<PAGE>   1



                                                                   EXHIBIT 10.21


                    ORIGINAL EQUIPMENT MANUFACTURER AGREEMENT

This Original Equipment Manufacturer Agreement ("Agreement") is made and entered
into as of this 11th day of June, 1998, by and between CyberGuard Corporation, a
Florida corporation, whose registered office address is 2000 W. Commercial
Blvd., Ft. Lauderdale, Florida 33309 ("CYBG"), and Information Resource
Engineering, Inc., a Delaware corporation, whose registered office address is
8029 Corporate Drive, Baltimore, MD 21236 ("OEM").

WHEREAS OEM desires to obtain from CYBG, and CYBG desires to grant OEM, the
right to license the Licensed Software in territory listed in Exhibit E, on the
terms and conditions set out below.

OEM and CYBG agree as follows:

1.   DEFINITIONS

     1.1. "Code" means computer programming object code, which is substantially
          or entirely in binary form, which is directly executable by a computer
          without the intervening steps of compilation or assembly.

     1.2. "Customer" means resellers, dealers, and end users.

     1.3. "Licensed Software" means commercially available for distribution
          Firewall software products and related user's manuals.

     1.4. "Specification" means a description of any and all modifications to
          the Licensed Software.

     1.5. "Upgrade" means maintenance modifications and enhancements that
          substantially modify the Licensed Software.

2.   RESPONSIBILITIES OF  OEM

     2.1. OEM agrees to pay for the Licensed Software at the prices set forth in
          Exhibit C.

     2.2. OEM agrees to aggressively promote the sales of the Licensed Software
          to Customers through promotional activities, advertisement, and sales
          calls.

     2.3. OEM agrees to participate in CYBG training programs for sales and
          support.

     2.4. OEM agrees to provide all support to Customers as defined in Exhibit
          A.

     2.5. OEM agrees to provide any and all warranty support to the OEM's
          Customers.

     2.6. OEM shall provide CYBG with a report of sales ("Sales Report") within
          fifteen (15) days of the end of each month, which includes: dollar
          amount, volume, geographic area, and any other pertinent information
          that CYBG may request and is mutually agreed to by the parties hereto.

     2.7. OEM shall comply with the terms and conditions of OEM's SafeNet
          Partner Program, attached hereto and incorporated herein as Exhibit H
          which may be amended from time to time by OEM, including without
          limitation, the Discount Structure and Commitment Levels section.

3.       RIGHTS TO MANUFACTURE

     3.1  CYBG shall grant OEM the right to private brand Licensed Software.
          Private branding allows the OEM to add product names and logo to
          Licensed Software, subject to Section 5.4 herein.

     3.2  OEM shall submit any private branding modifications to the Licensed
          Software to CYBG as a Specification.

     3.3  CYBG shall commence private branding modifications upon written
          acceptance by OEM


<PAGE>   2

     3.4  OEM shall pay to CYBG the Right to Manufacture Fee of $250,000.00,
          subject to Section 7 herein. The payment for the initial equivalent
          amount of Licensed Software is waived by CYBG on a dollar-for-dollar
          basis. Shipments under both this Agreement and the Distribution
          Agreement executed by the parties hereto will be applied toward the
          Right to Manufacture Fee.

     3.5  OEM shall distribute Licensed Software under the terms of this
          Agreement herein immediately when CYBG completes tasks listed in
          Exhibit G "Acceptance Criteria".

4.   RESPONSIBILITIES OF CYBG

     4.1. CYBG shall provide a reproducible binary version of the Licensed
          Software for distribution.

     4.2. CYBG shall provide OEM with the CYBG Software License Agreement as
          seen in Exhibit B.

     4.3. CYBG approves the right of the OEM to use the designation "Authorized
          CyberGuard Original Equipment Manufacturer" during the term of this
          Agreement.

     4.4. CYBG shall provide training for technical and marketing support for a
          fee.

     4.5. CYBG shall complete the tasks listed in the Exhibit G herein no later
          than December 31, 1998.

5.   PUBLIC RELATIONS

     5.1. The parties will work toward a common external message and timing of
          public announcements.

     5.2. OEM shall submit to CYBG for approval any and all advertising and
          sales literature of OEM which refers to CYBG and/or includes the CYBG
          mark. Such approval shall not be unreasonably withheld or delayed.

     5.3. CYBG does not grant OEM any right to use and/or duplicate the CYBG
          mark or certifications and evaluations. CYBG reserves the right to
          change the CYBG mark.

     5.4. OEM agrees not to delete or alter in any manner CYBG's copyright
          notices on the Licensed Software or Upgrades.

6.       OWNERSHIP AND LICENSES

     6.1. Intellectual Property

         6.1.1.CYBG retains sole and exclusive ownership of all worldwide
               copyrights, patents, trademarks, trade secrets, know-how, and any
               other intellectual property right in and to the Licensed Software
               and Upgrades as they exist now or in the future.

         6.1.2.OEM acknowledges that CYBG owns all right, title, and interest in
               the CYBG name and logotype and mark and is the owner of certain
               other CYBG registered or common law trademarks and tradenames.
               OEM acknowledges that OEM will not use or acquire any interest in
               any of these trademarks or trade names by virtue of this
               Agreement, or the activities of either of us under it.

         6.1.3.CYBG acknowledges that OEM owns all right, title, and interest in
               the OEM name and logotype. CYBG acknowledges that it will not
               acquire any interest in the OEM name or mark by virtue of this
               Agreement or the activities of either of us under it.

7.   CYBG GRANTS TO OEM

     7.1. CYBG grants to OEM, and its subsidiaries, a territory-wide,
          nonexclusive license with no right to sublicense under copyrights,
          know-how and trade secrets to manufacture and sell copies of Licensed
          Software in Code only to Customers.

     7.2. CYBG grants to OEM, and its subsidiaries, a territory-wide,
          nonexclusive license under copyrights, know-how, and trade secrets to
          internally use, display, and execute in Code only five (5) copies of
          the Licensed Software solely for demo purposes at no charge.

     7.3. The licensing terms included in each agreement between OEM and
          Customer shall be from CYBG or shall be legally sufficient to:
<PAGE>   3

         7.3.1    Effectuate a license with restrictions specified herein, not a
                  transfer of ownership, to the Customer, and preserve all
                  copyright and other intellectual property right notices of
                  CYBG;

         7.3.2.   Prohibit reverse assembly, reverse compilation, or other
                  translation of the Licensed Software.

     7.4.  OEM shall distribute OEM product under a written agreement between
           OEM and each Customer which shall contain the substantive terms and
           conditions of the CyberGuard(TM) Software License Agreement as
           providED in Exhibit B or as amended by CYBG from time to time.

     7.5.  OEM agrees not to reproduce, copy, modify, translate, disassemble,
           reverse engineer or otherwise attempt, or permit others to attempt,
           to discover the source code of the License Software and/or Upgrades.

8.  FEES AND PAYMENTS

     8.1   OEM shall purchase the Licensed Software and Upgrades for
           distribution under this Agreement directly from CYBG.

     8.2   OEM shall send all payments, referencing this Agreement to:
           CyberGuard Corporation, 2000 West Commercial Blvd., Suite 200, Fort
           Lauderdale, FL 33309-1892.

