaration of an "Event" as set forth in Secure's 
                          Omnibus Stock Plan; provided, however, that such
                          option shall continue to be conditioned upon 
                          stockholder approval as noted above with regard to 
                          200,000 shares if such approval shall not have been
                          obtained prior to the occurrence of such Event.

                  (c)     You have also been granted a non-statutory option to
                          purchase up to an additional 300,000 shares of Secure
                          Common Stock at a purchase price per share equal to
                          $9.75. Such option is conditional upon stockholder
                          approval of the amendment to the Omnibus Stock Plan
                          referred to above. The vesting of such option is
                          conditioned upon the occurrence of the following
                          events:

                          (i)      If, on or before November 4, 1997, the
                                   closing price of a share of Secure Common
                                   Stock is $19.75 or more and maintains or
                                   exceeds such price for a period of 20
                                   consecutive business days, then the option
                                   shall vest as to 100,000 shares of Secure
                                   Common Stock.

                          (ii)     If, on or before November 4, 1998, the
                                   closing price of a share of Secure Common
                                   Stock is $29.75 or more and maintains or
                                   exceeds such price for a period of 20
                                   consecutive business days, then the option
                                   shall vest as to 100,000 shares of Secure
                                   Common Stock.

                          (iii)    If, on or before November 4, 1999, the
                                   closing price of a share of Secure Common
                                   Stock is $39.75 or more and maintains or
                                   exceeds such price for a period of 20
                                   consecutive business days, then the option
                                   shall vest as to 100,000 shares of Secure
                                   Common Stock.

                  To the extent that any such event shall not have occurred
                  within the applicable time periods set forth above, then such
                  option shall immediately terminate with respect to the
                  applicable number of shares which have not vested. The per
                  share price targets are subject to appropriate adjustments for
                  stock splits and other changes in the capitalization of
                  Secure, as set forth in the Omnibus Stock Plan.

                  The Company will pay for your direct relocation expenses,
                  including the cost of moving your household goods and closing
                  costs for the sale of your present home and the purchase of a
                  new home, such as real estate brokers' commissions, together
                  with an additional amount of cash sufficient to pay any
                  personal income taxes payable as a result of the Company's
                  payment of your direct relocation expenses. You agree that,
                  within 18 months of the date of this Agreement, you will
                  relocate your residence to the general vicinity of the
                  Company's corporate headquarters. In the interim, the Company
                  will also provide you a furnished apartment, or suitable
                  living quarters, in the general vicinity of the Company's
                  corporate headquarters.

4.       Other Activities During Employment

         4.1.     Except as stated herein or with the prior written consent of
                  the Company's 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.

         4.2.     Except as permitted by Section 4.3, 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.

         4.3.     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 which manufactures, markets, sells, distributes
                  or provides consulting services concerning products or
                  services which compete with those of the Company or any of
                  its subsidiaries. However, nothing in this Section 4.3 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 and Exchange
                  Commission under Section 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 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.

5.       Former Employment

         5.1.     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 which, in your
                  best judgment, would be utilized in connection with your
                  employment by the Company in the absence of Section 5.2.

         5.2.     If, in spite of the second sentence of Section 5.1, 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 which is generally known and used
                  by persons with training and experience comparable to your own
                  and all information which is common knowledge in the industry
                  or otherwise legally in the public domain.

6.       Proprietary Information and Inventions You agree to be bound by the
         provisions of the Proprietary Information Agreement dated the date of
         this Agreement between you and the Company (the "Proprietary
         Information Agreement").

7.       Post-Employment Consultation

         7.1.     Upon the termination or expiration of your employment with the
                  Company pursuant to Section 2.1 or 2.2 above or otherwise, the
                  Company shall have the option to retain you as a consultant by
                  notifying you of its desire to so retain you within seven days
                  of such termination or expiration in writing mailed to you at
                  your last address as it appears in the Company's records. If
                  you are so retained, you shall, during the period for
                  retention notify the Company of any change in address and each
                  subsequent employment (stating the name of and address of the
                  employer and the nature of your position) or business activity
                  in which you engage during such 30 days.

