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                                                                   EXHIBIT 10.08


                        AMENDMENT TO STOCK INCENTIVE PLAN

TO:      All CyberGuard Corporation's Employees, Directors, Officers, and
         Consultants that have stock options under the CyberGuard Corporation's
         Stock Incentive Plan

The following Amendment to Stock Incentive Plan is effective as of March 20,
1998.

                        AMENDMENT TO STOCK INCENTIVE PLAN

     WHEREAS, the Board of Directors of CyberGuard Corporation (the "Company")
is responsible for administering, interpreting, and amending the Company's Stock
Incentive Plan (the "Plan");

     WHEREAS, in general, the period for exercisability of options under the
Plan is more favorable to retiring employees than those terminated for other
reasons;

     WHEREAS, the Board of Directors has determined that it would be in the best
interests of the Company to define the term "retirement" for the purposes of the
Plan;

     WHEREAS, the Board of Directors also believes that it would be in the best
interests of the Company to clarify certain issues under the Plan with respect
to the Company's Insider Trading Policy;

     NOW THEREFORE, pursuant to Section 11 of the Plan, the Board of Directors
of the Company has approved the following amendments (the "Amendments") to the
terms of the Plan, and such Amendments shall become effective March 20, 1998,
without the requirement that these Amendments also be approved by the
shareholders of the Company.

     1. The following definition of "Retirement" and "Termination upon
Retirement" is hereby added to Section 2 of the Plan:

     "RETIREMENT" and "TERMINATION UPON RETIREMENT" shall be deemed to have
occurred at anytime when each of the following three events (a, b, and c) has
occurred:

          (a) an employee: (i) is terminated without cause, or

                           (ii) resigns his or her position with the Company, or

                           (iii) resigns for reasons of disability;

                                       and

          (b) such termination occurs on or after his or her sixtieth (60th)
     birthday;

                                       and

          (c) either (i) employee has at least ten (10) years of service with
                     the Company, or

                     (ii) employee has been continuously in the employ of the
                     Company since July 1, 1996.

This provision shall apply only to employees, not consultants or others (that
is, consultants or others under no circumstances may be deemed to have "retired"
under the Plan).



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     2. New section 5.8, entitled "INSIDER TRADING POLICY", is hereby added to
the Plan as follows:

Employee shall not purchase or sell any of the Company's securities without
first completing the "Form for Securities Transactions by CyberGuard Corporation
Employees" and obtaining approval from the Company's Chief Financial Officer,
which requirements are more fully set forth in the Company's Insider Trading and
Confidentiality Policy ("Policy"). After termination of Employment, the Employee
shall continue to abide by the Policy's prohibition on sales of Company
securities without prior approval, until the sooner to occur of:

          (a) the passage of three (3) business days after the issuance of the
              first press release reporting earnings of the Company; or

          (b) ninety (90) days after termination of Employee's Employment.