     8.3   During the term of this Agreement and for one (1) year thereafter
           CYBG shall have the right, at its expense and upon not less than
           twenty (20) working days notice to OEM and no more than once per
           year, to have an examination and audit conducted of OEM records
           specifically relating to payments hereunder to determine compliance
           with this section. Any such audit must be conducted during regular
           business hours and in such a manner as not to interfere unreasonably
           with OEM's normal business activities. Such audit will be conducted
           by a member of the AICPA who has agreed to be bound by substantially
           similar terms and conditions as those set out in the attached
           Non-Disclosure Agreement in Exhibit F.

     8.4   The fees payable by OEM hereunder are exclusive of taxes. OEM shall
           pay or reimburse CYBG for all taxes, including sales or use taxes,
           however designated, imposed as a result of the existence or operation
           of this Agreement, except income and franchise tax imposed on CYBG by
           any government entity. If applicable, OEM may, in lieu of paying
           sales and/or use taxes, furnish to CYBG a tax exemption certificate
           which is acceptable to the appropriate taxing authority.

     8.5   Payment shall be made within thirty (30) days from the date of each
           sale, as listed in the monthly Sales Report, without reduction or
           offset for returns. All amounts over due shall bear interest at the
           rate of 1.5% per month or, if lower, the highest rate permitted by
           applicable law.

     8.6   CYBG may change prices with (30) thirty days notification. Price
           changes will not affect purchase orders that are in process and
           accepted. OEM may place additional orders at the then current prices
           during such notification period. Price changes will be consistent
           with CYBG's price changes for other OEMs with similar sales volume
           commitments.

     8.7   OEM is granted purchase discounts off of list prices as set forth in
           Exhibit C.

9.   WARRANTY DISCLAIMER

     9.1.  Warranty Disclaimer

         9.1.1    CYBG provides the Licensed Software and any Upgrades with no
                  warranties as specifically stated in the CyberGuard(TM)
                  Software License Agreement, attached hereto or as amended by
                  CYBG from time TO time.

10.  TERM AND TERMINATION

     10.1. This Agreement shall be effective as of the date first written above
           herein ("Effective Date") and shall continue for five (5) years at
           the rates and discounts provided herein subject to



<PAGE>   4

           attainment of the annual unit volume commitments as specified in
           Exhibit E. In the event OEM does not meet the annual unit volume
           commitments, CYBG has the right to modify the terms and conditions of
           this Agreement, including without limitation, the discount schedule
           set forth herein in Exhibit C, on each anniversary date of the
           Effective Date ("modifications"). The modifications will be
           consistent with "Most Favored Nations" for comparable discounts, and
           terms and conditions. CYBG will not modify the discount schedule
           while license fees are being waived on the initial $250,000 Right to
           Manufacture fee, as such waiver is more fully described in section
           3.4 of this Agreement. In the event that parties agree to CYBG's
           modifications in writing, this Agreement renews on the applicable
           anniversary date of the Effective Date at the modified terms and
           conditions. In the event that parties do not agree to CYBG's
           modifications and state so in writing, this Agreement will terminate
           in 90 days from the date of such writing, and neither party hereto
           will have thereafter any recourse arising from such termination
           except as otherwise stated in this Agreement.

     10.2. Either party shall have the right to terminate this Agreement for
           material breach by the other party hereto. Termination shall become
           effective ninety (90) days after written notice is given by the
           terminating party to the breaching party. Such notice shall
           specifically identify the nature of the breach and state an intent to
           terminate in the event the breach is not cured within said ninety
           (90) days period. Written notice shall be signed by an authorized
           representative of CYBG and shall be sent in accordance with
           Subsection 15.13, "Notices."

     10.3. Upon termination or expiration of this Agreement, the OEM will return
           all confidential information given to it by CYBG.

     10.4. Survival After Termination or Expiration:

           The provisions of Section 6 "Ownership and Licenses," Section 8 "Fees
           and Payments," Section 9 "Warranty and Indemnification," Section 10
           "Term and Termination," Section 11 "Limitation of Liability," Section
           12 "Compliance with Laws," Section 13 "Confidential Information,"
           Section 14 "Force Majeure," Section 15 "General," shall survive and
           continue beyond any expiration or termination of this Agreement,
           except that licenses granted to OEM by CYBG shall not survive if this
           Agreement is terminated for a material breach by OEM. End user
           licenses are not affected.

11.  LIMITATION OF LIABILITY

     11.1. In no event will either party be liable to the other for any
           incidental or special damages, actual losses, lost profits, lost
           savings, or any other consequential damages regardless of the form of
           action, even if such party has been advised of the possibility of
           such damages, resulting from the subject matter of this Agreement.

12.  COMPLIANCE WITH LAWS

     12.1  Each party will comply with all applicable laws and regulations and
           ordinances including, but not limited to, the regulations of the U.S.
           Government relating to the export of commodities and technical data
           insofar as they relate to the activities under this Agreement. Each
           party hereby gives its written assurance that neither products nor
           any technical data provided by the other party under this Agreement,
           is intended to be shipped, directly or indirectly, to the prohibited
           countries identified by the U.S. Government.

     12.2  The Department of Commerce Bureau of Export Administration ("BXA")
           has taken the position that software containing Application
           Programming Interfaces

     12.3  ("APIs") similar to CYBG's CENTRAL/REMOTE FIREWALL MANAGEMENT FEATURE
           or are controlled by United States export laws, and therefore, such
           source code and object code software cannot be exported without a
           valid license or other authorization from the U.S. government. CYBG
           hereby





<PAGE>   5

           places OEM on notice that any item controlled under the U.S. laws and
           regulations, including without limitation, the CENTRAL/REMOTE
           FIREWALL MANAGEMENT FEATURE or any other encryption feature, or any
           product containing the CENTRAL/REMOTE FIREWALL MANAGEMENT FEATURE or
           any other encryption feature, cannot be exported (as defined in
           section 734.2 (b) (9) of the Export Administration Regulations (15
           CFR ss.734.2(b)(9)) without a valid license or other authorization
           from the U.S. government.

     12.4. OEM shall notify CYBG of any contract for sale of the CENTRAL/REMOTE
           FIREWALL MANAGEMENT FEATURE and/or any other encryption feature or
           any product containing the CENTRAL/REMOTE FIREWALL MANAGEMENT Feature
           or any other encryption feature that is deemed an export under BXA
           regulations; any application submitted to the U.S. government to
           obtain an export license under BXA regulations or any other export
           control laws or regulations; and any actual export under such license
           obtained from the U.S. government for export.

     12.5. OEM assumes all risk and cost associated with a violation of any U.S.
           export control law or regulation, and will indemnify CYBG for the
           full consequences of any export of the CENTRAL/REMOTE FIREWALL
           MANAGEMENT FEATURE or any other encryption feature without CYBG's
           knowledge.

     12.6. Termination or cancellation of this Agreement or any Exhibits or
           attachments hereto shall have no effect on the rights and obligations
           of the parties under this section.

13.  CONFIDENTIAL INFORMATION

     13.1. All Confidential information exchanged by the parties shall be in
           accordance with a Mutual Non-Disclosure Agreement attached hereto as
           Exhibit F and incorporated herein by reference.

14.  FORCE MAJEURE

     14.1. Neither party to this Agreement shall be liable for its failure to
           perform any of its obligations hereunder during any period in which
           such performance is delayed by circumstances beyond its reasonable
           control, including but not limited to: fire, act of nature, or,
           embargo, riot or the intervention of any government authority,
           provided that the party suffering such delay promptly notifies the
           other party of the delay.

