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                                                                  EXHIBIT 10.07

                              Employment Agreement

         THIS EMPLOYMENT AGREEMENT (the "Agreement") is made and entered into
as of July 24, 1997 by and between CyberGuard Corporation, a Florida
corporation (the "Company"), and Thomas W. Patterson ("Employee").

         WHEREAS, the Company, through its Board of Directors, desires to
retain the services of Employee, and Employee desires to be retained by the
Company, on the terms and conditions set forth in this Agreement;

         NOW, THEREFORE, in consideration of the premises and the mutual
covenants and agreements contained herein, and for other good and valuable
consideration, the receipt and adequacy of which are hereby acknowledged, the
parties hereto, intending to be legally bound, hereby agree as follows:

         1. Employment. The Company hereby employs Employee, and Employee
hereby accepts employment, as Senior Vice President of TradeWave, and Corporate
Vice President for Business Development of the Company upon the terms of and
subject to this Agreement.

         2. Term. The term (the "Term") of this Agreement shall commence on
July 24, 1997, and shall continue for a period of one year in accordance with
the terms hereof.

         3. Duties. During his employment hereunder, Employee will serve in
such capacity and with such duties as shall be assigned from time to time by
the Chief Executive Officer of the Company. Employee shall diligently perform
such duties and shall devote his entire business skill, time and effort to his
employment and his duties hereunder and shall not during the Term, directly or
indirectly, alone or as a member of a partnership, or as an officer, director,
employee or agent of any other person, firm or business organization engage in
any other business activities or pursuits requiring his personal service that
materially conflict with his duties hereunder or the diligent performance of
such duties. It is understood and agreed to that the Employee does and will
continue to serve on Board of Directors on other companies which the Company
shall agree are non-competitive. It is additionally understood that the
Employee shall be able to author books, papers, articles and other publications
which do not detract from the performance of duties as described above.

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4.       Compensation.

a)       Salary. During his employment hereunder, Employee shall be paid a 
salary of $125,000 year, payable in equal installments not less than monthly
("Base Salary"). The Employee's Base Salary shall be reviewed at least annually
by the Board of Directors or any Committee of the Board delegated the authority
to review executive compensation.

b)        Option and Bonus. In addition to salary, the Employee shall be
entitled to participate in the Company's Stock Incentive Plan as adopted by the
Board of Directors of the Company on September 14, 1994, effective on October
8, 1994, and amended from time to time (the "Stock Incentive Plan" to be
provided under separate cover). An option to purchase 100,000 shares of
CyberGuard Common Stock at a date of grant price as of June 27, 1997. The
option will vest 33% of the shares on July 24, 1998; 66% on July 24, 1999 and
100% of the shares on July 24, 2000. In addition, Employee shall participate in
a Management Bonus Program anticipated to be established by the Company with an
initial annual targeted bonus equal to 40% of Employee's Base Salary (hereafter
the "Management Bonus Program"). Bonuses are payable on an annual basis and, at
the company's discretion, may be paid as stock grants or cash. The Employee
prorata share of the calendar 1997 portion of the Bonus program shall be
guaranteed.

c)       Special Incentive Awards.  In addition to eligibility for the
Companies Stock Incentive Plan, and the Management Bonus Program, the Employee
shall be eligible for four Special Incentive Awards during the Agreement
period. Each of the four incentives shall be based upon achievement of (an
expected present value) of $1.5M of TradeWave new business revenue in each of
the second through the fourth quarters. The first quarter achievement level
will be based upon current "new business work in process at TradeWave and the
achievement level would be $750,000. Each of the awards will be in the form of
stock grants equal in market value of $50,000. In lieu of anyone of these
awards and at the soul discretion of the Chief Executive Officer of the Company
may elect to offer one incentive award or any part thereof for contributions to
the Company. All special incentive awards are subject to the approval of the
Compensation Committee of the Board of Directors.

