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Manufacturer's Representative Agreement - Marketlink Technologies LLC and CyberGuard Corp.

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                     MANUFACTURER'S REPRESENTATIVE AGREEMENT

                                     BETWEEN

                          MARKETLINK TECHNOLOGIES, LLC

                                       AND

                             CYBERGUARD CORPORATION


         This AGREEMENT ("Agreement") is made by and between Marketlink
Technologies, LLC (hereinafter referred to as "Marketlink"), with its principal
office located at: 24404 Catherine Road, Suite 300, Novi, MI 48375, and
CyberGuard Corporation (hereinafter referred to as "Company" or "CyberGuard"),
with its principal office located at 2000 W. Commercial Blvd, Ste 200, Fort
Lauderdale, FL 33309.

         WHEREAS, Company desires to retain Marketlink, and Marketlink desires
to be retained as the sales representative firm for the Products in the
Territory identified below except for House Accounts, all on the terms and
conditions set forth in this Agreement,

         NOW THEREFORE, in consideration of the mutual covenants and agreements
contained herein, the parties hereto intending to be legally bound, agree as
follows:


1.       DEFINITIONS

     A.  "Products" shall mean the products manufactured and/or distributed by
         Company as indicated on Exhibit A of this Agreement.

     B.  "Territory" shall mean those geographical areas set forth in Exhibit B
         of this Agreement.

     C.  "Customer" shall mean any Reseller, VAR, System Integrator, Distributor
         or End User of Company's Products in the Territory, with the exception
         of "House Accounts" (defined below).

     D.  "House Accounts" shall mean those Company's customers and those
         customers' end users and Resellers in the Territory for which sales (i)
         are non-commissionable to Marketlink and (ii) do not qualify toward
         Marketlink's revenue commitments herein. Customers designated by
         Company as House Accounts are listed in Exhibit F of this Agreement and
         may be added to or modified from time to time in writing by Company at
         its sole discretion. In the event that a Customer of Company's Products
         is designated by the Company as a "House Account" after the effective
         date of this Agreement, commissions for Product sales, if any, to that
         Customer are payable to Marketlink for six (6) months following the
         "House Account" designation. In the event that the newly added customer
         to the House Account list is an affiliate of a previously herein
         identified customer of either party, both parties agree to work towards
         a resolution of the applicable commission payments, if any.

     E.  "Net Invoice Price" shall mean the total price at which an order is
         invoiced to the Customer by the Company prior to any discount offered
         by Company in compensation
<PAGE>   2

         for early payment. Excluded from the Net Invoice Price are shipping and
         mailing costs, duties, taxes, and insurance, and related adjustments
         granted to the Customer by Company as shown on the face of the
         Company's invoice.

     F.  "Reseller" means a reseller, VAR, system integrator, or distributor of
         the Company's Products in the Territory, with the exception "House
         Accounts".

2.       APPOINTMENT AND AUTHORITY OF MARKETLINK

     A.  Subject to the terms and conditions of this Agreement, Company appoints
         Marketlink as the exclusive sales representative firm for the Products
         in the Territory except for House Accounts, and Marketlink accepts the
         appointment and agrees to represent and promote the sale of the
         Products. Notwithstanding anything to the contrary in this Agreement,
         in no event shall this Agreement or any term herein be interpreted or
         construed that Marketlink is a reseller or a distributor of the
         Products. Products can be sold in connection with this Agreement only
         by the Resellers or directly by the Company. Except as expressly set
         forth herein, no other rights or licenses are granted to Marketlink
         hereunder.

     B.  Marketlink shall neither advertise the Products outside the Territory
         nor solicit orders from outside the Territory without the prior written
         consent of Company.

     C.  The relationship of Company and Marketlink established by this
         Agreement is that of independent contractors, and nothing contained in
         this Agreement shall be construed to (i) give either party the power to
         direct and control the day-to-day activities of the other, (ii)
         constitute the parties as partners, joint ventures, co-owners or
         otherwise as participant in a joint undertaking, or (iii) allow
         Marketlink to create or assume any obligation on behalf of Company for
         any purpose whatsoever. All financial and other obligations associated
         with Marketlink's business are the sole responsibility of Marketlink.

3.       COMPENSATION

     A.  Subject to the terms and conditions of this Agreement and as full
         payment for any and all services rendered by Marketlink and in
         consideration of the effort of Marketlink and all of the expenses
         incurred by Marketlink hereunder, Company agrees to pay to Marketlink,
         and Marketlink agrees to accept, commissions on sales of the Products
         to Customers in the Territory as set forth in Exhibit C and this
         Section 3.

     B.  The commission shall apply to all Product orders, with the exceptions
         as specified in Exhibit C, from all Customers in the Territory that
         have been accepted by Company and which shipments have occurred during
         the term of this Agreement, whether or not such orders were solicited
         by Marketlink.

     C.  In no case will any compensation paid to Company employees be deducted
         from commissions due Marketlink.

     D.  Commissions will be paid on or before the 30th day of the month
         following the month in which the Product was invoiced by the Company.
         Commissions not paid within the agreed payment terms will be subject to
         finance charges at Annual Interest Rate: 10% or 0.83% per month on
         balance due.

     E.  Company shall have the absolute, unconditional right to chargeback
         Marketlink for the commissions paid or credited to Marketlink on all
         shipments (a) not paid by a Customer over ninety (90) days past the
         invoice date, provided Company re-credits Marketlink for the
         appropriate commission applied to actual partial or full payments, less
         fees incurred in the process of collecting the payments, subsequently
         received by CyberGuard from the Customer, and/or (b) returned by
         Customer to Company for credit.

<PAGE>   3

     F.  PAYMENT: Payment of commissions shall be in United States dollars.
         Marketlink shall be responsible for paying all applicable taxes on such
         commissions.

     G.  MONTHLY STATEMENTS: Company shall submit to Marketlink monthly
         statements of the commissions due and payable to Marketlink under the
         terms of this Agreement, with reference to the specific Customers on
         which the commissions are being paid. Provided that it is at no cost to
         the Company, Company will submit or cause Company's authorized
         "two-tier distributors" (warehousing entity, such as Techdata Corp. or
         Ingram) to submit, at No Charge to Marketlink, an electronic report
         including all sales made in the previous month by named Customer bill
         to, including separate ship to locations and zip codes.