15.  GENERAL

     15.1  Neither party shall assign this Agreement nor any interest therein
           without the prior written consent of the other party, except that
           both parties may assign this Agreement or any interest therein in
           connection with a merger, acquisition, sale of substantially all of
           assets, or similar business combination; provided, however, that OEM
           may not assign this Agreement or any interest therein to a third
           party which is a competitor of CYBG or becomes a competitor of CYBG
           as a result of this Agreement.

     15.2. Except as otherwise expressly provided herein, the rights and
           remedies of the parties provided in this Agreement shall not be
           exclusive and are in addition to any other rights and remedies
           provided at law or in equity.

     15.3. Each party, including its servants, agents, and employees, is deemed
           to be an independent contractor and not an agent, joint venturer,
           employee, or representative of the other, and neither party may
           create any obligations or responsibilities on behalf of or in the
           name of the other party.

     15.4. If any provision of this Agreement is held illegal or unenforceable
           by any court of competent jurisdiction, such provision shall be
           modified to the minimal extent required to make it legal and
           enforceable, consistent with the spirit and intent of this Agreement.
           If such provision cannot be so modified, the provision shall be
           deemed separable from the remaining provisions




<PAGE>   6

            of this Agreement and shall not affect or impair the validity or
            enforceability of the remaining provisions of this Agreement.

     15.5.  This Agreement shall be governed by the laws of the State of Florida
            applicable to agreements made and performed entirely within such
            jurisdiction except that the conflict of laws provisions of the
            State of Florida relating to determination of the applicable forum
            law to be used shall not apply.

     15.6.  Supplemental terms are included in Exhibits A through H and are
            incorporated herein by reference. In case of conflict between the
            terms of Exhibits A through H and the body of this Agreement, the
            body of this Agreement shall govern.

     15.7   No rights or licenses are granted hereunder, expressly or by
            implication or estoppel, to assign or grant any rights or licenses
            to any trademarks of either party, or to any inventions of either
            party, except as may be expressly provided herein.

     15.8.  The failure of either party to enforce, in any one or more
            instances, any of the terms or conditions of the Agreement shall not
            be construed as a waiver of the future performance of any such term
            or condition.

     15.9.  Nothing contained in this Agreement shall prevent either party from
            entering into agreements with third parties which are similar to
            this Agreement, or from independently developing (either through
            third parties or through the use of its own personnel), or from
            acquiring from third parties, technologies or product or services
            which are similar to and competitive with that of the other party.

     15.10. Neither party shall disclose the existence or terms and conditions
            of the Agreement to third parties except with prior written
            agreement of the other party or in response to order of a court or
            government agency or the disclosure rules and regulations of the
            Securities and Exchange Commission, but in each such case only to
            the extent so required.

     15.11. Except for actions to recover payments under this Agreement, no
            actions, regardless of form, arising out of this Agreement, may be
            brought by either party more than two (2) years after the cause of
            action has arisen.

     15.12. This Agreement, together with its Exhibits; and the agreements
            listed in Exhibit E of this Agreement, express the entire agreement
            and understanding of the parties with respect to the subject matter
            hereof and supersedes all prior oral or written agreements,
            negotiations, commitments, and understandings pertaining to the
            subject matter hereof. Any modifications of or changes to this
            Agreement shall be in writing and signed by both parties.

     15.13. Notices

         15.13.1. Notices under this Agreement shall be addressed to:

               To CYBG:    CyberGuard Corporation
                           2000 West Commercial Blvd., Suite 200
                           Ft. Lauderdale, FL 33309
                           ATTN: Business Development

                  To OEM:  Information Resource Engineering, Inc.
                           8029 Corporate Drive
                           Baltimore, MD  21236
                           ATTN: OEM Manager

IN WITNESS WHEREOF, the parties have executed and delivered this Agreement as of
the date first written above.


<PAGE>   7

CYBERGUARD CORPORATION                  INFORMATION RESOURCE ENGINEERING, INC.



By:                                By:
    -------------------------           ------------------------------

    Signature                           Signature


    -------------------------           ------------------------------
    Print or type name                  Print or type name


    -------------------------           ------------------------------
    Title                               Title



                                    EXHIBIT A

                                Support Agreement

1.   Definitions

     1.1. Level 1 shall mean the service provided in response to the initial
          phone call placed by a Customer which identifies or documents an
          error.

     1.2. Level 2 shall mean the service provided to analyze or reproduce the
          error or to determine that the error is not reproducible.

     1.3. Level 3 shall mean the service provided that isolates the error to the
          component level. An attempt shall be made to provide an error
          correction or circumvention.

     1.4. Error shall mean any of the following:

         1.4.1. Code Error
              1.4.1.1. A function described in the Licensed Software which is
                       omitted from the code;
              1.4.1.2. A function which does not operate or gives incorrect
                        results; or
              1.4.1.3. A function which does not operate satisfactorily in the
                       environment for which it was designed.
         1.4.2. Documentation Error
              1.4.2.1. A failure of the documentation to accurately describe
                       the functionality as described in the Licensed Software;
                       or

              1.4.2.2. A failure of the documentation to enable the intended
                       user to correctly operate the code.
     1.5. Error Severity Level shall mean classification of errors according to
          the following definitions:
         1.5.1. High Priority shall mean an emergency condition which causes
                critical impact or which makes the performance or continued
                performance of any one or more functions impossible.

         1.5.2. Medium Priority shall mean a condition which significantly
                affects or which makes the performance or continued performance
                of any one or more functions difficult and which can be
                circumvented or avoided on a temporary basis.

         1.5.3. Low Priority shall mean a documentation error or a limited
                problem condition which is not critical and which may be
                circumvented or avoided on a temporary basis.

2.   Support shall be provided based on reasonable commercial practices that may
change from time to time.


<PAGE>   8























                                    EXHIBIT B

                      CyberGuard Software License Agreement


<PAGE>   9




























                                    EXHIBIT C

                                OEM Price Matrix
     (Note: Model Numbers Refer to CyberGuard Distributor Price Book Parts)


<PAGE>   10


                                    EXHIBIT E

                  Territory, Agreements and Volume Commitments

D1       Territory

                  Territory means world-wide, except prohibited countries
                  identified by the United States government.

D2       Agreements

          The business relationship between Information Resource Engineering,
          Inc. and CyberGuard Corporation is represented in this OEM Agreement
          and a separate Distribution Agreement, dated June 11, 1998. These
          agreements and their exhibits express the entire agreement and
          understanding of the parties and supersede all prior oral or written
          agreements, negotiations, commitments, and understandings pertaining
          to the subject matter hereof. Any modifications of or changes to this
          Agreement shall be in writing and signed by both parties.

D3        Annual Volume Commitments

          First Year                           500 units
          Second Year                        2,000 units
          Third Year                         5,000 units
          Fourth Year                       12,500 units


<PAGE>   11



                                    EXHIBIT F

                         Mutual Non-Disclosure Agreement

THIS AGREEMENT is made and entered into by and between CyberGuard Corporation, a
Florida corporation, having a principal place of business at 2000 W. Commercial
Blvd., Suite 200, Fort Lauderdale, Florida, 33309 (hereinafter referred to as
"CyberGuard"), and Information Resource Engineering, Inc., a Delaware
corporation, having a principal place of business at 8029 Corporate Drive,
Baltimore, MD 21236           (hereinafter referred to as "Company").

WHEREAS, CyberGuard and Company are desirous of exchanging information for the
purpose of exploring the possibility of the two companies working together, to
the mutual benefit of both parties hereto.

AND WHEREAS, if the parties determine to work together, the exchange of
information will continue throughout the parties' working relationship.