d)        One Time Grant. An initial grant of 2,000 shares of CyberGuard
restricted stock with a date of grant price equal to the close of market on
June 27, 1997 will be granted with a restriction that the shares cannot be sold
until January 1, 1998.

e)       Insurance.  During his employment hereunder, Employee shall be entitled
to participate in all such health, life, disability and other insurance
programs, if any, that the Company may offer to other key executive employees
of the Company from time to time.

f.       Other Benefits. During his employment hereunder, Employee shall be
entitled to all such other benefits, if any, that the


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Company may offer to other key executive employees of the Company from time to
time.

g.       Vacation. Employee shall be entitled to four weeks' vacation leave (in
addition to holidays) in each calendar year during the Term in accordance with
the Company's vacation policy for executives as it may be in effect from time
to time. Except with respect to vacation time unused as the result of a request
by the Company to postpone a vacation, any unused vacation from one calendar
year shall not carry-over to any subsequent calendar year.

h.       Expense Reimbursement. Employee shall, upon submission of appropriate
supporting documentation, be entitled to reimbursement of reasonable
out-of-pocket expenses incurred in the performance of his duties hereunder in
accordance with policies established by the Company. Such expenses shall
include, without limitation, reasonable entertainment expenses, gasoline and
toll expenses and cellular phone use charges, if such charges are directly
related to the business of the Company.

i.       Relocation Expense Reimbursement. Employee shall, upon submission of
appropriate supporting documentation, be entitled to reimbursement of
relocation expense consistent with the CyberGuard relocation policy (sent under
separate cover).

5.       Grounds for Termination. The Board of Directors of the Company may
terminate this Agreement for Cause. As used herein, "Cause" shall mean any of
the following: (i) an act of willful misconduct or gross negligence by Employee
in the performance of his material duties or obligations to the Company; if
such act is capable of cure, Employee shall be given written notice and such
act shall not be deemed a basis for Cause if cured within 60 days after written
notice is received by Employee specifying the alleged failure in reasonable
detail (and during such 60 day period, Employee shall continue to be employed
by the Company at full pay), or (ii) conviction of Employee of a felony
involving moral turpitude or (iii) a material act of dishonesty or breach of
trust on the part of Employee resulting or intended to result directly or
indirectly in personal gain or enrichment at the expense of the Company.

6.       Termination by Employee. Employee may terminate this Agreement with
Good Reason. In the event of termination by Employee for Good Reason, Employee
shall be entitled to the benefits of Paragraph 7b. of this Agreement. "Good
Reason" means:

                  a. A material breach of the provisions of this Agreement by
         the Company (except those set forth in Paragraph 4a.) and Employee
         provides at least 15 days' prior written notice to the Company of the
         existence of such breach and his intention to terminate this Agreement
         (no such termination shall be effective if such breach is cured during
         such period); or

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                  b. The failure of the Company to comply with the provisions
         of Paragraph 4a. or to pay any amounts due under the Management Bonus
         Program provisions of Paragraph 4b. for an uninterrupted 10 day
         period.

7.       Payment and Other Provisions Upon Termination.

                  a. In the event Employee's employment with the Company
         (including its subsidiaries) is terminated by the Company for Cause as
         provided in Paragraph 5 then, on or before Employee's last day of
         employment with the Company, the provisions of this Paragraph 7a.
         shall apply. These same provisions shall apply if Employee terminates
         his employment without Good Reason as described in Paragraph 6.

                  i. Salary, Performance Award, and Bonus Payments. The Company
            shall pay in a lump sum to Employee at the time of Employee's
            termination such amount of compensation due Employee for services
            rendered to the Company, as well as compensation for unused vacation
            time and earned bonus, as has accrued but remains unpaid. Any and
            all other rights granted to Employee under this Agreement shall
            terminate as of the date of termination.