     H.  In the event that: (a) a dispute arises between Marketlink, on one
         hand, and the Reseller and/or end user, on the other hand, as
         determined by the Company in its sole reasonable discretion; then that
         Reseller's end users and/or that end user, as applicable, will become
         Company's House Accounts hereunder and, notwithstanding anything to the
         contrary herein, no commissions for sales to those end users will be
         payable to Marketlink effective from the date those end users become
         House Accounts.

4.       SALE OF THE PRODUCTS

     A.  All sales by the Resellers shall be on terms established by Company and
         the respective Reseller, and Company shall have the right to establish,
         change, alter, or amend terms and conditions of sale in its sole
         discretion and as otherwise set forth in the Reseller Agreement between
         the Company and the Reseller.

     B.  Marketlink shall not accept orders in Company's name, make price
         quotations or delivery promises without Company's prior written
         approval. All orders obtained by Marketlink directly shall be submitted
         to the Company and shall be subject to acceptance by Company at its
         principal office currently located at the address listed for Company at
         the beginning of this Agreement, and all quotations by Marketlink shall
         contain a statement to that effect. Marketlink shall have no authority
         to make any acceptance/delivery commitments to any Customers.

     C.  Company shall have the sole right of credit approval or credit refusal
         for Customers in all cases.

     D.  Company shall render all invoices directly to the Customers. Invoice
         payments shall be made directly to Company by Customers.

     E.  It is expressly understood by Marketlink that full responsibility for
         all collection rests with Company.

     F.  Whenever Marketlink, at Company's request, takes possession of
         Company's Products for the purpose of assisting the Company in
         delivering such Products to Customers, the risk of loss or damage to or
         destruction of such Products shall be borne by Company with the
         exception of events of Marketlink's damage, destruction or loss of the
         Products, in which case it shall be borne by Marketlink.

     G.  Notwithstanding anything to the contrary, any and all references in
         this Agreement to the "sale" of the Products shall have the meaning of
         a "sublicense" of the software portion of the Products and a sale of
         the hardware portion of the Products, as applicable. All "sales" are
         subject to the Company's standard terms and conditions.

5.       PRODUCT WARRANTY AND PRODUCT AVAILABILITY

     A.  Any warranty for the Products shall run directly from Company to the
         Customer, and pursuant to the warranty the Customer shall return any
         allegedly defective Products to


<PAGE>   4

         Company or designated depot. Marketlink shall have no authority or
         responsibility to accept any returned Products.

     B.  Except for the Limited Warranty set forth in the applicable Company
         License Agreements, Marketlink shall not provide nor imply any
         additional Product warranties without the express written consent of
         Company's corporate officer.

    C.   Except for the Limited Warranty set forth in the applicable Company
         License Agreements, Company makes no warranty or representation to
         Marketlink or the Customers in connection with the Products or any
         subject matter contained herein, and expressly disclaims any and all
         express and/or implied warranties and representations, including
         without limitation any express and/or implied warranties of
         merchantability or fitness for a particular use or purpose or
         non-infringement with respect to any and all Products.

6.       MARKETLINK'S RELATIONSHIP AND CONDUCT OF BUSINESS

     A.  Marketlink shall maintain sales offices in the Territory and shall
         represent and promote the sale of Company's Products within the
         Territory, except for House Accounts, in order to achieve the revenue
         commitment herein.

     B.  Marketlink will conduct all of its business in its own name. Marketlink
         will pay all expenses of its office and activities and be responsible
         for the acts and expenses of its employees, subcontractors and
         representatives.

     C.  Marketlink shall not, without Company's prior written approval, alter,
         enlarge, or limit orders, make representations, warranties or
         guarantees concerning Company's Products or accept the return of, or
         make any allowance for such Products.

     D.  Marketlink shall comply with all terms and conditions set forth in
         Exhibit D.

     E.  Company shall comply with all terms and conditions set forth in Exhibit
         E.

7.       USE OF TRADEMARKS AND TRADENAMES

Marketlink recognizes and concedes for all purposes that all trademarks, trade
names, logos or identifying slogans affixed to Company's Products or any
accompanying labels, containers, and cartons, whether or not registered
("Trademarks"), constitute the exclusive property of Company and cannot be used
by Marketlink except only in connection with promoting the sale of Company
Products hereunder and only with the Company's prior written approval. During
the term of this Agreement, Marketlink is authorized by Company to use Company's
Trademarks in connection with Marketlink's promotion of Company Products,
provided that Marketlink's use of such Trademarks shall be in accordance with
Company's policies from time to time communicated to Marketlink and with
Company's prior written approval. Marketlink shall have no interest in such
Trademarks by virtue of this Agreement except as herein expressly provided, and
Marketlink's use of such Trademarks shall cease immediately upon termination or
expiration of this Agreement. Company reserves the right to change Company
Trademarks without notice. Marketlink shall not change or remove any Company
Trademarks or third-party trademarks or other proprietary notices on or
contained within the Products.

8.       INDEMNIFICATIONS

     A.  Company shall be solely responsible for and agrees to defend or settle
         (at its option) and hold Marketlink harmless against and to pay all
         losses, costs, damages and expenses whatsoever, including reasonable
         attorney fees, which Marketlink may sustain or incur on account of a
         third-party's action instituted against Marketlink, based on (a)
         infringement or alleged infringement of U.S. patents, or the
         Trademarks, resulting from


<PAGE>   5

         Marketlink's distribution of the CyberGuard-developed products or use
         of the Trademarks as authorized hereunder, or (b) warranty claims or
         product liability claims arising out of the CyberGuard-developed
         products; provided that the above indemnity shall not apply if the
         infringement is caused by the combination, operation or use of the
         CyberGuard-developed products with any product not developed by
         CyberGuard if such claim would have been avoided but for such
         combination, operation or use, and provided further that Marketlink
         will promptly deliver to Company any notices or papers served upon it
         in any proceeding covered by this indemnity, and Company will defend
         same at its expense. Marketlink shall, however, have the right to
         participate in the defense at its own expense.


     B.  Marketlink shall be solely responsible for, and shall indemnify and
         hold Company free and harmless from, any and all claims, damages or
         lawsuits (including Company's attorney's fees) arising out of (a) the
         acts or omissions to act of Marketlink, its employees or its agents;
         (b) any misrepresentation, breach or non-fulfillment of any of the
         covenants or agreements of Marketlink in this Agreement; (c) any
         liability, obligation, or commitment relating to the operation of
         Marketlink's business arising out of transactions contemplated
         hereunder; (d) any violation of U.S. law including but not limited to
         laws and regulations referred to in Section 12 and violation of Section
         15; or (e) any claim of patent, copyright or trademark infringement
         arising from or relating to the combination of the Products with any
         other product or service provided by Marketlink to the Customers.
         Company will promptly deliver to Marketlink any papers served upon it
         in any proceeding covered by this indemnity, and Marketlink will defend
         same at its expense. Company shall, however, have the right to
         participate in the defense at its own expense.

