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                                                                   Exhibit 10(w)

         CHANGE OF CONTROL AGREEMENT between Rainbow Technologies, Inc., a
Delaware corporation (the "Corporation"), and Shawn Abbott (the "Executive"),
dated this first day of July 2003.

                              W I T N E S S E T H:

         WHEREAS, the Corporation and the Executive have entered into an
Employment Agreement; and

         WHEREAS, the Corporation wishes to assure both itself and the Executive
of continuity of management in the event of any actual or threatened "Change of
Control" (as defined in Article 2) of the Corporation that occurs during the
term of the Executive's Employment Agreement;

         NOW THEREFORE, in consideration of the premises and mutual covenants
herein contained, it is hereby agreed by and between the Corporation and the
Executive as follows:

         1.       TERM. The Corporation agrees to employ Executive, and
Executive agrees to serve, on the terms and conditions stated herein for a one
year period commencing on the effective date of the Change in Control (as
defined in Article 2 and hereinafter defined as the "Change Date") said period
to be automatically renewed for successive one year periods thereafter and
ending on termination pursuant to the provisions of this Change of Control
Agreement (the "Agreement").

         2.       CHANGE OF CONTROL. For purposes of this Agreement, "Change of
Control" shall be deemed to have occurred if (i) a third person, including a
"group" as defined in Article 13(d)(3) of the Securities Exchange Act of 1934,
becomes the beneficial owner of shares of the Corporation having a 35% or more
of the total number of votes that may be cast for the election of directors as
the result of, or in connection with, any cash tender or exchange offer, merger
of other business combination (a "Transaction") and (ii) results in the persons
who were members of the Board before the Transaction ceasing to constitute a
majority of the Board or of the members of the board of directors of any
successor to the Corporation.

         3.       POSITION AND DUTIES. The Executive's position (including
titles), authority and .. responsibilities shall be at least commensurate with
the most significant of those held, exercised and assigned during the 90-day
period immediately preceding the Change Date. The Executive shall be based and
the Executive's services shall be performed at the location at which the
Executive was based immediately preceding the Change Date, except for travel
reasonably required in the performance of the Executive's responsibilities. It
is understood that such position, authority and responsibilities shall not be
regarded as not commensurate merely by virtue of the fact that a successor shall
have acquired all or substantially all of the business and/or assets of the
Corporation as contemplated by Article 11 hereof and that the Executive shall
continue to have a position and authority and responsibilities with respect to
such successor or affiliated company substantially corresponding to that of the
Executive with respect to the Corporation prior to such acquisition. As used in
this Agreement, the term "affiliated companies" means any company controlling,
controlled by or under common control with the Corporation. Notwithstanding the
duties as described above, Executive agrees that his duties may be, from time to
time, revised or modified by the President, or other executive, of the
Corporation The Executive agrees to devote his fall business time during normal
business hours to the business and affairs of the Corporation and to use his
best efforts to perform faithfully and efficiently the responsibilities assigned
to him hereunder.

         4.       COMPENSATION AND BENEFITS,

         4.1      BASE SALARY. The Executive shall receive a base salary (the
"Base Salary") at least equal to the Base Salary paid to the Executive by the
Corporation prior to the Change Date. The Base Salary shall be reviewed at least
once each year and shall be increased at any rime and from time to time by
action of the President, Board or any committee thereof. The Base Salary shall
be paid in accordance with the Corporation's regular practices.

         4.2      ANNUAL BONUS. In addition to Base Salary, the Executive shall
have an opportunity to earn or be awarded, for each fiscal year during the Term,
an annual bonus ("Annual Bonus") in cash. The Annual

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Bonus shall be at least equal to the Annual Bonus, if any, paid or payable to
the Executive prior to the Change Date. In the event of the termination of this
Agreement for any reason, the Executive shall receive the Annual Bonus prorated
to the date of such termination.

         4.3      INCENTIVE, RETIREMENT AND SAVINGS PLAN. In addition to the
Base Salary and Annual Bonus, Executive shall be entitled to participate in all
incentive, retirement and savings plans and programs ("Incentives"), if any, and
as established by the Corporation from time to time provided Executive meets the
eligibility requirements. All Incentives, provided for the Executive shall be at
least equal to those provided by the Corporation for the Executive under such
plans and programs if and as in effect at any time during the 90-day period
immediately preceding the Change Date or, if more favorable to the Executive, as
in effect at any time thereafter with respect to executives with comparable
responsibilities.