                  ii. Non-competition/Non-solicitation Period. The provisions of
            Paragraphs 14 and 15 shall, at the option of the Company in its sole
            discretion, continue to apply with respect to Employee for a period
            of up to one year following the date of termination, so long as the
            Company: (x) provides a written notice to Employee within 5 business
            days after Employee's termination that the Company wishes to
            exercise its right to require that Employee not compete and not
            solicit in accordance with Paragraphs 14 and 15 hereof; and (y)
            Company thereafter pays to Employee in periodic installments,
            without interest, in accordance with the regular salary payment
            practices of the Company an amount equal to (.1) the amount of
            Employee's annual Base Salary as in effect immediately prior to
            Employee's date of termination, multiplied by (.2) the number of
            months that the Company is requiring the non-competition and
            non-solicitation covenants to remain in place, divided by 12. The
            first such installment of Base Salary and target bonus shall be paid
            on or before the delivery of the notice described in the prior
            sentence of this Paragraph 7a(ii). The non-competition and
            non-solicitation provisions of this Agreement shall no longer apply
            to Employee if the Company fails to pay the amounts required under
            this Section 7a(ii) for an uninterrupted 10-day period and such
            failure is not cured with 5 days after written notice of such
            failure is delivered to the Company.

                  b. In the event Employee's employment with the Company
         (including its subsidiaries) is terminated by the Company for any
         reason other than for Cause as provided in Paragraph 5 and other than
         as a consequence of Employee's death, disability, or normal retirement
         under the Company's retirement plans and

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      practices, then the following provisions apply. These same provisions
      shall apply if Employee terminates his employment with Good Reason as
      described in Paragraph 6. In addition to the amounts stated below,
      Employee shall be paid any other amounts by the Company to which he is
      entitled.

                  i. Salary, Performance Award, and Bonus Payments. On or
         before Employee's last day of employment with the Company, the Company
         shall pay the first of six equal monthly payments to Employee as
         compensation for services rendered to the Company an amount equal to
         one-half the amount of Employee's annual Base Salary and the greater
         of (x) one-half the target bonus under the Management Bonus Program as
         in effect immediately prior to his date of termination or (y) the
         amount of the bonus under the Management Bonus Program to which he is
         entitled but which remains unpaid. At the election of the Company, the
         cash amount referred to in this Paragraph 7b.i. will be paid to
         Employee in periodic installments, without interest, in accordance
         with the regular salary payment practices of the Company, with the
         first such installment to be paid on or before Employee's last day of
         employment with the Company, and no interest shall be paid with
         respect to any amount not paid on the Employee's date of termination.

                  ii. Vesting of Options and Rights. Notwithstanding the
         vesting period provided for in the Stock Incentive Plan and any
         related stock option agreements between the Company and Employee for
         stock options ("options") and stock appreciation rights ("rights")
         granted Employee by the Company, all options and stock appreciation
         rights that were exercisable at the date of termination or within 6
         months thereafter shall be immediately exercisable upon termination of
         employment. In addition, Employee will have the right to exercise all
         such options and rights for the shorter of (a) three months following
         his termination of employment or (b) with respect to each option, the
         remainder of the period of exercisability under the terms of the
         appropriate documents that grant such options.

                  iii. Benefit Plan Coverage. The Company shall maintain in
         full force and effect for Employee and his dependents for six months
         after the date of termination, all life, health, accident, and
         disability benefit plans and other similar employee benefit plans,
         programs and arrangements in which Employee or his dependents were
         entitled to participate immediately prior to the date of termination,
         in such amounts as were in effect immediately prior to the date of
         termination, provided that such continued participation is possible
         under the general terms and provisions of such benefit plans, programs
         and arrangements.