9.       TERM OF AGREEMENT AND TERMINATION

     A.  This Agreement shall be effective on the day of July 1st, 2001, and
         shall continue until June 30th, 2004. This Agreement shall
         automatically be renewed from year to year thereafter unless terminated
         by either party upon ninety (90) days written notice of its intent not
         to renew to the other by registered or certified mail prior to the end
         of the initial term of this Agreement, or any renewal term.

     B.  Termination for Cause or Convenience: This Agreement may not be
         terminated for convenience in the first six months by either party.
         After the initial six months, this Agreement may be terminated by
         either party for any reason at any time by giving the other party
         written notice ninety (90) days in advance. Either party may
         immediately terminate this Agreement for cause by providing written
         notice to the other party if the other party (a) has breached any of
         the material covenants and agreements contained herein, including
         without limitation, Marketlink's failure to achieve Marketlink's
         minimum revenue commitment on quarterly basis or violation of the terms
         and conditions of Sections 12 or 15, or Exhibit D (except that
         violation of sections 1,2,7, or 8 of Exhibit D shall not constitute a
         material breach hereunder), or the Company's violation of the terms and
         conditions of Section 12 or 15 or Exhibit E (except that violation of
         sections 3 or 5 of Exhibit E shall not constitute a material breach
         hereunder) and (b) has not cured that breach (if the breach is curable)
         within 5 days after the written notice to the defaulting party.

     C.  Termination for Insolvency: This Agreement shall terminate, without
         notice, (a) upon the institution by or against either party for
         insolvency, receivership or bankruptcy proceedings, (b) upon Marketlink
         making an assignment for the benefit of creditors, or (c) upon
         Marketlink dissolution.

<PAGE>   6

10.      RIGHTS UPON TERMINATION

     Upon termination of this Agreement for any reason:

     A.  CyberGuard shall pay to Marketlink commissions on all Product orders
         (other than House Accounts) shipped or to be shipped into Marketlink's
         Territory, which orders are accepted by the Company prior to the
         effective date of termination of this Agreement, all in accordance with
         the terms and conditions of this Agreement.

     B.  No additional compensation of any kind shall be paid to Marketlink as
         of the effective date of termination of this Agreement, except that:

                  (1)      in the event this Agreement is terminated within the
                           first 6 months from the effective date hereof, then
                           CyberGuard will pay Marketlink the pro-rated amount
                           of the Base Compensation that was due and earned
                           through the date of termination but remained unpaid
                           as of the termination date, and

                  (2)      in the event CyberGuard terminates this Agreement for
                           cause due to Marketlink's failure to achieve the
                           minimum revenue commitments for the first quarter or
                           for the second quarter of this Agreement as set forth
                           in section 14 of Exhibit D hereof, then the "Special
                           Option" as described in section 4 of Exhibit C hereof
                           shall fully vest upon CyberGuard's receiving
                           Marketlink's complete Reseller database for
                           CyberGuard's use at CyberGuard's sole discretion.

     C.  Marketlink shall immediately cease all promotion of the Products and
         representing itself as the sales representative firm for the Company's
         Products.

     D.  Each party shall immediately destroy or return to the other party any
         and all of the other party's Confidential Information and marketing
         material in its possession or control. Upon either party's request, a
         duly authorized corporate officer of the other party shall certify in
         writing that such return or destruction has occurred.

     E.  Except for damages for a material breach of this Agreement, neither
         party shall be liable to the other for damages of any kind, including
         without limitation any consequential or incidental damages, on account
         of the termination or expiration of this Agreement, and each party
         waives any right it may have to receive any compensation or reparations
         on termination or expiration of this Agreement other than as expressly
         provided herein.

11.      INTELLECTUAL PROPERTY RIGHTS

     A.  Company retains sole and exclusive ownership of all worldwide
         copyrights, patents, trade secrets, know-how and other proprietary and
         intellectual property rights in and to the Products, including the
         Software, upgrades, Trademarks and documentation, and all designs,
         engineering details, schematics, drawings, and other similar data
         pertaining to them, as they exist now or in the future.

     B.  The third parties providing and/or licensing to the Company the
         non-proprietary to Company portion of the Products retain sole and
         exclusive ownership of all worldwide copyrights, patents, trade
         secrets, know-how and other intellectual property rights in and to
         their respective products as they exist now or in the future.

12.      COMPLIANCE WITH LAWS

     A.  Each party will comply with all applicable laws and regulations and
         ordinances in their performance under this Agreement.

     B.  Marketlink agrees to comply with all export laws and regulations,
         including, but not limited to, the regulations of the U.S. government
         relating to the export of commodities



<PAGE>   7

         and technical data insofar as they relate to the activities under this
         Agreement. Each party hereby gives its written assurance that neither
         the 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 or
         proscribed end users or for proscribed uses as defined in the U.S.
         Export Administration Regulations.

13.      PUBLICITY

     A.  Both parties hereto will jointly issue a press release on or about the
         effective date of this Agreement.

     B.  Marketlink shall submit to Company for approval any and all public
         announcements, advertising and sales literature of Marketlink which
         refers to the Company and/or includes any Company trademarks.

14.      LIMITATION OF LIABILITY

     A.  NOTWITHSTANDING ANYTHING TO THE CONTRARY, IN NO EVENT SHALL COMPANY OR
         ANY PERSON OR ENTITY THAT HAS BEEN INVOLVED IN THE CREATION OR
         PRODUCTION OF THE PRODUCTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL,
         SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION LOSS OF
         PROFITS, LOSS OF DATA OR LOSS OF GOODWILL, REGARDLESS OF THE FORM OF
         ACTION, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, THE
         FURNISHING OF, PERFORMANCE OR USE OF ANY PRODUCTS, OR ANY PORTION OF
         THE PRODUCTS, AND ANY OTHER MATERIAL AND/OR SERVICES PROVIDED FOR, OR
         PERFORMED IN CONNECTION WITH, THIS AGREEMENT OR MARKETLINK'S FAILURE TO
         PERFORM ITS OBLIGATIONS TO THIRD PARTIES, EVEN IF SUCH PARTY HAS BEEN
         ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

     B.  Company's entire liability for any action, claim or cause of action
         whatsoever, including without limitation, breach of contract, tort,
         negligence or any other legal theory, shall not exceed the amount
         actually received by the Company for the specific Product giving rise
         to such action, claim or cause of action. The limitations of liability
         set herein shall not apply to any damages for personal injury or damage
         to real or tangible personal property.