         4.4      BENEFIT PLANS. The Executive and/or Executive's spouse and
dependents, as the case may be, shall be entitled to all benefits under all
medical, dental, vision, disability, executive life, group life, accidental
death and travel accident insurance plans and programs ("Benefit Plans") if any,
and as established from time to time by the Corporation provided the Executive
meets the eligibility requirements therefor. All Benefit Plans shall be at least
equal to those in effect at any time during the 90-day period immediately
preceding the Change Date or, if more favorable to the Executive, a sin effect
at any time thereafter with respect to executives with comparable
responsibilities,

         4.5      FRINGE BENEFITS. The Executive and/or Executive's spouse and
dependents, as the case may be, shall be entitled to fringe benefits ("Fringe
Benefits"), if any, and as established from time to time by the Corporation
provided the executive meets the eligibility requirements therefor. The
Executive is entitled to Fringe Benefits as in effect during the 90-day period
immediately preceding the Change Date or, if more favorable to the Executive, as
in effect at any time thereafter with respect to executives with comparable
responsibilities.

         4.6      EXPENSES. The Executive shall be entitled to receive prompt
reimbursement for all reasonable expenses incurred or expended by the Executive
in fulfillment of the duties hereunder. The Executive shall provide
documentation of such expenses and be reimbursed in accordance with me policies
and procedures of the Corporation as in effect during the 90-day period
immediately preceding the Change Date or, if more favorable to the Executive, as
in effect at any time thereafter with respect to executives with comparable
responsibilities.

         4.8      VACATION. The Executive shall be entitled to paid vacation in
accordance with the policies of the Corporation, if any, and as established from
time to time by the Corporation. The Executive shall be entitled to vacation in
accordance with the policies of the Corporation as in effect during the 90-day
period immediately preceding the Change Date or, if more favorable to the
Executive, as in effect at any time thereafter with respect to executives with
comparable responsibilities.

         4.9.     BENEFIT AMENDMENTS. Nothing herein shall be construed to
prevent the Corporation from amending or altering any plans or programs as long
as the Executive continues to have the opportunity to receive compensation and
benefits, on a before-tax basis, consistent with paragraphs 4.1 through 4.8.

         5.       TERMINATION.

         5.1      DEATH. The Executive's employment shall terminate
automatically upon the Executive's death ("Death").

         5.2      DISABILITY. The Corporation may terminate the Executive's
employment, after having established the Executive's "Disability" (as defined
below), by giving to the Executive notice of its intention to terminate
Executive's employment effective on the 90th day after such notice (the
"Disability Effective Date") if within such 90-day period the Executive fails to
return to full-time performance of Executive's duties. For purposes of this
Agreement, "Disability" means disability which after the expiration of more than
26 weeks after its commencement is determined to be total and permanent by a
physician selected by

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the Corporation or its insurers providing disability insurance to the Company
and consented to by the Executive or Executive's legal representative (such
consent not to be withheld unreasonably).

         5.3      CAUSE. The Corporation may terminate the Executive's
employment for Cause("Cause"). For purposes of this Agreement, " Cause" means (
i) an act or acts of dishonesty on the Executive's part which result in or are
intended to result in Executive's substantial personal enrichment at the expense
of the Corporation or (ii) repeated violations by the Executive of Executive's
obligations under Article 3 of this Agreement, which violations are demonstrably
willful and deliberate on the Executive's part and which wore intended to result
in or have resulted in material injury to the Corporation.

         5.4      WITHOUT CAUSE. The President or the Board may terminate the
Executive's employment without cause ("Without Cause") upon 30 -60 days notice.

         5.5      GOOD REASON. The Executive may terminate his employment for
Good Reason ("Good Reason"). For purposes of this Agreement "Good Reason" is
defined as set forth in Articles 5.5.1 through 5.5.5 below:

                  5.5.1    ADVERSE CHANGE. Without the express written consent
of the Executive, (i) the assignment to the Executive of any duties inconsistent
in any substantial respect with the Executive's position, authority or
responsibilities as contemplated by Article 3 of this Agreement, or (ii) any
other substantial adverse change in such position including titles, authority or
responsibilities.

                  5.5.2    FAILURE TO COMPLY. Any failure by the Corporation to
comply with any of the provisions of Article 4 of this Agreement, other than an
insubstantial and inadvertent failure remedied by the Corporation promptly after
receipt of notice thereof given by the Executive.

                  5.5.3    CHANGE OF LOCATION. The Corporation's requiring the
Executive to be based or to perform services at any office or location other
than that at which the Executive is based immediately prior to the Change Date,
except for travel reasonably required in the performance of the Executive's
responsibilities.

                  5.5.4    UNPERMITTED TERMINATION. Any purported termination by
the Corporation of the Executive's employment otherwise than as permitted by
this Agreement, it being understood that any such purported termination shall
not be effective for any purpose of this Agreement.