         In the event that participation in any benefit plan, program or
         arrangement described above is barred, or any such benefit plan,
         program or arrangement is discontinued or the benefits thereunder
         materially reduced, the Company shall arrange to

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         provide Employee and his dependents for three months after the date of
         termination with benefits substantially similar to those that they
         were entitled to receive under such benefit plans, programs and
         arrangements immediately prior to the date of termination.
         Notwithstanding any time period for continued benefits stated in this
         Paragraph 7b.iii., all benefits in this Paragraph 7b.iii. will
         terminate on the date that Employee becomes an employee of another
         employer and eligible to participate in the employee benefit plans of
         such other employer. To the extent that Employee was required to
         contribute amounts for the benefits described in this Paragraph
         7b.iii. prior to his termination, he shall continue to contribute such
         amounts for such time as these benefits continue in effect after
         termination.

                  iv. Other Compensation. Any awards previously made to
         Employee under any of the Company's compensation plans or programs and
         not previously paid shall immediately vest on the date of his
         termination and shall be paid on that date and included as
         compensation in the year paid.

                  v. Savings and Other Plans. Except as otherwise more
         specifically provided herein or under the terms of the respective
         plans relating to termination of employment, Employee's active
         participation in any applicable savings, retirement, profit sharing or
         supplemental employee retirement plans or any deferred compensation or
         similar plan of the Company or any of its subsidiaries shall continue
         only through the last day of his employment. All other provisions,
         including any distribution and/or vested rights under such plans,
         shall be governed by the terms of those respective plans.

                  vi. Non-competition/Non-solicitation Period. The provisions
         of Paragraphs 14 and 15 shall continue, beyond the time periods set
         forth in such paragraphs, to apply with respect to Employee for six
         (6) months following the date of termination, and at the end of such
         six (6) month period, the Company shall have the right to extend the
         time period of non-competition and non-solicitation for an additional
         six (6) months by giving written notice to Employee of such extension
         and paying to Employee an amount equal to one-half the amount of
         Employee's annual Base Salary and one-half the target bonus under the
         Management Bonus Program as in effect immediately prior to his date of
         termination. At the election of the Company, the cash amount referred
         to in the prior sentence of this Paragraph 7b.vi. may be paid to
         Employee in periodic installments in accordance with the regular
         salary payment practices of the Company, with the first such
         installment to be paid on or before the delivery of the notice
         described in the first sentence of this Paragraph 7b.vi., and no
         interest shall be paid with respect to any amount paid in
         installments. The non-competition and non-solicitation provisions of
         this Agreement shall no longer apply to Employee if the Company fails
         to pay the amounts required under the provisions of

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                  Paragraph 7b.i. or the first two sentences of this
                  Paragraph 7b.vi. for an uninterrupted 10-day period and such
                  failure is not cured within 5 days after written notice of
                  such failure is delivered to the Company.

                  c. The provisions of this Paragraph 7 shall apply if
         Employee's employment is terminated prior to or more than one year
         after the occurrence of a Change of Control (as defined in Paragraph
         8c.). From the occurrence of any Change of Control until the first
         anniversary of such Change of Control, the provisions of Paragraph 8
         shall apply in place of this Paragraph 7, except that in the event
         that Employee's employment is terminated by Employee after a Change of
         Control without Good Reason, then the provisions of Paragraph 8 shall
         not apply and the provisions of Paragraph 7a. shall apply. Termination
         upon death, disability and retirement are covered by Paragraphs 9, 10,
         and 11, respectively.

8.       Payment and Other Provisions after Change of Control.

                  a. Salary, Performance Award, and Bonus Payments. In the
         event Employee's employment with the Company is terminated within one
         year following the occurrence of a Change of Control (other than as a
         consequence of his death or disability, or of his normal retirement
         under the Company's retirement plans and practices) either (i) by the
         Company for any reason whatsoever or (ii) by Employee with Good Reason
         as provided in Paragraph 6, then Employee shall be entitled to receive
         from the Company, the following:

                           i. Base Salary. An amount equal to one-half the
                  Employee's annual Base Salary as in effect at the date of
                  termination shall be paid on the date of termination;

                           ii. Target Bonus. An amount equal to one-half the
                  Employee's target bonus under the Management Bonus Program
                  for the fiscal year in which the date of termination occurs
                  shall be paid on the date of termination; and