15.      CONFIDENTIALITY

     A.  Confidential Information of the other party may only be used if
         necessary in the fulfillment of obligations of the parties hereunder.
         Confidential Information of a party hereto shall not be used in any way
         which is directly or indirectly detrimental to the other party or its
         business.

     B.  The Confidential Information shall be kept confidential by each party
         except that each party may disclose the Confidential Information or
         portions thereof to those of its directors, officers, employees,
         contractors, agents and representatives (collectively,
         "Representatives") who (i) absolutely need to know such Confidential
         Information and (ii) have previously agreed in writing to be bound by
         the terms and conditions as protective of the Confidential Information
         as those in this Agreement. Each party hereto agrees to be responsible
         for any breach of this Agreement by its Representatives. Each party
         shall also use the same degree of care to avoid disclosure of such
         Confidential Information as such party employs with respect to its own
         Confidential Information of like importance, but in no event less than
         reasonable care. Each party shall hold in confidence, and shall take
         all reasonable measures


<PAGE>   8


         to prevent disclosure of the Confidential Information by its
         Representatives, and not disclose, to any third party for any reason or
         purpose whatsoever any materials which contain Confidential Information
         (regardless of who prepared such materials), and whether oral or in
         writing or other medium, or copies thereof, and whether acquired from
         the other party or acquired through inspection of the other party's
         property.

     C.  Marketlink agrees not to trade in the securities on the basis of the
         Confidential Information which it receives from CyberGuard under this
         Agreement. Marketlink acknowledges that a violation of this Section 15
         may constitute a violation of the securities laws and regulations by
         Marketlink.

     D.  Each of the parties hereto acknowledges that irreparable harm, for
         which there would be no adequate remedy at law, would arise from a
         violation of this Agreement, which 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.

     E.  With respect to the Confidential Information, neither party shall (nor
         shall any Representative of a party) create, produce or develop in any
         manner, nor shall a party copy, photograph or reproduce in any manner,
         in whole or in part, the Confidential Information of such other party,
         without the prior written consent of the other party.

     F.  "Confidential Information" includes, but shall not be limited to, the
         Products, trade secrets, policies, procedures, techniques, designs,
         drawings, know-how, technical information, specifications, computer
         software, intellectual property, information and data relating to the
         development, research, testing, manufacturing, costs, marketing and
         uses of the products and services developed, manufactured or sold by a
         party hereto, each party's budgets and strategic plans, and the
         identity and special needs of customers for the products and services
         relating to each party's databases, data, all technology relating to
         each party's business, systems, methods of operation, customer lists,
         customer information, business and financial information, solicitation
         leads, marketing and advertising materials, methods and manuals and
         forms, all of which pertain to the activities or operations of each
         party.

     G.  Notwithstanding the foregoing, information shall not be deemed
         Confidential Information and the receiving party shall have no
         obligation with respect to any such information which: (a) is already
         known to the receiving party, and such prior knowledge can be
         demonstrated through physical evidence that pre-dates the date of
         disclosure and such prior knowledge was not gained through a
         confidential disclosure; (b) is or becomes publicly known through
         publication or otherwise and through no wrongful act of receiving
         party; (c) is received from a third party without similar restriction
         and without a breach of this Agreement; (d) is furnished to a third
         party by the disclosing party without a similar restriction on the
         third party's rights; (e) is approved for release by written
         authorization of the disclosing party (so long as such release complies
         with any requirements of the authorization); or (f) is disclosed
         pursuant to the lawfully imposed requirement of a governmental agency
         or disclosure is required by operation of law.

     H.  In the event that either party or any of its Representatives become
         legally compelled to disclose any of the Confidential Information of
         the other party, it shall provide the other party with prompt prior
         written notice so that the other party may seek a protective order or
         other appropriate remedy and/or waive compliance with the terms of this
         Agreement. In the event that such protective order or other remedy is
         not obtained, or that the other party waives compliance with the
         provisions hereof, the receiving party agrees to furnish only that
         portion of the Confidential Information which, as advised by written
         opinion of counsel, is legally required and to exercise its best
         efforts to obtain assurance that confidential treatment will be
         accorded such Confidential Information including filing any requests
         for confidential treatment as may be afforded under any law, rule or
         regulation. In any event, neither party nor any of their
         Representatives will oppose action by the other party to obtain an

<PAGE>   9

         appropriate protective order or other reliable assurance that
         confidential treatment be accorded the Confidential Information.

     I.  Each party understands and acknowledges that the other party is not
         making any representation or warranty, express or implied, as to the
         accuracy or completeness of the Confidential Information, and the other
         party will not have any liability to such party or any other person
         resulting from the use by such party of the Confidential Information.

16.      NONSOLICITATION

     A.  During the term of this Agreement and for one (1) year thereafter, each
         party, directly or indirectly, will not solicit, hire or contact any
         employee of the other party for the purpose of hiring them or causing
         them to terminate their employment relationship with the other party.

     B.  Unless otherwise agreed to in writing by the parties hereto, in the
         event that a party hires an employee of the other party, the hiring
         party will pay a fee to the other party equal to thirty (30%) of the
         new hire's first year base salary, commission and bonus, payable
         monthly, beginning with the second month of the new hire's hire date
         with the hiring party. No other compensation or costs shall be paid by
         the hiring party to the other party.

17.      GENERAL

     A.  This Agreement, together with the attached exhibits, constitutes the
         entire agreement of the parties and shall supersede any other prior
         oral or written agreements or understandings with respect to the
         subject matter hereof; and shall be binding upon and inure to the
         benefit of the parties' successors and assigns. Except for Exhibit A
         and Exhibit F, this Agreement may not be modified in any way without
         the written consent of both parties.

     B.  Marketlink shall not have the right to assign this Agreement in whole
         or in part without Company's written consent. The Company may assign
         this Agreement or any right, obligation or interest herein to any
         assignee, transferee, "spin off" or successor in interest of
         substantially all of the assets of Company.

     C.  This Agreement shall be interpreted according to the laws of the State
         of Delaware, without regard to the choice of law considerations.