                  5.5.5    FAILURE TO ASSUME. Any failure by the Corporation to
obtain the assumption and agreement to perform this Agreement by a successor as
contemplated by Article 11.

                  5.5.6    DETERMINATION OF GOOD REASON. For the purposes of
this Article 5.5, any determination of "Good Reason" shall be made solely by the
Corporation's independent auditors.

                  5.5.7    GOOD FAITH. In the event that the Executive shall in
good faith give a "Notice of Termination," as hereinafter defined in paragraph
5.8 hereof, for Good Reason and it shall thereafter be determined that Good
Reason did not exist, the employment of the Executive shall, unless the
Corporation and the Executive shall otherwise mutually agree, be deemed to have
terminated, at the date of the giving of Such purported Notice of Termination.
In such event the Executive shall be deemed to have elected Voluntary Retirement
and shall be entitled to receive only those payments and benefits which he would
have been entitled to receive at such date under Article 6.4 of this Agreement.

         5.6      VOLUNTARY RETIREMENT. At any time after the effective date of
the Agreement, the Executive may terminate his employment by electing voluntary
retirement ("Voluntary Retirement").

         5.7      NOTICE OF TERMINATION. Any termination by the Corporation for
Cause, or by the Executive for Good Reason or election of Voluntary Retirement
shall be communicated by Notice of Termination to the other party hereto given
in accordance with Article 12. For purposes of this Agreement, a "Notice of
Termination" means a written notice which (i) indicates the specific termination
provision in this Agreement

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relied upon, (ii) sets forth in reasonable detail the facts and circumstances
claimed to provide a basis for termination of the Executive's employment under
the provision so indicated and (iii) if the termination date is other than the
date of receipt of such notice, specifies the termination date of this Agreement
which date shall be in accordance with the specific termination provision of
this Agreement relied upon.

         5.8      DATE OF TERMINATION. For purposes of this Agreement, the "Date
of Termination" shall mean the date the President receives the Notice of
Termination or any later date specified therein, as the case may be.
Notwithstanding any contrary provision contained in this Agreement, (i) if the
Executive is terminating this Agreement in order to elect Voluntary Retirement,
the Date of Termination shall not be the date of receipt of such Notice of
Termination but shall be a date specified therein, which date shall be neither
less than 30 days nor greater than 90 days after giving such Notice of
Termination; (ii) if the Executive's employment is terminating due to
Disability, the Date of Termination shall be the Disability Effective Date;
(iii) if the Executive's employment terminates due to the Executive's death, the
Date of Termination shall be the date of death; and (iv) if the Executive's
employment is terminated Without Cause, the Date of Termination shall not be the
date of receipt of such Notice of Termination but shall be a date specified
therein, which date shall be not less than 30 days after giving such Notice of
Termination.

         6.       OBLIGATIONS OF THE CORPORATION UPON TERMINATION.

         6.1      DEATH. If the Executive's employment is terminated by reason
of the Executive's death, except as described in the next sentence, this
Agreement shall terminate without further obligations to the Executive's legal
representatives under this Agreement other than those obligations accrued
hereunder at the date of his death. Anything in this Agreement to the contrary
notwithstanding, the Executive's spouse and dependents shall be entitled to
continue to receive the benefits under Benefit Plans and Fringe Benefits for 18
months subsequent to the Date of Termination.

         6.2      CAUSE. If the Executive's employment shall be terminated for
Cause, the Corporation shall pay the Executive his Base Salary and any other
accrued obligations through the Date of Termination. Corporation shall have no
further obligations to the Executive under this Agreement.

         6.3      VOLUNTARY RETIREMENT. The Corporation shall have no further
obligation to the Executive under this Agreement. If the Executive elects
Voluntary Retirement, the Corporation shall pay the Executive his Base Salary
and any accrued obligations through the Date of Termination.

         6.4      GOOD REASON, WITHOUT CAUSE, AND DISABILITY. If the Board shall
terminate the Executive's employment either Without Cause or for Disability, or
if the Executive shall terminate his employment for Good Reason:

                  6.4.1    PAYMENTS. The Corporation shall pay to the Executive
the aggregate of the amounts determined pursuant to Articles 6.4.1(i) and
6.4.1(ii):

                  (i) if not therefore paid, the Base Salary and any accrued
obligations through the Date of Termination to be paid within 30 days after the
Date of Termination;

                  (ii) 100% of the Executive's "Base Amount." Base Amount is the
highest three year average of the aggregate of the Executive's Annual Base
Salary and Annual Bonus paid or due to Executive in the last five fiscal years
prior to the year in which termination occurred. Said 100% of the Base Amount
shall be paid to the Executive in 12 equal monthly installments commencing
within 30 days after the Date of Termination.