                           iii. Other Benefits. All benefits under Paragraphs
                  7b.i, 7.b.ii., 7b.iii. 7b.iv. and 7b.v. shall be extended to
                  Employee as described in such paragraphs.

                  b. Non-competition/Non-solicitation Period. In the event of a
         termination under the circumstances described in Paragraph 8a., the
         provisions of Paragraphs 14 and 15 shall be without force and effect
         and shall not apply to Employee.

                  c. For purposes of this Agreement, the term "Change of
         Control" shall mean:


                           i. The acquisition, other than from the Company, by
                  any individual, entity or group (within the meaning of ss.
                  13(d)(3) or ss. 14(d)(2) of the Securities Exchange Act of
                  1934, as amended (the "Exchange Act")) of beneficial ownership
                  (within

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         the meaning of Rule 13d-3 promulgated under the Exchange Act) (any of
         the foregoing described in this Paragraph hereafter a "Person") of 30%
         or more of either (a) the then outstanding shares of Capital Stock of
         the Company (the "Outstanding Capital Stock") or (b) the combined
         voting power of the then outstanding voting securities of the Company
         entitled to vote generally in the election of directors (the "Voting
         Securities"), provided, however, that any acquisition by (x) the
         Company or any of its subsidiaries, or any employee benefit plan (or
         related trust) sponsored or maintained by the Company or any of its
         subsidiaries or (y) any Person that is eligible, pursuant to Rule
         13d-1(b) under the Exchange Act, to file a statement on Schedule 13G
         with respect to its beneficial ownership of Voting Securities, whether
         or not such Person shall have filed a statement on Schedule 13G,
         unless such Person shall have filed a statement on Schedule 13D with
         respect to beneficial ownership of 30% or more of the Voting
         Securities or (z) any corporation with respect to which, following
         such acquisition, more than 60% of, respectively, the then outstanding
         shares of common stock of such corporation and the combined voting
         power of the then outstanding voting securities of such corporation
         entitled to vote generally in the election of directors is then
         beneficially owned, directly or indirectly, by all or substantially
         all of the individuals and entities who were the beneficial owners,
         respectively, of the Outstanding Capital Stock and Voting Securities
         immediately prior to such acquisition in substantially the same
         proportion as their ownership, immediately prior to such acquisition,
         of the Outstanding Capital Stock and Voting Securities, as the case
         may be, shall not constitute a Change of Control; or

                  ii. Individuals who, as of the date hereof, constitute the
         Board (the "Incumbent Board") cease for any reason to constitute at
         least a majority of the Board, provided that any individual becoming a
         director subsequent to the date hereof whose election or nomination
         for election by the Company's shareholders, was approved by a vote of
         at least a majority of the directors then comprising the Incumbent
         Board shall be considered as though such individual were a member of
         the Incumbent Board, but excluding, for this purpose, any such
         individual whose initial assumption of office is in connection with an
         actual or threatened election contest relating to the election of the
         Directors of the Company (as such terms are used in Rule 14a-11 of
         Regulation 14A, or any successor section, promulgated under the
         Exchange Act); or

                  iii. Approval by the shareholders of the Company of a
         reorganization, merger or consolidation (a "Business Combination"), in
         each case, with respect to which all or substantially all holders of
         the Outstanding Capital Stock and Voting Securities immediately prior
         to such Business Combination do not, following such Business
         Combination, beneficially own, directly or indirectly, more than 60%
         of, respectively, the then outstanding shares of common stock and