     D.  In the event that a dispute arises between the parties pertaining to
         any matters related to this Agreement, the following procedure shall
         apply and the parties shall make all best efforts to resolve the
         dispute in good faith as quickly as possible: (i) In the event of any
         such dispute, the matter shall be immediately referred to the
         respective Chief Financial Officer of each party; (ii) In the event
         that those Chief Financial Officers cannot resolve such dispute within
         30 days, the matter shall be submitted to the respective Chief
         Executive Officer of each party; (iii) In the event that the respective
         Chief Executive Officers cannot resolve such dispute within 10 days,
         then either party may pursue any other remedy available under law or in
         equity.

     E.  If any portion of this Agreement shall be finally determined by a court
         of competent jurisdiction to be invalid or unenforceable, such portion
         shall be enforced to the maximum extent permitted by law and the
         remainder of this Agreement shall continue in full force and effect.

     F.  All notices hereunder shall be in writing, and shall be sufficiently
         given if delivered to the addressees in person, by overnight courier or
         similar receipted delivery, by facsimile delivery or, if mailed,
         postage prepaid, by certified mail, return receipt requested, to the
         address as set forth on the first page of this Agreement, or to such
         other address as designated from time to time.

<PAGE>   10

     G.  Section headings herein have been inserted for reference only and shall
         not be deemed to limit or otherwise affect, in any matter, or be deemed
         to interpret in whole or in part any of the terms or provisions of this
         Agreement.

     H.  Company shall be excused from any delay in performance or for
         non-performance of any of its obligations hereunder caused by any
         circumstances beyond its control, including without limitation, any Act
         of God, fire, flood, government laws regulations (including inability
         to export Product due to U.S. government's denial or withdrawal of
         approval to export), orders or similar requests, accident, labor
         dispute, unavoidable breakdown, the failure of any applicable
         telecommunications network, war, civil unrest or disruption to the
         extent that any such circumstances affect Company's ability to perform
         its obligations under this Agreement.

     I.  Any waiver by any party hereto of any condition, or breach of any
         provision, term, covenant, representation or warranty contained in this
         Agreement shall not be deemed or construed as a waiver of any condition
         or of the breach of any other provision, term, covenant, representation
         of this Agreement.

     CyberGuard Corporation                 Marketlink Technologies, LLC

     By                                     By
       ----------------------------           -----------------------------

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

     Date                                   Date
          -------------------------             ---------------------------

<PAGE>   11


                                    EXHIBIT A

     PRODUCTS

     The term "Products" as used in this Agreement shall mean the following:

     All products and services available for sale in the Territory (but
     specifically excluding Product maintenance renewals and Product support
     renewals) as listed in the Company's Price List attached hereto. The Price
     List may be updated by the Company at any time.


<PAGE>   12



                                    EXHIBIT B

     TERRITORY

     The United States



<PAGE>   13


                                    EXHIBIT C

                                  COMPENSATION

         1.       Commissions: Marketlink shall receive a commission of 5% of
         the Net Invoice Price of all Product sales (excluding Product
         maintenance renewals and Product support renewals) shipped during the
         term of the Agreement in the Territory except for any and all sales to
         House Accounts. Notwithstanding the foregoing, Marketlink shall receive
         a commission of 2% of the Net Invoice Price of all sales of the
         Company's FS Lite product (excluding FS Lite maintenance renewals and
         FS Lite support renewals) shipped during the term of the Agreement in
         the Territory except for any and all sales to House Accounts.

         2.       Base Compensation: For months 1 through 6 from the effective
         date of the Agreement (provided this Agreement is not terminated
         earlier), Company agrees to pay to Marketlink $75,000 per month base
         compensation for Marketlink's management of the field and telesales
         effort, 40 field sales, 10 telesales personnel calling on potential
         Customers for CyberGuard in the Territory, to be paid monthly,
         beginning on the 15th day from the effective date hereof.

         3.       Draw: For months 7 through 12 from the effective date of the
         Agreement (provided this Agreement is not terminated earlier), Base
         Compensation will convert to a draw (recoverable by CyberGuard) against
         same quarters commissions earned by Marketlink hereunder.

         4.       Stock Options: Subject to CyberGuard's Board of Directors'
         approval and CyberGuard's stock option plan and CyberGuard stock option
         agreement terms and conditions, CyberGuard will issue to Marketlink
         options to purchase CyberGuard Common Stock as follows:

                  (a)      Option to purchase, in the aggregate, 33,000 shares
                  of CyberGuard Common Stock at the price per share equal to the
                  closing price of the CyberGuard Common Stock on the effective
                  date of this Agreement; with vesting only after the first 50
                  Resellers identified by Marketlink: (i) sign CyberGuard's
                  Reseller Agreement, (ii) purchase demo equipment, and (iii)
                  complete initial training.

                  (b)      Option to purchase, in the aggregate, 300,000 shares
                  of CyberGuard Common Stock; with vesting in 20,000 shares
                  increments upon Marketlink's achieving each $5 million in
                  revenue to CyberGuard, with the below 3-year revenue
                  commitments, at the prices per share equal to the closing
                  price of the CyberGuard Common Stock on the effective date of
                  this Agreement:



                         Year  Revenue

                           
                          1.    $11M
                          2.    $20.5M
                          3.    $42M


                  (c)      Option to purchase, in the aggregate, 17,000 shares
                  of CyberGuard Common Stock at the price per share equal to the
                  closing price of the CyberGuard Common Stock on the effective
                  date of this Agreement, with vesting only upon Marketlink
                  achieving the first year revenue commitment of $11 million
                  within the first year from the effective date of the
                  Agreement.

<PAGE>   14

                  (d)      Option to purchase, in the aggregate, 150,000 shares
                  of CyberGuard Common Stock at the price per share equal to the
                  closing price of the CyberGuard Common Stock on the effective
                  date of this Agreement, with vesting as follows:

                           (1)      During the first year of this Agreement, a
                                    maximum of 72,666 shares can vest, in the
                                    following increments:

                                    a.       1,000 shares shall vest each time
                                             an individual sales employee of
                                             Marketlink achieves $50,000 in
                                             revenue to CyberGuard hereunder
                                             during the first quarter of this
                                             Agreement;

                                    b.       1,000 shares shall vest each time
                                             an individual sales employee of
                                             Marketlink achieves $75,000 in
                                             revenue to CyberGuard hereunder
                                             during the second quarter of this
                                             Agreement;

                                    c.       1,000 shares shall vest each time
                                             an individual sales employee of
                                             Marketlink achieves $150,000 in
                                             revenue to CyberGuard hereunder
                                             during the third quarter of this
                                             Agreement;

                                    d.       1,000 shares shall vest each time
                                             an individual sales employee of
                                             Marketlink achieves $250,000 in
                                             revenue to CyberGuard hereunder
                                             during the fourth quarter of this
                                             Agreement.