AND WHEREAS, one party hereto (OWNER) may disclose to the other party hereto
(RECIPIENT), certain information pursuant to this Agreement which the OWNER
deems proprietary and confidential.

NOW, THEREFORE, the parties hereto agree as follows:

1.   For a period of three (3) years from the date of receipt of any
     "Confidential Information" (as defined below), each RECIPIENT shall use
     reasonable efforts to prevent the disclosure to any other person, firm or
     corporation of any Confidential Information which it receives from OWNER.
     RECIPIENT shall also use the same degree of care to avoid disclosure of
     such information as RECIPIENT employs with respect to its own proprietary
     and confidential information of like importance and shall limit disclosure
     of the Confidential Information to those of its personnel and personnel of
     its affiliated companies and its outside professional firms who have an
     actual need to know and have an obligation to protect the confidentiality
     of such Information consistent with the requirements of this Agreement.
     RECIPIENT also agrees not to use the Confidential Information for any
     purpose other than the purpose described in the recitals to this Agreement.

2.   Any reports or other documents resulting from such exchange of information
     between the parties shall be governed by the same terms and conditions with
     respect to confidentiality as is the exchange of Confidential Information
     between the parties.

3.   Notwithstanding the foregoing, information shall not be deemed Confidential
     Information and RECIPIENT shall have no obligation with respect to any such
     information which

         a.   is already known to RECIPIENT, and such prior knowledge can be
              demonstrated through physical evidence that pre-dates this
              Agreement, or

         b.   is or becomes publicly known through publication or otherwise and
              through no wrongful act of RECIPIENT, or


<PAGE>   12

         c.   is received from a third party without similar restriction and
              without breach of this Agreement, or

         d.   is independently developed by RECIPIENT, or

         e.   is furnished to a third party by OWNER without a similar
              restriction on the third party's rights, or

         f.   is approved for release by written authorization of OWNER (so long
              as such release complies with any requirements of the
              authorization), or

         g.   is disclosed pursuant to the lawfully imposed requirement of a
              governmental agency or disclosure is required by operation of law.

4.   Each of the Parties hereto acknowledge that irreparable harm, for which
     there would be no adequate remedy at law, would arise from a violation of
     this Agreement. Therefore, each Party acknowledges that a breach of this
     Agreement would give rise to a right to an injunction in favor of the
     non-breaching party. Notwithstanding the foregoing, the parties are
     entitled to pursue any appropriate remedies at law or in equity for breach
     of this Agreement. This Agreement constitutes the entire agreement of the
     parties hereto with respect to confidentiality of business information and
     supersedes any prior agreements or understandings of the parties hereto
     regarding such information. This Agreement shall be construed in accordance
     with the laws of the State of Florida. This Agreement may be amended or
     modified only in a writing signed by both parties.

5.   All Confidential Information that is in any reproducible form (including
     without limitation, written or electronic form) delivered by one party
     hereto to the other party shall be and remain the property of the
     delivering party, and all such data, and any copies thereof, shall be
     promptly returned to the delivering party upon written request, or
     destroyed at the delivering party's option.

6.   This Agreement shall not be construed as granting or conferring any rights
     by license or otherwise, expressly, impliedly, or otherwise for any
     invention, discovery or improvement made, conceived or acquired prior to or
     after the date of this Agreement.

7.   Nothing contained in this Agreement shall constitute a commitment by either
     party to the development or release of any future products and/or programs
     disclosed thereby or restrict either party in its efforts to improve its
     existing products and systems and to conceive and develop new products and
     systems. Additionally, participation in the information exchange pursuant
     to this Agreement shall not constitute or imply a commitment by either
     party to favor or recommend any product or service of the other party.

8.   For the purposes of this Agreement, "Confidential Information" shall mean
     any information that is disclosed to RECIPIENT by the OWNER that has been
     created, developed, discovered, discerned, acquired, licensed or purchased
     by the OWNER, including without limitation, information relating to any
     product, process, development, research work, business line, business
     strategy or intellectual property of any kind, and shall include, without
     limitation, inventions, improvements, discoveries, creations, computer
     programs, computer hardware, design specifications, concepts, formulas,
     trade secrets, ideas, processes, know-how, methods, proprietary data,
     software code, source code, products,




<PAGE>   13

     future products, techniques, any and all derivative works therefrom and any
     and all patents and copyrights therein or any improvements thereof.

IN WITNESS WHEREOF, the parties hereto agree that the effective date of this
Agreement shall be the 11th day of June, 1998.



CyberGuard Corporation                 Information Resource Engineering, Inc.

By:                                    By:
     -------------------------            ------------------------------
     Signature                            Signature

     -------------------------            ------------------------------
     Print or type name                   Print or type name

     -------------------------            ------------------------------
     Title                                Title


<PAGE>   14



                                    EXHIBIT G

                             OEM Acceptance Criteria

Both companies want IRE to operate as an OEM with an IRE branded version of
CyberGuard's firewalls.

1.   CyberGuard will provide support to IRE consistent with CYBG's commercial
     practices as listed in (a) Escalation and call handling Statement, (b)
     hardware certification procedure, (c) hardware certification presentation,
     (d) installation guide, (e) Business Partner Program(TM) Guide, (f)
     CyberGuard partner web sitE, which may be amended from time to time.

2.   CyberGuard will apply engineering effort to change the logo and name,
     provided that IRE supplies CyberGuard with name and logo data in the proper
     format. CyberGuard will be provide documentation as machine readable source
     to allow IRE to do IRE's own customization. Machine readable source remains
     the property of CyberGuard.

3.   CyberGuard will negotiate with its 3rd party suppliers in good faith or
     supply a list of points of contacts for IRE to negotiate terms and
     conditions.

4.   CyberGuard will supply available documentation of the software publishing
     process; the software support process; list of all supported hardware
     configurations and a process for updating the list; the RIQ process; and
     the product delivery dates for planning purposes.

5.   CyberGuard will provide custom programming support at CyberGuard's retail
     rates. Special support requirements (eg. TR turnaround times) will be
     provided at CyberGuard's custom programming retail rates or will be
     negotiated on a task basis.

6.   CyberGuard will conduct Year 2000 compliance tests on Licensed Software and
     will make available documentation of such Year 2000 tests. At the time of
     this Agreement, the Year 2000 compliance tests used are derived from
     Citicorp's compliance requirements. CyberGuard reserves the right to amend
     the Year 2000 compliance testing criteria from time to time.


<PAGE>   15



                             DISTRIBUTION AGREEMENT

This Distribution Agreement ("Agreement") is made and entered into as of this
11th day of June, 1998, between CyberGuard Corporation, a Florida corporation,
whose registered office address is 2000 W. Commercial Blvd., Ft. Lauderdale,
Florida 33309 ("CYBG"), and Information Resource Engineering, Inc., a Delaware
corporation, whose registered office address is 8029 Corporate Drive, Baltimore,
MD 21236 ("Distributor").

WHEREAS Distributor desires to obtain from CYBG, and CYBG desires to grant
Distributor, the right to resell the Licensed Software in territory listed in
Exhibit G, on the terms and conditions set out below.

Distributor and CYBG agree as follows:

1.   DEFINITIONS

     1.1. "Code" means computer programming object code, which is substantially
          or entirely in binary form, which is directly executable by a computer
          without the intervening steps of compilation or assembly.

     1.2. "Customer" means resellers, dealers, and end users.

     1.3. "CyberGuard Authorized Master Distributor" means a CYBG's distributor
          with unique terms and conditions unilaterally determined by
          CyberGuard.

     1.4. "Licensed Software" means commercially available for distribution
          Firewall software products and related user's manuals.