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         the combined voting power of the then outstanding voting securities
         entitled to vote generally in the election of directors, as the case
         may be, of the corporation resulting from Business Combination; or

                  iv. (a) a complete liquidation or dissolution of the Company
         or (b) a sale or other disposition of all or substantially all of the
         assets of the Company other than to a corporation with respect to
         which, following such sale or disposition, more than 60% of,
         respectively, the then outstanding shares of common stock and the
         combined voting power of the then outstanding voting securities
         entitled to vote generally in the election of directors is then owned
         beneficially, directly or indirectly, by all or substantially all of
         the individuals and entities who were the beneficial owners,
         respectively, of the Outstanding Capital Stock and Voting Securities
         immediately prior to such sale or disposition in substantially the
         same proportion as their ownership of the Outstanding Capital Stock
         and Voting Securities, as the case may be, immediately prior to such
         sale or disposition.

                  v. Notwithstanding the foregoing, if any event or series of
         events occur or commence within 180 days after the date of this
         Agreement that otherwise would be considered a Change in Control, then
         such event or series of events shall not be considered to constitute a
         Change in Control. Under the circumstances described in this Section
         8.c.v., the relative rights and duties of the Employee and the Company
         shall be governed by the provisions of this Agreement as though such
         Change in Control had not occurred.

9.       Termination by Reason of Death. If Employee shall die while employed
by the Company both prior to termination of employment and during the effective
term of this Agreement, all Employee's rights under this Agreement shall
terminate with the payment of such amounts of annual Base Salary as have
accrued but remain unpaid and a prorated amount of targeted bonus under the
Company's Management Bonus Program through the month in which his death occurs,
plus three additional months of the fixed salary and targeted bonus. All
benefits under 7b.ii., 7b.iv and 7b.v. shall be extended to Employee's estate
as described in such paragraphs. In addition, Employee's eligible dependents
shall receive continued benefit plan coverage under Paragraph 7b.iii. for three
months from the date of Employee's death.

10.      Termination by Disability. Employee's employment hereunder may be
terminated by the Company for disability. In such event, all Employee's rights
under this Agreement shall terminate with the payment of such amounts of annual
Base Salary as have accrued but remain unpaid as of thirtieth (30th) day after
such notice is given except that all benefits under Paragraphs 7b.ii, 7b.iii,
7b.iv. and 7b.v. shall be extended to Employee as described in such paragraphs.
In addition, the non-competition and non-solicitation provisions of Paragraphs
14 and 15 shall continue to

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apply to Employee for a period of one year from the date of termination.

For purposes of this Agreement, "disability" is defined to mean that, as a
result of Employee's incapacity due to physical or mental illness:

         a. Employee shall have been absent from his duties as an officer of the
   Company on a substantially full-time basis for six (6) consecutive months;
   and

         b. Within thirty (30) days after the Company notifies Employee in
   writing that it intends to replace him, Employee shall not have returned to
   the performance of his duties as an officer of the Company on a full-time
   basis.

11.      Retirement. Retirement by Employee, whether occurring as a result of a
voluntary termination by Employee or an involuntary termination as the result
of reaching the age retirement as set forth in the Company's retirement
policies, shall be treated as a voluntary termination without Good Reason and
the provisions of Paragraph 7a. shall apply. If during the Term or any
extension thereof, the Company adopts a retirement plan with respect to
executive officers of the Company, Employee shall have the right to participate
in such policy and the provisions of such policy shall supersede the provisions
of the preceding sentence.

12.      Indemnification. If litigation shall be brought, in the event of breach
or to enforce or interpret any provision contained herein, the non-prevailing
party shall indemnify the prevailing party for reasonable attorney's fees
(including those for negotiations, trial and appeals) and disbursements
incurred by the prevailing party in such litigation, and hereby agrees to pay
prejudgment interest on any money judgment obtained by the prevailing party
calculated at the generally prevailing NationsBank of Florida, N.A. base rate
of interest charged to its commercial customers in effect from time to time
from the date that payment(s) to him should have been made under this
Agreement.