                           (2)      During the second year of this Agreement, a
                                    maximum of 40,000 shares can vest, in
                                    increments as follows: 500 shares shall vest
                                    each time an individual sales employee of
                                    Marketlink achieves $250,000 in revenue to
                                    CyberGuard hereunder during the second year
                                    of this Agreement.

                           (3)      During the third year of this Agreement, a
                                    maximum of 20,000 shares can vest, with the
                                    vesting schedule to be determined by
                                    CyberGuard and Marketlink at the appropriate
                                    time.

                           (4)      The remaining 17,334 shares of this option
                                    will be reserved for vesting upon special
                                    promotions, with mutual agreement of both
                                    parties hereto, which promotions will
                                    specifically include the vesting of 2,000
                                    shares for the top performer for each
                                    quarter of the first year of this Agreement.

                                    Marketlink hereby represents and agrees to
                           exercise and promptly distribute the proceeds of the
                           respective vested options directly to the respective
                           individual sales employee of Marketlink that earned
                           the vested shares.

                                    Marketlink further agrees (i) to identify by
                           name the individual sales employees and their
                           respective revenue amounts in order to allow
                           CyberGuard to review and determine whether any shares
                           should become vested under this option, and (ii) to
                           notify CyberGuard in the event, in accordance with
                           Marketlink's records, any of the individuals achieves
                           the revenue amounts within the specified time-frame,
                           which would trigger vesting as described above.
                           CyberGuard reserves the right to audit Marketlink's
                           books and records in connection with the option
                           grants.

                  (e)      "Special Option". On the effective date of this
                  Agreement, CyberGuard agrees to issue to Marketlink an option
                  to purchase, in the aggregate, 100,000 shares of CyberGuard
                  Common Stock at the price per share equal to the closing price
                  of CyberGuard Common Stock as of the effective date of this
                  Agreement, which option shall vest only if: (1) CyberGuard
                  terminates this Agreement for cause due to Marketlink's
                  failure to achieve the minimum revenue commitments for the
                  first quarter or for the second quarter of this Agreement as
                  set forth in section 14 of Exhibit D of this Agreement, and
                  (2) CyberGuard receives Marketlink's complete Reseller
                  database for CyberGuard's use at CyberGuard's sole discretion.

<PAGE>   15

                  (f)      The above-listed options will expire in 5-years from
                  the date of their respective issuance unless otherwise
                  terminated earlier.

                  (g)      Effective on the date of termination of this
                  Agreement, the above-listed options shall terminate, but
                  Marketlink's right to exercise the vested shares under each
                  above-listed option shall survive for ninety (90) days from
                  the termination date of this Agreement.

                  (h)      Company and Marketlink agree to work together to
                  prepare and enter into stock option agreements for the
                  above-described options within a reasonable time after the
                  effective date of this Agreement.

<PAGE>   16



                                    EXHIBIT D
   Requirements Of Marketlink

During the term of this Agreement, Marketlink will:

         1.       Provide 40 trained outside sales personnel to call on
                  Resellers for CyberGuard Corporation.

         2.       Provide 10 inside sales personnel supporting leads/inbound
                  calls for CyberGuard Corporation.

         3.       Provide Marketlink VAR database of customers for pursuit and
                  introduction of the Products.

         4.       Provide Personnel and equipment for any Marketlink-proposed
                  regional tradeshow that CyberGuard Corporation participates.

         5.       Provide Reseller trainings - after initial trainings,
                  Marketlink will sales train all Resellers within its channel.

         6.       Provide Regional offices to be used as training facilities by
                  CyberGuard Corporation for Marketlink Reseller trainings.

         7.       Identify Resellers and cause the signing of CyberGuard's
                  Reseller Agreement between CyberGuard and each of the new
                  Resellers approved by CyberGuard in the appropriate amount to
                  drive the agreed upon sales commitments. Any termination of
                  this Agreement will not affect the Reseller Agreements between
                  CyberGuard and respective Resellers. Resellers will be signed
                  with the intent of developing a non-overlapping,
                  geographically diverse reseller base.

         8.       Appropriately divide the Resellers within the Territory to
                  incentivize the Resellers and avoid commoditizing of the
                  Products.

         9.       Provide pipeline and unit forecast data to CyberGuard twice
                  per month.

         10.      Attend CyberGuard weekly sales management call for first 6
                  months of the Agreement and reconsider frequency at that
                  point.

         11.      Commit to investigate the establishment of "Marketlink"
                  security services product using CyberGuard professional
                  services team, and make a go/no go decision in 45 days from
                  the effective date of the Agreement.

         12.      Not market, promote for sale, represent in sale in any way,
                  sell, or distribute products competitive to the Products
                  (including without limitation, Firewall Software, Firewall
                  Appliance, VPN); provided that, specifically, the OpenReach
                  VPN product marketed by Marketlink shall not be considered
                  competitive to the Products for the purposes of this
                  Agreement.

         13.      Marketlink agrees to allow CyberGuard to train all
                  Marketlink's sales personnel in a customized 1 1/2 day
                  training course at Marketlink's 8 office locations in a
                  maximum of 30 days from the effective date of this Agreement.
                  Marketlink also agrees and commits to have at least 30
                  Marketlink's sales personnel pass the Company's CSS training
                  program testing criteria in that time.

<PAGE>   17

14.      Achieve quarterly revenue commitment in the first year as follows:


                                                        
         a.  July 1st - Sept. 30th, 2001                    $   300,000
         b.  Oct. 1st - Dec. 31st, 2001                     $ 1,500,000
         c.  Jan. 1st - Mar. 31st, 2002                     $ 3,700,000
         d.  Apr. 1st - June 30th, 2002                     $ 5,500,000
                                                            -----------

                       Total Year One Goal                  $11,000,000
                                                            -----------


         Marketlink and CyberGuard further agree that in the event Marketlink
         exceeds the revenue commitment for a prior quarter of this Agreement
         but fails to meet the revenue commitment for the following quarter
         during the first year of this Agreement, then the revenue amount
         achieved by Marketlink above the prior quarter's commitment ("Excess
         Revenue") shall be applied towards the commitment for the following
         quarter. (By way of example, if Marketlink achieves revenue of $400,000
         during the first quarter of this Agreement and $1,400,000 during the
         second quarter of this Agreement, then the $100,000 Excess Revenue
         achieved in the first quarter will be applied towards the second
         quarter commitment, thus Marketlink would then meet its $1,500,000
         revenue commitment.)