     1.5. "RMA" means return materials authorization number assigned by CYBG.

     1.6. "Upgrade" means maintenance modifications and enhancements that
          substantially modify the Licensed Software.

2.   RESPONSIBILITIES OF  DISTRIBUTOR

     2.1. Distributor agrees to pay for the Licensed Software and the Upgrades
          at the prices set forth on the CYBG published price book as set forth
          in Exhibit C of this Agreement.

     2.2. Distributor agrees to aggressively promote the sales of the Licensed
          Software to Customers through promotional activities, advertisement,
          and sales calls.

     2.3. Distributor may rotate stock of the Licensed Software four times per
          year at one hundred percent (100%) of the price of the Licensed
          Software paid by Distributor to CYBG and exclusive of all shipping,
          insurance, tariff, and other similar charges associated with
          Distributor's purchase and rotation of the License Software.

     2.4. Distributor agrees to participate in CYBG training programs for sales
          and support in accordance with the terms and conditions of the CYBG's
          Program Guide, attached hereto and incorporated herein as Exhibit I,
          that CYBG may amend from time to time.

     2.5. Distributor agrees to provide the level 1 and level 2 support to
          Customers as defined in Exhibit A.

     2.6. Distributor agrees to provide ninety (90) day warranty support to the
          Distributor's Customers. The warranty period begins with the
          installation of the Licensed Software.

     2.7. Distributor shall provide CYBG with a report of sales within fifteen
          (15) days of the end of each month, which shall include: dollar
          amount, volume, geographic area, and any other pertinent information
          that CYBG may request and is mutually agreed to by the parties hereto.



<PAGE>   16

     2.8.  Distributor shall issue to CYBG purchase orders identifying the title
           and quantity of the Licensed Software and include such billing,
           shipping, pricing, and other information as requested by CYBG.

     2.9.  Distributor shall pay all charges for shipping and transportation of
           the Licensed Software.

     2.10. Distributor shall provide the initial order volumes equal to
           $250,000.00 upon signing the Agreement. This initial order is waived
           upon the condition that Distributor executes the CyberGuard
           Corporation Original Equipment Manufacturer Agreement prior to or
           simultaneously with the execution of this Agreement.

     2.11. Distributor must notify CYBG within twenty (20) days after accepting
           delivery of visibly incomplete or damaged goods. All goods will be
           shipped EXW, 2000 West Commercial Blvd., Suite 200, Fort Lauderdale,
           FL 33309.

     2.12. Licensed Software shall be returned by Distributor to CYBG unopened,
           in original packaging, within sixty (60) days of CYBG notification of
           an Upgrade availability.

     2.13. Distributor has thirty (30) days to provide CYBG with the number of
           unused/unopened copies Distributor wishes to return as a result of
           CYBG notification of Upgrade.

     2.14. Distributor shall comply with the terms and conditions of
           Distributor's SafeNet Partner Program, attached hereto and
           incorporated herein as Exhibit H which may be amended from time to
           time by Distributor, including without limitation, the Discount
           Structure and Commitment Levels section. The published list prices
           referenced in the Discount Structure and Commitment Levels section
           shall be the list prices provided by CYBG to Distributor under this
           Agreement.

3.   RESPONSIBILITIES OF CYBG

     3.1.  CYBG shall provide to Distributor copies of the Licensed Software for
           distribution.

     3.2.  CYBG shall provide to Distributor copies of Upgrades to the Licensed
           Software for distribution.

     3.3.  CYBG shall issue an RMA to Distributor when required for section 2.12
           and 2.13.

     3.4.  CYBG shall provide Distributor with the CYBG Software License
           Agreement as set out in Exhibit B.

     3.5.  CYBG approves the right of the Distributor to use the designation
           "Authorized CyberGuard Software Distributor" during the term of this
           Agreement.

     3.6.  CYBG shall provide Level 3 support to Distributor as defined in
           Exhibit A.

     3.7.  CYBG shall provide training for technical and marketing support for a
           fee as set out in the CYBG's Program Guide, attached hereto as
           Exhibit I, that CYBG may amend from time to time.

     3.8.  CYBG shall provide warranty support as described in Exhibit A.

     3.9.  CYBG shall provide marketing collateral as it becomes available.

4.   PUBLIC RELATIONS

     4.1.  The parties will work toward a common external message and timing of
           public announcements.

     4.2.  CYBG reserves the right to require the Distributor to submit to CYBG
           for approval any and all advertising and sales literature of
           Distributor which refers to CYBG and/or includes the CYBG mark. Such
           approval shall not be unreasonably withheld or delayed.

     4.3.  CYBG grants the right to Distributor to duplicate the CYBG mark as
           described in Exhibit F. CYBG reserves the right to change the CYBG
           mark.

     4.4.  Distributor agrees not to change or remove any CYBG mark on Licensed
           Software or Upgrades.

5.   OWNERSHIP AND LICENSES

     5.1.  Intellectual Property


<PAGE>   17

         5.1.1. CYBG retains sole and exclusive ownership of all worldwide
                copyrights, patents, trademarks, trade secrets, know-how, and
                any other intellectual property right in and to the Licensed
                Software and Upgrades as they exist now or in the future.

         5.1.2. Distributor acknowledges that CYBG owns all right, title, and
                interest in the CYBG name and logotype and mark and is the owner
                of certain other CYBG registered or common law trademarks and
                tradenames. Distributor acknowledges that Distributor will not
                use or acquire any interest in any of these trademarks or trade
                names by virtue of this Agreement, or the activities of either
                of us under it.

         5.1.3. CYBG acknowledges that Distributor owns all right, title, and
                interest in the Distributor name and logotype. CYBG acknowledges
                that it will not acquire any interest in the Distributor name or
                mark by virtue of this Agreement or the activities of either of
                us under it.

6.   CYBG GRANTS TO DISTRIBUTOR

     6.1. CYBG grants to Distributor, and its subsidiaries, a territory-wide,
          nonexclusive license under copyrights, know-how and trade secrets to
          sell copies of Licensed Software in Code only to Customers.

     6.2. CYBG grants to Distributor, and its subsidiaries, a territory-wide,
          nonexclusive license under copyrights, know-how, and trade secrets to
          internally use, display, and execute in Code only one copy of the
          Licensed Software solely for demo purposes at no charge.

     6.3. Distributor shall not remove and shall provide to Customers the
          CyberGuard(TM) Software License AgreemeNT supplied by CYBG with the
          Licensed Software and/or Upgrades as set out in Exhibit B or as
          amended by CYBG from time to time.

7.   FEES AND PAYMENTS

     7.1. Distributor shall purchase the Licensed Software for distribution
          under this Agreement from a CyberGuard Authorized Master Distributor
          or directly from CYBG.

     7.2. CYBG agrees to set aside 2% of the Distributor's net purchases for
          deposit into the Distributor's co-op promotion account per Exhibit D.

     7.3. CYBG agrees to furnish Distributor limited advertising and promotional
          material in connection with its activities hereunder. Such materials
          shall be provided at no charge. Additional quantities shall reduce
          funds described in 7.2 by an amount equal to CYBG cost of the
          materials.

     7.4. Distributor shall send all payments, referencing this Agreement to:
          CyberGuard Corporation, 2000 West Commercial Blvd., Suite 200, Fort
          Lauderdale, FL 33309-1892.