13.      (Omitted Intentionally)

14.      Non-competition.

         a. At all times during Employee's employment hereunder, and for such
   additional periods as may otherwise be set forth in this Agreement in
   reference to this Paragraph 14, Employee shall not, directly or indirectly,
   engage in any business, enterprise or employment, whether as owner, operator,
   shareholder, director, partner, creditor, consultant, agent or any capacity
   whatsoever that manufactures products designed to compete directly with
   products of the Company or markets such products anywhere in the world where
   the Company (i) is engaged in business or (ii) has evidenced an intention of
   engaging in business. Employee acknowledges that he has read the foregoing
   and agrees that the nature of the geographical restrictions are

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   reasonable given the international nature of the Company's business.

   In the event that these geographical or temporal restrictions are judicially
   determined to be unreasonable, the parties agree that these restrictions
   shall be judicially reformed to the maximum restrictions which are
   reasonable.

         b. Notwithstanding the provisions of the preceding Paragraph 14a.,
   Employee may accept employment with a company that would be deemed to be a
   competitor of the Company as described in the previous sentence
   ("Competitor"), so long as (i) the Competitor has had annual revenues of at
   least $1 billion in each of the prior two fiscal years, (ii) the Competitor's
   revenues for products and maintenance in direct competition with the Company
   does not exceed 50% of its total revenues and (iii) Employee's
   responsibilities are solely for divisions or subsidiaries of the Competitor
   that do not compete with the Company.

15.      Non-solicitation of Employees and Customers. At all times during
Employee's employment hereunder, or for such additional periods as may
otherwise be set forth in this Agreement in reference to this Paragraph 15,
Employee shall not, directly or indirectly, for himself or for any other
person, firm, corporation, partnership, association or other entity (a) attempt
to employ, employ or enter into any contractual arrangement with any employee
or former employee of the Company, its affiliates, subsidiaries or predecessors
in interest, unless such employee or former employee has not been employed by
the Company, its affiliates, subsidiaries or predecessors in interest during
the twelve months prior to Employee's attempt to employ him, or (b) call on or
solicit any of the actual or targeted prospective customers of the Company or
its affiliates, subsidiaries or predecessors in interest with respect to any
matters related to or competitive with the business of the Company.


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16.      Confidentiality.

         a. Nondisclosure. Employee acknowledges and agrees that the
   Confidential Information (as defined below) is a valuable, special and unique
   asset of the Company's business. Accordingly, except in connection with the
   performance of his duties hereunder, Employee shall not at any time during or
   subsequent to the term of his employment hereunder disclose, directly or
   indirectly, to any person, firm, corporation, partnership, association or
   other entity any proprietary or confidential information relating to the
   Company or any information concerning the Company's financial condition or
   prospects, the Company's customers, the design, development, manufacture,
   marketing or sale of the Company's products or the Company's methods of
   operating its business (collectively "Confidential Information").
   Confidential Information shall not include information which, at the time of
   disclosure, is known or available to the general public by publication or
   otherwise through no act or failure to act on the part of Employee.

         b. Return of Confidential Information. Upon termination of Employee's
   employment, for whatever reason and whether voluntary or involuntary, or at
   any time at the request of the Company, Employee shall promptly return all
   Confidential Information in the possession or under the control of Employee
   to the Company and shall not retain any copies or other reproductions or
   extracts thereof. Employee shall at any time at the request of the Company
   destroy or have destroyed all memoranda, notes, reports, and documents,
   whether in "hard copy" form or as stored on magnetic or other media, and all
   copies and other reproductions and extracts thereof, prepared by Employee and
   shall provide the Company with a certificate that the foregoing materials
   have in fact been returned or destroyed.

         c. Books and Records. All books, records and accounts whether prepared
   by Employee or otherwise coming into Employee's possession, shall be the
   exclusive property of the Company and shall be returned immediately to the
   Company upon termination of Employee's employment hereunder or upon the
   Company's request at any time.

