SECURE COMPUTING CORPORATION [letterhead]



November 7, 1996

Ms. Christine Hughes
24115 Hillview Road
Los Altos Hills, CA 94024

Dear Ms. Hughes:

We are pleased to offer you a full-time position as the Vice President of
Markting, at a starting salary of $18,333.00 per month. In 1997 you will also
participate in the Management Incentive Plan at the 50 percent maximum pay out
level. You will be recommended to the Board of Directors to receive stock
options in the amount of 200,000 shares. You will be located at our Concord
facility and will report to Jeff Waxman. We are convinced that you will be an
asset to our organization as well as an integral part of our SCC team.

In addition to ISO and Non-qualified options, Jeff will present a plan for an
additional performance option plan based on increase in the value of SCC stock
over the next three years. This plan will be conditional upon stockholder
approval of the amendment of the Omnibus Stock Plan.

Enclosed is a copy of our Drug Free Workplace Policy and our standard Employee
Agreement. Please sign and return your Employee Agreement form prior to your
first day of employment. Enclosed is a pre-addressed envelope for your use.

In keeping with our policy of providing a healthy work environment, smoking is
prohibited at all of our facilities. As an employee, you will be expected to
comply with this policy.

We think that we can provide you with a stimulating environment in which you can
do challenging work and I look forward to working with you.

Please contact me at (612) 628-2809 if you have any questions.

Sincerely,


/s/ Stan Abrahansom
Stan Abrahansom
Human Resources Manager


Accepted:


/s/ Christine Hughes
Christine Hughes




              SECURE COMPUTING CORPORATION EMPLOYMENT AGREEMENT
                          (EFFECTIVE IF AND WHEN HIRED)

Name:  Christine Hughes                  Social Security No.:

In consideration of my employment by Secure Computing Corporation, I agree that:

(1) Secure Computing Corporation policies and handbooks which may from time to
time be applicable to me shall be a guide regarding my employment but shall not
constitute or imply an agreement between me and Secure Computing Corporation nor
shall any representations made to me individually, before or during my
employment, which are not made in writing and authorized by Secure Computing
Corporation, constitute an agreement.

(2) Except as required in the performance of my duties for Secure Computing
Corporation, or as authorized by it in writing, I will not during the course of
employment by Secure Computing Corporation or at any time thereafter use or
disclose to others proprietary or trade secret information of Secure Computing
Corporation or others, including but not limited to customer furnished
information which has been provided to Secure Computing Corporation with
restrictions on its use or further disclosure, and CLASSIFIED INFORMATION OF THE
UNITED STATES. Secure Computing Corporation proprietary or trade secret
information is information used or useful in the conduct of Secure Computing
Corporation business which is not generally known to the public or in a relevant
industry, such as, but not limited to, information relating to its research,
development, manufacturing, purchasing, finances, acquisition activity,
accounting, engineering, marketing, merchandising, selling and present and
prospective customers (including listing of, proposals to, agreements with, and
relationships with such customers).

(3) I hereby certify, that in the performance of my duties and responsibilities
for Secure Computing Corporation, I will not disclose, publish, or use any
confidential information, proprietary data, or trade secrets that I may have
obtained from my previous employer(s) or association(s).

(4) I will return to Secure Computing Corporation and stop using upon request or
upon termination of my employment, all papers, notebooks, reports, manuals,
computer files, software, vehicles, tools, keys and entry cards, identification
cards or badges, credit authorization, apparatus, computer use identifiers,
passwords and other property furnished to me by Secure Computing Corporation, or
which was prepared or made in whole or in part by me in connection with my
employment by Secure Computing Corporation.

(5) While employed by Secure Computing Corporation, I will not engage in any
business or service similar to Secure Computing Corporation's business, nor
design, assemble, manufacture, distribute, research, or develop products for any
person, firm, or corporation other than Secure Computing Corporation which are
the same or similar to those manufactured or provided by Secure Computing
Corporation.

(6) I will promptly disclose to Secure Computing Corporation all product,
process, hardware and software inventions, designs, computer programs and
related documentation, other works of authorship and mask works (hereafter
Developments) relating to its business which I made individually or jointly with
others, while I am employed by it or within a period of six (6) months following
termination of my employment. (See back side of agreement for listing prior
Developments to which this agreement does not apply.) I hereby assign and agree
to assign all my interest in such Developments to Secure Computing Corporation,
and upon the request and at the expense of Secure Computing Corporation, do all
other acts reasonably necessary to assist it in obtaining and enforcing rights
in Developments in any and all countries; provided, however, this paragraph (5)
shall not apply to Developments for which no equipment, supplies, facility or
trade secret information of Secure Computing Corporation was used and which is
developed entirely on my own time and (1) which does not relate (a) directly to
Secure Computing Corporation's business or (b) to Secure Computing Corporation's
actual or demonstrably anticipated research or development, or (2) which does
not result from any work performed by me for Secure Computing Corporation, I
acknowledge that the obligation of this paragraph (5) shall be in effect whether
or not I receive or am considered for the award of any additional compensation
for the Development.

(7) The wages or salary and any other benefits which I receive during my
employment by Secure Computing Corporation shall be my full compensation for
this agreement.

I ACKNOWLEDGE THAT I HAVE READ THIS AGREEMENT, I understand that to the extent
applicable it remains in effect following the cessation of my employment with
Secure Computing Corporation, is binding on my heirs and that it may be
transferred by Secure Computing Corporation to any of its successors or
assignees.

Date: 11/08/96            Signature: /s/ Christine Hughes