     7.5. During the term of this Agreement and for one (1) year thereafter CYBG
          shall have the right, at its expense and upon not less than twenty
          (20) working days notice to Distributor and no more than once per
          year, to have an examination and audit conducted of Distributor
          records specifically relating to payments hereunder to determine
          compliance with this section. Any such audit must be conducted during
          regular business hours and in such a manner as not to interfere
          unreasonably with Distributor's normal business activities. Such audit
          will be conducted by a member of the AICPA who has agreed to be bound
          by substantially similar terms and conditions as those set out in the
          attached Non-Disclosure Agreement in Exhibit E. 7.6. The fees payable
          by Distributor hereunder are exclusive of taxes. Distributor shall pay
          or reimburse CYBG for all taxes, including sales or use taxes, however
          designated, imposed as a result of the existence or operation of this
          Agreement, except income and franchise tax imposed on CYBG by any
          government entity. If applicable, Distributor may, in lieu of paying
          sales and/or use taxes, furnish to CYBG a tax exemption certificate
          which is acceptable to the appropriate taxing authority.


<PAGE>   18

     7.7. Payments shall be made within thirty (30) days from the date of each
          shipment without reduction or offset for returns. All amounts over due
          shall bear interest at the rate of 1.5% per month or, if lower, the
          highest rate permitted by applicable law.

     7.8. In the event payment is not made when due, CYBG may defer shipment of
          additional Licensed Software until all outstanding amounts, including
          late charges, are paid.

     7.9. CYBG may change prices with (30) thirty days notification. Price
          changes will not affect purchase orders that are in process and
          accepted.

     7.10. Distributor is granted purchase discounts off of list prices as set
          forth in Exhibit C.

8.   WARRANTY DISCLAIMER

     8.1. Warranty Disclaimer

          8.2.1  CYBG provides the Licensed Software and any Upgrades with no
                 warranties as specifically stated in the CyberGuard(TM)
                 Software License Agreement, attached hereto or as amended by
                 CYBG from time to time.

9.   TERM AND TERMINATION

     9.1. This Agreement shall be effective as of the date first written above
          herein ("Effective Date") and shall continue until the earlier of
          December 31, 1998 or the date upon which CYBG completes the tasks
          listed in the Exhibit G of the CyberGuard Corporation Original
          Equipment Manufacturer Agreement.

     9.2. Either party shall have the right to terminate this Agreement for
          material breach by the other party hereto. Termination shall become
          effective ninety (90) days after written notice is given by the
          terminating party to the breaching party. Such notice shall
          specifically identify the nature of the breach and state an intent to
          terminate in the event the breach is not cured within said ninety (90)
          days period. Written notice shall be signed by an authorized
          representative of CYBG and shall be sent in accordance with Subsection
          14.13, "Notices."

     9.3. Upon termination or expiration of this Agreement, each party will
          return all confidential information given to it by the other party.

     9.4. Survival After Termination or Expiration

          9.4.1. The provisions of Section 5 "Ownership and Licenses," Section 7
                 "Fees and Payments," Section 8 "Warranty and Indemnification,"
                 Section 9 "Term and Termination," Section 10 "Limitation of
                 Liability," Section 11 "Compliance with Laws," Section 12
                 "Confidential Information," Section 13 "Force Majeure," Section
                 14 "General," shall survive and continue beyond any expiration
                 or termination of this Agreement, except that licenses granted
                 to Distributor by CYBG shall not survive if this Agreement is
                 terminated for a material breach by Distributor. End user
                 licenses are not affected.

10.  LIMITATION OF LIABILITY

     10.1. In no event will either party be liable to the other for any
           incidental or special damages, actual losses, lost profits, lost
           savings, or any other consequential damages regardless of the form of
           action, even if such party has been advised of the possibility of
           such damages, resulting from the subject matter of this Agreement.

11.        COMPLIANCE WITH LAWS

     11.1  Each party will comply with all applicable laws and regulations and
           ordinances including, but not limited to, the regulations of the U.S.
           Government relating to the export of commodities and technical data
           insofar as they relate to the activities under this Agreement. Each
           party hereby gives its written assurance that neither products nor
           any technical data provided by





<PAGE>   19

           the other party under this Agreement, is intended to be shipped,
           directly or indirectly, to the prohibited countries identified by the
           U.S. Government.

     11.2  The Department of Commerce Bureau of Export Administration ("BXA")
           has taken the position that software containing Application
           Programming Interfaces ("APIs") similar to CYBG's CENTRAL/REMOTE
           FIREWALL MANAGEMENT FEATURE are controlled by United States export
           laws, and therefore, such source code and object code software cannot
           be exported without a valid license or other authorization from the
           U.S. government. CYBG hereby places Distributor on notice that any
           item controlled under the U.S. laws and regulations, including
           without limitation, the CENTRAL/REMOTE FIREWALL MANAGEMENT FEATURE or
           any other encryption feature, or any product containing the
           CENTRAL/REMOTE FIREWALL MANAGEMENT FEATURE or any other encryption
           feature, cannot be exported (as defined in section 734.2 (b) (9) of
           the Export Administration Regulations (15 CFR ss.734.2(b)(9)) without
           a valid license or other authorization from thE U.S. government.

     11.3  Until Distributor obtains its own authorization from the U.S.
           government to export CYBG's Licensed Software and Upgrades with the
           encryption features, Distributor shall notify CYBG of any contract
           for sale of the CENTRAL/REMOTE FIREWALL MANAGEMENT FEATURE, and/or
           any other encryption feature or any product containing the
           CENTRAL/REMOTE FIREWALL MANAGEMENT FEATURE or any other encryption
           feature that is deemed an export under BXA regulations; any
           application submitted to the U.S. government to obtain an export
           license under BXA regulations or any other export control laws or
           regulations; and any actual export under such license obtained from
           the U.S. government for export.

     11.4  Distributor assumes all risk and cost associated with a violation of
           any U.S. export control law or regulation, and will indemnify CYBG
           for the full consequences of any export of the CENTRAL/REMOTE
           FIREWALL MANAGEMENT FEATURE, or any other encryption feature without
           CYBG's knowledge.

     11.5  Termination or cancellation of this Agreement or any Exhibits or
           attachments hereto shall have no effect on the rights and obligations
           of the parties under this section.

12.  CONFIDENTIAL INFORMATION

     12.1. All Confidential information exchanged by the parties shall be in
           accordance with a Mutual Non-Disclosure Agreement attached hereto as
           Exhibit E and incorporated herein by reference.

13.  FORCE MAJEURE

     13.1. Neither party to this Agreement shall be liable for its failure to
           perform any of its obligations hereunder during any period in which
           such performance is delayed by circumstances beyond its reasonable
           control, including but not limited to: fire, act of nature, or,
           embargo, riot or the intervention of any government authority,
           provided that the party suffering such delay promptly notifies the
           other party of the delay.

14.  GENERAL

     14.1  Neither party shall assign this Agreement nor any interest therein
           without the prior written consent of the other party, except that
           both parties may assign this Agreement or any interest therein in
           connection with a merger, acquisition, sale of substantially all of
           assets, or similar business combination; provided, however, that
           Distributor may not assign this Agreement or any interest therein to
           a third party which is competitor of CYBG or becomes a competitor of
           CYBG as a result of this Agreement.


<PAGE>   20

     14.2   Except as otherwise expressly provided herein, the rights and
            remedies of the parties provided in this Agreement shall not be
            exclusive and are in addition to any other rights and remedies
            provided at law or in equity.

     14.3.  Each party, including its servants, agents, and employees, is deemed
            to be an independent contractor and not an agent, joint venturer,
            employee, or representative of the other, and neither party may
            create any obligations or responsibilities on behalf of or in the
            name of the other party.