17.      Injunction/Specific Performance Setoff. Employee acknowledges that a
breach of any of the provisions of Paragraphs 14, 15 or 16 hereof would result
in immediate and irreparable injury to the Company which cannot be adequately
or reasonably compensated at law. Therefore, Employee agrees that the Company
shall be entitled, if any such breach shall occur or be threatened or
attempted, to a decree of specific performance and to a temporary and permanent
injunction, without the posting of a bond, enjoining and restraining such
breach by Employee or his agents, either directly or indirectly, and that such
right to injunction shall be cumulative to whatever other remedies for actual
damages to which the Company is entitled. Employee further agrees that the
Company may set off against or recoup from any amounts due under this Agreement
to the extent of any losses incurred by the Company


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as a result of any breach by Employee of the provisions of Paragraphs 14, 15 or
16 hereof.

18.      Severability. Any provision in this Agreement that is prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be
ineffective only to the extent of such prohibition or unenforceability without
invalidating or affecting the remaining provisions hereof, and any such
prohibition or unenforceability in any jurisdiction shall not invalidate or
render unenforceable such provision in any other jurisdiction. 

19.      Successors. This Agreement shall be binding upon Employee and inure to
his and his estate's benefit, and shall be binding upon and inure to the
benefit of the Company and any permitted successor of the Company. Neither this
Agreement nor any rights arising hereunder may be assigned or pledged by:
Employee or anyone claiming through Employee; or by the Company, except to any
corporation which is the successor in interest to the Company by reason of a
merger, consolidation or sale of substantially all of the assets of the
Company.

The foregoing sentence shall not be deemed to have any effect upon the rights
of Employee upon a Change of Control.

20.      Controlling Law. This Agreement shall in all respects be governed by,
and construed in accordance with, the laws of the State of Florida.

21.      Notices. Any notice required or permitted to be given hereunder shall
be written and sent by registered or certified mail, telecommunicated or hand
delivered at the address set forth herein or to any other address of which
notice is given: 

          To the Company:      CyberGuard Corporation
                               2101 West Cypress Creek Road
                               Fort Lauderdale, Florida 33309
                               Attention:  President

          To Employee:         Thomas W. Patterson
                               (Employee Address)____________________________

                                        _____________________
                                        _____________________
                                      
     2.      Entire Agreement. This Agreement constitutes the entire agreement
between the parties hereto on the subject matter hereof and may not be modified
without the written agreement of both parties hereto. 

23.      Waiver. A waiver by any party of any of the terms and conditions hereof
shall not be construed as a general waiver by such party. 

24.      Counterparts. This Agreement may be executed in counterparts, each of
which shall be deemed an original and both of which together shall constitute a
single agreement. 

                                      13
<PAGE>   14
 25.      Interpretation. In the event of a conflict between the provisions of
this Agreement and any other agreement or document defining rights and duties of
Employee or the Company upon Employee's termination, the rights and duties set
forth in this Agreement shall control. Not withstanding anything contained in
this Agreement, any Change In Control that occurs on or before 180 days from the
date of this Agreement shall not be considered a Change In Control for any
purpose under this Agreement.

26.      Certain Limitations on Remedies. Paragraph 7b. provides that certain
payments and other benefits shall be received by Employee upon the termination
of Employee by the Company other than for Cause and states that these same
provisions shall apply if Employee terminates his employment for Good Reason. It
is the intention of this Agreement that if the Company terminates Employee other
than for Cause (and other than as a consequence of Employee's death, disability
or normal retirement) or if Employee terminates his employment with Good Reason,
then the payments and other benefits set forth in Paragraph 7b. shall constitute
the sole and exclusive remedies of Employee.

27.      Survival. Notwithstanding the provisions of Paragraph 2, the provisions
of Paragraphs 14, 15, and 16 shall survive the expiration or early termination
of this Agreement.

                                      14
<PAGE>   15



         IN WITNESS WHEREOF, this Employment Agreement has been executed by the
parties as of the date first above written.

                                           COMPANY:

                                           CYBERGUARD CORPORATION

                                           -------------------------------------
                                           By:
                                           Its:


                                           EMPLOYEE:


                                           -------------------------------------
                                           Thomas W. Patterson



                                      15