                  6.4.2    STOCK OPTIONS. All stock options and stock
appreciation rights granted to the Executive which arc not exercisable at the
Date of Termination, shall become fully exercisable as of the Date of
Termination, with the exercise terms per the termination of employment section
of the stock option plan(s).

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                  6.4.3    BENEFITS. For 12 months subsequent to the Date of
Termination, the Corporation shall continue Benefit Plans and Fringe Benefits to
the Executive and/or Executive's spouse and dependents. For COBRA purposes, the
Date of Termination will be the qualifying event and the Corporation will pay 12
months of insurance premiums.

         7.       NON-EXCLUSIVITY OF RIGHTS. Nothing in this Agreement shall
prevent or limit the Executive's continuing or future participation in any
benefit, bonus, incentive or other plan or program provided by the Corporation
or any of its affiliated companies and for which the Executive may qualify, nor
shall anything herein limit or otherwise affect such rights as the Executive may
have under any stock option or other Agreements with the Corporation or any its
affiliated companies. Amounts which are vested benefits or which the Executive
is otherwise entitled to receive under any plan or program of the Corporation or
any of its affiliated companies at or subsequent to the Date of Termination
shall be payable in accordance with such plan or program.

         8.       FULL SETTLEMENT. The Corporation's obligation to make the
payments provided for in this Agreement and otherwise to perform its obligations
hereunder shall not be affected by any circumstances, including, without
limitation, any set-off, counterclaim, recoupment, defense or other right which
the Corporation may have against the Executive or others.

         9.       CONFIDENTIAL INFORMATION. The Executive shall hold in a
fiduciary capacity for the benefit of the Corporation all secret or confidential
information, knowledge or data relating to the Corporation or any of its
affiliated companies, and their respective businesses, which shall have been
obtained by the Executive during Executive's employment by the Corporation or
any of its affiliated companies and which shall not be public knowledge. After
termination of the Executive's employment with the Corporation, he shall not,
without the prior written consent of the Corporation, communicate or divulge any
such information, knowledge or data to anyone other than the Corporation and
those designated by it. In no event shall an asserted violation of the
provisions of this Article 9 constitute a basis for deferring or withholding any
amounts otherwise payable to the Executive under this Agreement.

         10.      COVENANT NOT TO COMPETE. In view of the fulfillment of
Executive's obligations hereunder and (i) the unique and valuable services it is
expected Executive will render to the Corporation, (ii) Executive's knowledge of
the clients, trade secrets, and other proprietary information relating to the
business of the Corporation and its customers and suppliers, and (iii) similar
knowledge Executive has regarding the Corporation, and in consideration of the
compensation to be received hereunder and as a condition to the performance by
Corporation of its obligations under this Agreement, Executive agrees that if
this Agreement is terminated due to Disability, Good Reason, a Change of Control
or for Without Cause that for the period of one (1) year after the Date of
Termination the Executive shall not directly or indirectly through any other
person, firm or Corporation:

         (i) Compete with or be engaged in the same business or "participate in"
any other business or organization which during such one year period competes
with or is engaged in a similar business as the Corporation in any geographical
area in which the Corporation conducts such business. The term "participate in"
shall mean: "directly or indirectly, for Executive's own benefit or for, with,
or through any other person, firm, or corporation, own, manage, operate,
control, loan money to, or participate in the ownership, management, operation,
or control of, or be connected as a director, officer, employee, partner,
consultant, agent, independent contractor, or otherwise with, or acquiesce in
the use of Executive's name. Executive will not directly or indirectly reveal
the name of, solicit or interfere with, or endeavor to entice away from
Corporation any of its customers or employees. Executive will not directly or
indirectly employ any person who, at any time up to such cessation, was an
employee of the Corporation, within a period of one year after such person
leaves the employ of such Corporation. Executive agrees that the provisions of
this Article 10 are necessary and reasonable to protect the Corporation in the
conduct of its business. If any restriction contained in this Article 10 shall
be deemed to be invalid, illegal, or unenforceable by reason of the extent,
duration, or geographical scope thereof, or otherwise, then the court making
such determination shall have the right to reduce such extent, duration,
geographical scope, or other provisions hereof, and in its reduced form such
restriction shall then be enforceable in the manner contemplated hereby.

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         10.1     BREACH. If Executive commits a breach of any of the provisions
of this Article 10, Corporation shall have the right and remedy to have such
provisions specifically enforced by any court having equity jurisdiction. The
foregoing right and remedy shall be in addition to any other remedy (including
without limitation damages) to which Corporation may be entitled.