     14.4.  If any provision of this Agreement is held illegal or unenforceable
            by any court of competent jurisdiction, such provision shall be
            modified to the minimal extent required to make it legal and
            enforceable, consistent with the spirit and intent of this
            Agreement. If such provision cannot be so modified, the provision
            shall be deemed separable from the remaining provisions of this
            Agreement and shall not affect or impair the validity or
            enforceability of the remaining provisions of this Agreement.

     14.5.  This Agreement shall be governed by the laws of the State of Florida
            applicable to agreements made and performed entirely within such
            jurisdiction except that the conflict of laws provisions of the
            State of Florida relating to determination of the applicable forum
            law to be used shall not apply.

     14.6.  Supplemental terms are included in Exhibits A through I and are
            incorporated herein by reference. In case of conflict between the
            terms of Exhibits A through I and the body of this Agreement, the
            body of this Agreement shall govern.

     14.7.  No rights or licenses are granted hereunder, expressly or by
            implication or estoppel, to assign or grant, any rights or licenses
            to any trademarks of either party, or to any inventions of either
            party, except as may be expressly provided herein.

     14.8.  The failure of either party to enforce, in any one or more
            instances, any of the terms or conditions of the Agreement shall not
            be construed as a waiver of the future performance of any such term
            or condition.

     14.9.  Nothing contained in this Agreement shall prevent either party from
            entering into agreements with third parties which are similar to
            this Agreement, or from independently developing (either through
            third parties or through the use of its own personnel), or from
            acquiring from third parties, technologies or product or services
            which are similar to and competitive with that of the other party.

     14.10. Neither party shall disclose the existence or terms and conditions
            of the Agreement to third parties except with prior written
            agreement of the other party or in response to order of a court or
            government agency or the disclosure rules and regulations of the
            Securities and Exchange Commission, but in each such case only to
            the extent so required.

     14.11. Except for actions to recover payments under this Agreement, no
            actions, regardless of form, arising out of this Agreement, may be
            brought by either party more than two (2) years after the cause of
            action has arisen.

     14.12. This Agreement, together with its Exhibits; and agreements listed in
            Exhibit I express the entire agreement and understanding of the
            parties with respect to the subject matter hereof and supersede all
            prior oral or written agreements, negotiations, commitments, and
            understandings pertaining to the subject matter hereof. Any
            modifications of or changes to this Agreement shall be in writing
            and signed by both parties.

     14.13. Notices

            14.13.1. Notices under this Agreement shall be addressed to:

To CYBG:          CyberGuard Corporation
                  2000 West Commercial Blvd., Suite 200




<PAGE>   21

                           Ft. Lauderdale, FL  33309
                           ATTN: Product Marketing Manager

To Distributor:            Information Resource Engineering, Inc.
                           8029 Corporate Drive
                           Baltimore, MD  21236
                           ATTN: Inside Sales Manager

IN WITNESS WHEREOF, the parties have executed and delivered this Agreement as of
the date first written above.

CYBERGUARD CORPORATION               INFORMATION RESOURCE ENGINEERING, INC.


By:                                  By:
  -------------------------             ------------------------------
  Signature                             Signature

  -------------------------             ------------------------------
  Print or type name                    Print or type name

  -------------------------             ------------------------------
  Title                                 Title


<PAGE>   22


                                    EXHIBIT A

                                Support Agreement


1.   Definitions

     1.1. Level 1 shall mean the service provided in response to the initial
          phone call placed by a Customer which identifies or documents an
          error.

     1.2. Level 2 shall mean the service provided to analyze or reproduce the
          error or to determine that the error is not reproducible.

     1.3. Level 3 shall mean the service provided that isolates the error to the
          component level. An attempt shall be made to provide an error
          correction or circumvention.

     1.4. Error shall mean any of the following:

          1.4.1. Code Error

              1.4.1.1. A function described in the Licensed Software which is
                       omitted from the code;

              1.4.1.2. A function which does not operate or gives incorrect
                       results; or

              1.4.1.3. A function which does not operate satisfactorily in the
                       environment for which it was designed.

         1.4.2. Documentation Error

              1.4.2.1. A failure of the documentation to accurately describe the
                       functionality as described in the Licensed Software; or

              1.4.2.2. A failure of the documentation to enable the intended
                       user to correctly operate the code.

     1.5. Error Severity Level shall mean classification of errors as assigned
          by CYBG according to the following definitions:

         1.5.1. High Priority shall mean an emergency condition which causes
                critical impact or which makes the performance or continued
                performance of any one or more functions impossible.

         1.5.2. Medium Priority shall mean a condition which significantly
                affects or which makes the performance or continued performance
                of any one or more functions difficult and which can be
                circumvented or avoided on a temporary basis.

         1.5.3. Low Priority shall mean a documentation error or a limited
                problem condition which is not critical and which may be
                circumvented or avoided on a temporary basis.

2.   Clientele

     2.1. Clientele is a secure database tracking system that is accessible
          through the World Wide Web. It is used to deliver fixes, contains a
          Technical Answer book, product updates and announcements.

3.   CYBG will provide warranty support through the support hot line for the 90
     day warranty period.

4.   Support shall be provided based on reasonable commercial practices
     that may change from time to time.


<PAGE>   23



                                    EXHIBIT B

                     CyberGuard? Software License Agreement

                                    EXHIBIT C

                             Distributor Price Book

                                    EXHIBIT D

                               PROGRAM CONDITIONS

o        Cooperative funds are to be used only for the promotion of CyberGuard
         Corporation products.

o        Funds remaining in the Distributor's co-op account upon termination of
         the relationship between the Distributor and CyberGuard Corporation
         will revert back to CyberGuard Corporation.

o        CyberGuard Corporation will not be held responsible for the contents of
         any marketing activity other than those produced by CyberGuard
         Corporation and featured without modification.

o        CyberGuard Corporation reserves the right to refuse authorization or
         reimbursement for activities that CyberGuard Corporation determines to
         contain material errors, improper identification or treatment
         detrimental to the image of CyberGuard Corporation and its products.

o        CyberGuard Corporation reserves the right to modify this program at any
         time.

o        It is the responsibility of the Distributor to notify CyberGuard
         Corporation of personnel changes regarding co-op contacts.

o        Accrued funds can only be used to reimburse the Distributor for
         preauthorized activities, which meet the criteria set forth by this
         policy.

o        The CyberGuard Corporation name and authorized logo must be displayed
         prominently and in accordance with the guidelines of logo usage as
         stated in this policy.

o        To qualify for reimbursement by cooperative funding, all advertising
         and promotional activities must receive prior authorization from
         CyberGuard Corporation.

o        Cooperative funds cannot be deducted from CyberGuard Corporation
         invoices without prior written consent.

o        Funds earned during the first half of the fiscal year are available for
         spending during the half earned and the half that follows. Funds earned
         during the last half of the fiscal year are available for spending
         during the half earned and the half that follows.

o        Claims for reimbursement must be submitted on a CyberGuard Corporation
         claim form within sixty (60) days of the activity's execution with all
         appropriate documentation attached.

o        Co-op reimbursement will be issued via credit memo unless otherwise
         stated. o CyberGuard Corporation will issue statements of account for
         co-op funding on a quarterly basis.