         7.2.     If the Company retains you as a consultant, you shall during
                  the period of such retention hold your self available to
                  render consulting services in your area of expertise or
                  special competence for up to 60 days for not more than 80
                  hours per month, for which the Company shall pay you an
                  amount equal to 50% of your monthly base salary (in addition
                  to any severance payment to which you would be entitled
                  under Section 2.2(b)) obtained under Section 3 at the time
                  of termination of your employment, whether or not you shall
                  be called upon to render any services in any such month.
                  Additionally, if you are retained as a consultant, during
                  the consulting period, the Company will continue to provide  
                  you with the Company's basic medical, dental, vision and     
                  life insurance coverage in place at that time. Any           
                  out-of-pocket expenses including travel, food, lodging and   
                  associated costs which your consulting activities for the    
                  Company may require will be reimbursed against receipts and  
                  vouchers therefor in accordance with the Company's policies  
                  in force from time to time.                                  
                  
         7.3.     During any period in which you are retained by the Company as
                  a consultant, the Company may terminate your status as a
                  consultant by giving you seven days' written notice, during
                  which seven-day period you shall continue to receive your
                  monthly consulting fee but shall not be obligated to render or
                  hold yourself available to render any consulting services
                  during such period. Thereafter the Company shall have no
                  further liability for consulting fees. All other prohibitions
                  of the Proprietary Information Agreement shall survive
                  termination of your status as a consultant to the extent
                  provided in such Proprietary Information Agreement.

8.       Post Employment Activities

         8.1.     In the event and for so long as you are retained as a
                  consultant by the Company pursuant to Section 7 following   
                  the termination or expiration of your employment with the   
                  Company hereunder, absent the Company's prior written       
                  approval upon instructions of its Board of Directors, you   
                  will not directly or indirectly engage in activities        
                  (similar or reasonably related to those in which you shall  
                  have engaged hereunder during the two years immediately     
                  preceding the termination or expiration of your employment  
                  with the Company) for, nor render services (similar or      
                  reasonably related to those which you shall have rendered   
                  hereunder during such two years) to, any firm or business   
                  organization whether now existing or hereafter established, 
                  which manufactures, markets, sells, distributes or provides 
                  products or services which compete with those of the Company
                  or any of its subsidiaries on the date of termination of    
                  your employment, nor shall you engage in such activities nor
                  render such services to any other person or entity engaged  
                  or about to become engaged in such activities to, for or on 
                  behalf of any such firm or business organization, or employ 
                  any person to engage in any activity which, were it done by 
                  you, would violate any provision of the Proprietary         
                  Information Agreement or Section 8 hereof.                  

         8.2.     The Company upon instruction of its Board of Directors may
                  give you written approval to engage personally in any activity
                  or render services referred to in Section 8.1 if it secures
                  written assurances (satisfactory to the Company in its sole
                  discretion) from you and from the prospective employer that
                  the integrity of the Proprietary Information Agreement will
                  not in any way be jeopardized by such activities, provided the
                  burden of so establishing the foregoing to the satisfaction of
                  the Company shall be upon you and your prospective
                  employer(s).

         8.3.     In the event and for so long as you are retained as a
                  consultant by the Company pursuant to Section 7 following the
                  termination or expiration of your employment with the Company,
                  the provisions of Section 4.3 shall be applicable to you and
                  you shall comply therewith.

9.       Survival   Your duties under the Proprietary Information Agreement and
         Section 8 shall survive termination of your employment with the Company
         to the extent provided under such Proprietary Information Agreement or
         Section 8 hereof.

10.      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 or 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.

11.      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 invalidity, 
         illegality or unenforceability shall not affect the other provision 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.

12.      Notices    Any notice which 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 which you are 
         required or may desire to give to the Company hereunder shall be given
         by personal delivery or by registered or certified mail, return receipt
         requested, addressed 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 the Chairman of the Compensation Committee. The 
         date of personal delivery or the date of mailing such notice shall be 
         deemed to be the date of delivery thereof.

13.      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.

14.      Complete Agreement; Amendments      The foregoing, together with a
         Proprietary Information Agreement between you and the Company, is the
         entire agreement of the parties with respect to the subject matter
         hereof and supersedes all prior understandings, including without
         limitation that certain draft of offer letter dated October 22, 1996
         between the parties which you have executed. This Agreement may not be
         amended, supplemented, canceled or discharged except by written
         instrument executed by both parties hereto.

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

16.      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/ Stephen M. Puricelli
                                                --------------------------------
                                                Stephen M. Puricelli
                                                Chairman, Compensation Committee


Accepted and agreed as of the
4th day of November, 1996


/s/ Jeffrey H. Waxman
---------------------
Jeffrey H. Waxman