         11.      SUCCESSORS.

         11.1     ASSIGNMENT BY EXECUTIVE. This Agreement is personal to the
Executive and without the prior written consent of the Corporation shall not be
assignable by the Executive otherwise than by will or the laws of descent and
distribution. This Agreement shall inure to the benefit of and be enforceable by
the Executive's legal representatives.

         11.2     ASSIGNMENT BY CORPORATION. Not-withstanding anything in this
Agreement, Executive agrees that the Corporation may assign this Agreement.

         11.3     BINDING EFFECT. This Agreement shall inure to the benefit of
and be binding upon the Corporation and its successors. The Corporation shall
require any successor to all or substantially all of the business and/or assets
of the Corporation, whether directly or indirectly, by purchase, merger,
consolidation, acquisition of stock, or otherwise, by an agreement in form and
substance satisfactory to the Executive, expressly to assume and agree to
perform this Agreement in same manner and to the same extent as the Corporation
would be required to perform if no such succession had taken place.

         12.      MISCELLANEOUS.

         12.1     MODIFICATIONS. This Agreement sets forth the entire
understanding of the parries with respect to the subject matter hereof, and may
be modified only by a written instrument duly executed by each party.

         12.2     GOVERNING LAW. This Agreement shall be governed by and
construed in accordance with the laws of the State of California, without
reference to principles of conflict of laws. This Agreement may not be amended
or modified otherwise than by a written agreement executed by the parties hereto
or their respective successors and legal representatives.

         12.3     NOTICE. All notices and other communications hereunder shall
be in writing and shall be given by hand delivery to the other party or by
registered or certified mail, return receipt requested, postage prepaid,
addressed as follows:

         If to the Executive:
         Shawn Abbott
         __________________________

         __________________________

         If to the Corporation:
         Rainbow Technologies, Inc.
         50 Technology
         Irvine, CA 92618

or to such other address as either party shall have furnished to the other in
writing in accordance herewith. Notice and communications shall be effective
when actually received by the addressees.

         12.4     EQUITABLE RELIEF. Since a breach of the provisions of this
Agreement, particularly with respect to Article 10, could not adequately be
compensated by money damages, the Corporation shall be entitled, in addition to
any other right and remedy available to it, to an injunction restraining such
breach or a threatened breach, and in either case no bond or other security
shall be required in connection therewith, and Executive hereby consents to the
issuance of such injunction.

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         12.5     RELATIONSHIP OF PARTIES. Except for authority granted to
Executive by the Board in order to enable Executive to fulfill the obligations
set forth in this Agreement, nothing contained in this Agreement shall
authorize, empower, or constitute Executive the agent of the Corporation in any
manner; authorize or empower Executive to assume or create any obligation or
responsibility whatsoever, express or implied, on behalf of or in the name of
the Corporation.

         12.6     WAIVER. Any waiver by any party of a breach of any provision
of this Agreement shall not operate as or be construed to be a waiver of any
other breach of such provision or any breach of any other provision of this
Agreement. The failure of a party to insist upon strict adherence to any term of
this Agreement on one or more occasions shall not be a waiver or deprive the
party of the right hereunder to insist upon strict adherence to that term or any
other term of this Agreement. Any waiver must be in writing and signed by the
waiving party.

         12.7     SEPARABILITY. If any provision of this Agreement is invalid,
illegal, or unenforceable, the balance of this Agreement shall remain in effect,
and if any provision is inapplicable to any person or circumstance, it shall
nevertheless remain applicable to all other persons and circumstances.

         12.8     HEADINGS. The headings in this Agreement are solely for
convenience of reference and shall be given no effect in the construction or
interpretation of this Agreement.

         12.9     COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.

         12.10    WITHHOLDINGS. The Executive agrees that the Corporation shall
withhold from any and all payments required to be made to Executive pursuant to
this Agreement all federal, state, local and/or other taxes or contributions
which the Corporation determines a required to be withheld in accordance with
applicable statutes and/or regulations from time to time in effect provided,
however, that such withholding shall be consistent with the calculations made by
the Corporation.

         IN WITNESS WHEREOF, the Executive has hereunto set his hand and,
pursuant to the authorization from its Board of Directors, the Corporation has
caused these presents to be executed in its name on its behalf as of the day and
year first above written.

/s/ Shawn Abbott
-------------------------------- July 1, 2003
Shawn Abbott

ATTEST:

/s/ Walter W. Straub
--------------------------------
Rainbow Technologies, Inc.
Walter W. Straub
President