15.      Manage CyberGuard Resellers existing as of the effective date of this
         Agreement.

<PAGE>   18


                                    EXHIBIT E

   Requirements Of CyberGuard Corporation

During the term of this Agreement, CyberGuard will:

         1.       Pay compensation to Marketlink in accordance with the terms
                  and conditions set forth in this Agreement, including Exhibit
                  C above.

         2.       CyberGuard will budget $100,000 to be devoted to: (a) the
                  Marketlink National Sales Training event held in Las Vegas the
                  second week of November; and (b) Participation in
                  approximately 75 regional tradeshows that Marketlink is an
                  exhibitor. Marketlink and CyberGuard will mutually determine
                  the best shows to participate in on a case-by-case basis.

         3.       Provide a reasonable amount of print literature and other
                  marketing materials estimated at approximately 10,000 pieces
                  of each document per year.

         4.       Provide seventeen (17) demonstration equipment/sales samples
                  for seventeen Marketlink offices, tradeshow usage and rotating
                  field units, subject to the terms and conditions of the
                  Company's License Agreement. These 17 units must be returned
                  to CyberGuard at the expiration or termination of this
                  Agreement. All risk of loss, damage or destruction in
                  connection with these 17 units rests with Marketlink and
                  Marketlink will fully indemnify CyberGuard for all liabilities
                  resulting from any such loss, damage or destruction.

         5.       Preparation and supply of specific electronic marketing
                  materials for e-mail blasts as requested by Marketlink and
                  finally approved by CyberGuard.

         6.       Provide demonstration hardware and software available for all
                  Resellers, as outlined in the CyberGuard Reseller Agreement.

         7.       CyberGuard will sustain a marketing campaign to create Product
                  awareness at the end user level at least on the level of the
                  marketing campaign as of the effective date of the Agreement.

         8.       CyberGuard will provide to Marketlink all leads in the
                  Territory generated for distribution to the Marketlink
                  reseller channel.

         9.       CyberGuard Regional Managers will work in conjunction with
                  Marketlink field sales personnel to build channel for
                  CyberGuard.

         10.      CyberGuard Systems Engineers will work in conjunction with
                  Marketlink personnel on an "as needed" basis.

         11.      Provide Resellers with technical training seminars; technical
                  written support materials; and a telephone or web-based
                  technical support for Company products and information about
                  competitive products, in accordance with CyberGuard Reseller
                  Agreement.

<PAGE>   19

         12.      Company agrees to train and educate Marketlink's customer
                  service personnel about the Products, to the extent of
                  Company's abilities, provided that such training is held at
                  the Company's Fort Lauderdale, FL facility and that Marketlink
                  will pay for all travel and travel-related expenses in
                  connection with the training.



<PAGE>   20


                                    EXHIBIT F

                                 HOUSE ACCOUNTS

As of the effective date of this Agreement, the following are designated House
Accounts:


<PAGE>   21



                                 AMENDMENT NO. 1

                 TO THE MANUFACTURER'S REPRESENTATIVE AGREEMENT

This Amendment No. 1 ("Amendment") to the below-referenced Agreement is entered
into effective as of July 11, 2001 by and between CyberGuard Corporation
("CyberGuard") and Marketlink Technologies, LLC ("Marketlink").

WHEREAS, CyberGuard and Marketlink are parties to that certain Manufacturer's
Representative Agreement dated July 1, 2001 ("Agreement"); and

WHEREAS, CyberGuard and Marketlink wish to amend the Agreement to the mutual
benefit of both parties hereto.

NOW THEREFORE, for and in consideration of the mutual promises and covenants set
forth herein, and other good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, CyberGuard and Marketlink hereby
agree to amend the Agreement as follows:

         1.    Exhibit B of the Agreement shall be amended by deleting the
               following phrase "TERRITORY The United States" and
               substituting it with the following:

                  "Territory: The United States except for California, Nevada,
                  New York, Georgia, North Carolina, South Carolina, Florida,
                  Mississippi, Alabama and Tennessee.

                  In the event that (1) all agreements between Symantec, its
                  successors and assigns, on one hand, and Marketlink and/or the
                  Three Owners, on the other hand, relating to Symantec's
                  Firewall/VPN products shall terminate for whatever reason
                  during the term of this Agreement, and (2) Marketlink notifies
                  CyberGuard in writing of all terminations in their entirety,
                  and (3) CyberGuard then acknowledges to Marketlink in writing
                  that the Territory hereunder will be the entire United States,
                  then effective as of the date of CyberGuard's written
                  acknowledgement to Marketlink ("Territory Change Date") the
                  Territory under this Agreement shall be the entire United
                  States; provided, however, that: (A) the Special Offices
                  comply with the terms and conditions of this Agreement, and
                  (B) no additional compensation will be paid by CyberGuard
                  hereunder except for (i) the commission payments for Product
                  sales, if any, (excluding House Accounts) in the regions of
                  the Special Offices, and (ii) in the event the Territory
                  Change Date is within the first 12 months from the effective
                  date of this Agreement, then effective as of and prorated from
                  the Territory Change Date the amount of Base Compensation
                  and/or draw, as applicable, payable to Marketlink hereunder
                  will be increased to $75,000 per month and Marketlink's
                  quarterly revenue commitments will be increased to the
                  following:


                                                            
                  a.  July 1st - Sept. 30th, 2001               $   300,000
                  b.  Oct. 1st - Dec. 31st, 2001                $ 1,500,000
                  c.  Jan. 1st - Mar. 31st, 2002                $ 3,700,000
                  d.  Apr. 1st - June 30th, 2002                $ 5,500,000
                                                                -----------
                                    Total Year One Goal         $11,000,000."
                                                                ------------


<PAGE>   22

         2.       Section 2 of Exhibit C of the Agreement shall be amended by
                  deleting the phrase "$75,000 per month" and replacing it with
                  "$57,000 per month".

         3.       Section 4(a) of the Exhibit C of the Agreement shall be
                  amended by deleting the phrase "33,000 shares" and
                  substituting it with "30,000 shares" and deleting the phrase
                  "50 Resellers" and substituting it with "35 Resellers".