<PAGE>   24


                                    EXHIBIT E

                         MUTUAL NON-DISCLOSURE AGREEMENT


THIS AGREEMENT is made and entered into by and between CyberGuard Corporation, a
Florida corporation, having a principal place of business at 2000 W. Commercial
Blvd., Suite 200, Fort Lauderdale, Florida, 33309 (hereinafter referred to as
"CyberGuard"), and Information Resource Engineering, Inc., a Delaware
corporation, having a principal place of business at 8029 Corporate Drive,
Baltimore, MD 21236 ___________ (hereinafter referred to as "Company").

WHEREAS, CyberGuard and Company are desirous of exchanging information for the
purpose of exploring the possibility of the two companies working together, to
the mutual benefit of both parties hereto.

AND WHEREAS, if the parties determine to work together, the exchange of
information will continue throughout the parties' working relationship.

AND WHEREAS, one party hereto (OWNER) may disclose to the other party hereto
(RECIPIENT), certain information pursuant to this Agreement which the OWNER
deems proprietary and confidential.

NOW, THEREFORE, the parties hereto agree as follows:

1.   For a period of three (3) years from the date of receipt of any
     "Confidential Information" (as defined below), each RECIPIENT shall use
     reasonable efforts to prevent the disclosure to any other person, firm or
     corporation of any Confidential Information which it receives from OWNER.
     RECIPIENT shall also use the same degree of care to avoid disclosure of
     such information as RECIPIENT employs with respect to its own proprietary
     and confidential information of like importance and shall limit disclosure
     of the Confidential Information to those of its personnel and personnel of
     its affiliated companies and its outside professional firms who have an
     actual need to know and have an obligation to protect the confidentiality
     of such Information consistent with the requirements of this Agreement.
     RECIPIENT also agrees not to use the Confidential Information for any
     purpose other than the purpose described in the recitals to this Agreement.

2.   Any reports or other documents resulting from such exchange of information
     between the parties shall be governed by the same terms and conditions with
     respect to confidentiality as is the exchange of Confidential Information
     between the parties.

3.   Notwithstanding the foregoing, information shall not be deemed Confidential
     Information and RECIPIENT shall have no obligation with respect to any such
     information which

         a.   is already known to RECIPIENT, and such prior knowledge can be
              demonstrated through physical evidence that pre-dates this
              Agreement, or

         h.   is or becomes publicly known through publication or otherwise and
              through no wrongful act of RECIPIENT, or

         i.   is received from a third party without similar restriction and
              without breach of this Agreement, or
<PAGE>   25

         j.   is independently developed by RECIPIENT, or

         k.   is furnished to a third party by OWNER without a similar
              restriction on the third party's rights, or

         l.   is approved for release by written authorization of OWNER (so long
              as such release complies with any requirements of the
              authorization), or

         m.   is disclosed pursuant to the lawfully imposed requirement of a
              governmental agency or disclosure is required by operation of law.

4.   Each of the Parties hereto acknowledge that irreparable harm, for which
     there would be no adequate remedy at law, would arise from a violation of
     this Agreement. Therefore, each Party acknowledges that a breach of this
     Agreement would give rise to a right to an injunction in favor of the
     non-breaching party. Notwithstanding the foregoing, the parties are
     entitled to pursue any appropriate remedies at law or in equity for breach
     of this Agreement. This Agreement constitutes the entire agreement of the
     parties hereto with respect to confidentiality of business information and
     supersedes any prior agreements or understandings of the parties hereto
     regarding such information. This Agreement shall be construed in accordance
     with the laws of the State of Florida. This Agreement may be amended or
     modified only in a writing signed by both parties.

5.   All Confidential Information that is in any reproducible form (including
     without limitation, written or electronic form) delivered by one party
     hereto to the other party shall be and remain the property of the
     delivering party, and all such data, and any copies thereof, shall be
     promptly returned to the delivering party upon written request, or
     destroyed at the delivering party's option.

6.   This Agreement shall not be construed as granting or conferring any rights
     by license or otherwise, expressly, impliedly, or otherwise for any
     invention, discovery or improvement made, conceived or acquired prior to or
     after the date of this Agreement.

7.   Nothing contained in this Agreement shall constitute a commitment by either
     party to the development or release of any future products and/or programs
     disclosed thereby or restrict either party in its efforts to improve its
     existing products and systems and to conceive and develop new products and
     systems. Additionally, participation in the information exchange pursuant
     to this Agreement shall not constitute or imply a commitment by either
     party to favor or recommend any product or service of the other party.

8.   For the purposes of this Agreement, "Confidential Information" shall mean
     any information that is disclosed to RECIPIENT by the OWNER that has been
     created, developed, discovered, discerned, acquired, licensed or purchased
     by the OWNER, including without limitation, information relating to any
     product, process, development, research work, business line, business
     strategy or intellectual property of any kind, and shall include, without
     limitation, inventions, improvements, discoveries, creations, computer
     programs, computer hardware, design specifications, concepts, formulas,
     trade secrets, ideas, processes, know-how, methods, proprietary data,
     software code, source code, products, future products, techniques, any and
     all derivative works therefrom and any and all patents and copyrights
     therein or any improvements thereof.





<PAGE>   26

IN WITNESS WHEREOF, the parties hereto agree that the effective date of this
Agreement shall be the 11th day of June, 1998.

CyberGuard Corporation                   Information Resource Engineering, Inc.

By:                                      By:
         -------------------------             ------------------------------
         Signature                             Signature

         -------------------------             ------------------------------
         Print or type name                    Print or type name

         -------------------------             ------------------------------
         Title                                 Title


<PAGE>   27


                                    EXHIBIT G

                            Territory and Agreements



D1       Territory

         Territory means world-wide, except the prohibited countries identified
         by the United States government, with the following restrictions and
         exclusions:

               a) Distributor shall purchase UNIX-based firewall products for
                  sale in Japan from CyberGuard's regional Authorized
                  Distributor at the regional Authorized Distributor's terms and
                  conditions. The discount level is established in Exhibit C of
                  this Agreement.

D2       Agreements

         The business relationship between Information Resource Engineering,
         Inc. and CyberGuard Corporation is represented in this Distributor
         Agreement and a separate OEM Agreement, dated June 11, 1998. These
         agreements and their exhibits express the entire agreement and
         understanding of the parties and supersede all prior oral or written
         agreements, negotiations, commitments and understandings pertaining to
         the subject matter hereof. Any modifications of or changes to this
         Agreement shall be in writing and signed by both parties.


<PAGE>   28


June 11, 1998

Anthony A. Caputo
Information Resource Engineering, Inc.
8029 Corporate Drive
Baltimore, MD  21236

Dear Mr. Caputo:

CyberGuard Corporation ("CyberGuard") acknowledges that on August 6, 1996,
Information Resource Engineering, Inc. ("IRE") has paid to CyberGuard a prepaid
license fee in the amount of $1,000,000.00 (one million US dollars) ("Prepaid
License Fee").

The Prepaid License Fee, less amounts already credited, shall represent a
prepayment of the amounts that will become due under the June 11, 1998
Distribution Agreement and the June 11, 1998 OEM Agreement executed by IRE and
CyberGuard, including the $250,000 Right-to-Manufacture Fee, and shall be
credited to IRE's account on a dollar-for-dollar basis against any amounts that
otherwise will become due to CyberGuard under the two agreements referenced
above. CyberGuard agrees to repay to IRE the unused balance of the Prepaid
License Fee, if any, on or before December 31, 1998.

Please indicate by your signature below your acceptance of the above terms.

Sincerely,



Tommy D. Steele
President and Chief Operating Officer
CyberGuard Corporation


ACCEPTED AND AGREED TO:



/s/ Anthony Caputo, CEO