         4.       Section 4(b) of the Exhibit C of the Agreement shall be
                  deleted in its entirety and the following Section 4(b) shall
                  be inserted in its place:

                      "Option to purchase, in the aggregate, 210,000 shares
                      of CyberGuard Common Stock; with vesting in 20,000
                      shares increments upon Marketlink's achieving each $5
                      million in revenue to CyberGuard, with the below
                      3-year revenue commitments, at the prices per share
                      equal to the closing price of the CyberGuard Common
                      Stock on the effective date of this Agreement:



                         Year    Revenue
                             
                           1.    $ 7.7M
                           2.    $14.35M
                           3.    $29.4M"


         5.       Section 4(c) of the Exhibit C of the Agreement shall be
                  amended by deleting the phrase "17,000 shares" and
                  substituting it with "20,000 shares" and the phrase "11
                  million" and substituting it with "7.7 million".

         6.       The first sentence of Section 4(d) of the Exhibit C of the
                  Agreement shall be amended by deleting the phrase "150,000
                  shares" and substituting it with "125,000 shares".

         7.       Section 4(d)(3) of the Exhibit C of the Agreement shall be
                  amended by deleting the phrase "20,000 shares" and
                  substituting it with "12,334 shares".

         8.       The first sentence of Section 4(d)(4) of the Exhibit C of the
                  Agreement shall be deleted in its entirety.

         9.       Section 4(e) of the Exhibit C of the Agreement shall be
                  deleted in its entirety.

         10.      Section 12 of the Exhibit D of the Agreement shall be deleted
                  in its entirety and the following Section 12 shall be inserted
                  in its place:

                      "Not market, promote for sale, represent in sale in any
                      way, sell, or distribute products competitive to the
                      Products (including without limitation, Firewall Software,
                      Firewall Appliance, VPN) directly or indirectly in the
                      Territory; provided that, specifically, the OpenReach VPN
                      product marketed by Marketlink shall not be considered
                      competitive to the Products for the purposes of this
                      Agreement."

         11.      Section 14 of the Exhibit D of the Agreement shall be deleted
                  in its entirety and the following shall be inserted in its
                  place:

         "14.     Achieve quarterly revenue commitment in the first year as
                  follows:
<PAGE>   23


                                                         
                  a.  July 1st - Sept. 30th, 2001            $   200,000
                  b.  Oct. 1st - Dec. 31st, 2001             $ 1,050,000
                  c.  Jan. 1st - Mar. 31st, 2002             $ 2,600,000
                  d.  Apr. 1st - June 30th, 2002             $ 3,850,000
                                                             -----------
                                    Total Year One Goal      $ 7,700,000
                                                             -----------


                           Marketlink and CyberGuard further agree that in the
                           event Marketlink exceeds the revenue commitment for a
                           prior quarter of this Agreement but fails to meet the
                           revenue commitment for the following quarter during
                           the first year of this Agreement, then the revenue
                           amount achieved by Marketlink above the prior
                           quarter's commitment ("Excess Revenue") shall be
                           applied towards the commitment for the following
                           quarter. (By way of example, if Marketlink achieves
                           revenue of $300,000 during the first quarter of this
                           Agreement and $950,000 during the second quarter of
                           this Agreement, then the $100,000 Excess Revenue
                           achieved in the first quarter will be applied towards
                           the second quarter commitment, thus Marketlink would
                           then meet its $1,050,000 revenue commitment.)"

         12.      The following Section 17 shall be inserted at the end of
                  Exhibit D of this Agreement:

                           "Assure that Marketlink's website displays during the
                           term of this Agreement CyberGuard Corporation as
                           Marketlink's firewall/VPN partner."

         13.      The following Section 1.G shall be inserted at the end of
                  Section 1 of the Agreement:

                           ""Special Offices" means the Marketlink's offices
                           located outside the Territory in charge of the
                           following regions: California, Nevada, New York,
                           Georgia, North Carolina, South Carolina, Florida,
                           Mississippi, Alabama and Tennessee."

         14.      The following Section 1.H shall be inserted at the end of
                  Section 1 of the Agreement:

                           ""Three Owners" means the three Marketlink owners, or
                           any of their successors or replacements during the
                           term of this Agreement, in charge of the Special
                           Offices."

         15.      Section 10.B (1) and (2) shall be deleted it in its entirety
                  and the following Section 10.B shall be substituted in its
                  place:

                           "No additional compensation of any kind shall be paid
                           to Marketlink, except that (1) in the event this
                           Agreement is terminated for cause within the first
                           six months from the effective date of the Agreement,
                           CyberGuard will pay to Marketlink the pro-rated
                           amount of the Base Compensation that was unpaid but
                           due and earned through the effective date of
                           termination of this Agreement, and (2) in the event
                           this Agreement is terminated for cause by CyberGuard
                           during the first twelve months from the effective
                           date hereof due to Marketlink's failure to achieve
                           the minimum revenue commitments set forth in Section
                           14 of Exhibit D hereof, then CyberGuard will pay to
                           Marketlink commission in the percentage(s) as set
                           forth in this Agreement for all Product sales in the
                           Territory by the Resellers, if any, which sales were
                           accepted by CyberGuard (except for House Accounts)
                           during the period of three months from the effective
                           date of termination of this Agreement, subject to
                           CyberGuard's unconditional right to chargeback
                           Marketlink for the commissions paid or credited to
                           Marketlink on all sales accepted by CyberGuard but
                           (i) not paid for by a Customer


<PAGE>   24

                           over ninety (90) days past the invoice date and/or
                           (ii) returned by Customer to CyberGuard for credit."

         16.      Capitalized terms not otherwise defined in this Amendment
                  shall have the meanings ascribed to such terms in the
                  Agreement.

         17.      All terms and conditions of the Agreement are hereby ratified
                  and shall remain in full force and effect except to the extent
                  this Amendment expressly modifies or is inconsistent with the
                  terms and conditions of the Agreement, in which case the terms
                  of this Amendment shall be controlling.

IN WITNESS WHEREOF, the parties have executed this Amendment to the
above-referenced Agreement effective as of the date first written above.

CYBERGUARD CORPORATION                    MARKETLINK TECHNOLOGIES, LLC

BY:                                       BY:
   ----------------------------               ------------------------------

NAME:                                     NAME:
     --------------------------                -----------------------------

TITLE:                                    TITLE:
      -------------------------                 ----------------------------

DATE:                                     DATE:
     --------------------------                 ----------------------------