EXHIBIT 10.66

THIS  NON-DETACHABLE  WARRANT AND THE  SECURITIES  ISSUABLE UPON THE EXERCISE OF
THIS WARRANT HAVE NOT BEEN  REGISTERED  UNDER THE  SECURITIES ACT OF 1933 OR ANY
STATE  SECURITIES LAWS. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT
WITH A VIEW TO DISTRIBUTION OR RESALE, AND MAY NOT BE SOLD, MORTGAGED,  PLEDGED,
HYPOTHECATED  OR  OTHERWISE   TRANSFERRED  WITHOUT  AN  EFFECTIVE   REGISTRATION
STATEMENT  FOR  SUCH  SECURITIES  UNDER  THE  SECURITIES  ACT OF  1933  AND  ANY
APPLICABLE STATE SECURITIES STATUTE, OR UNLESS AN EXEMPTION FROM REGISTRATION IS
AVAILABLE  THEREUNDER AS EVIDENCED BY AN OPINION OF COUNSEL OR NO-ACTION  LETTER
FROM  THE  SECURITIES  AND  EXCHANGE  COMMISSION,  IN  EITHER  CASE IN FORM  AND
SUBSTANCE SATISFACTORY TO THE COMPANY.

W - 2001 - ___                                             Warrant to Purchase
                                                              ________  Shares

                   NON-DETACHABLE WARRANT TO PURCHASE SHARES
                                OF COMMON STOCK

                                      of

                               V-ONE CORPORATION


      THIS CERTIFIES THAT, for good and valuable consideration,  the receipt and
sufficiency of which is hereby acknowledged, ________________ or his, her or its
(as the case may be) registered assigns  ("HOLDER") is entitled,  subject to the
adjustment provisions and the conditions and limitations  hereinafter set forth,
to subscribe  for and purchase from V-ONE  CORPORATION  (the  "CORPORATION"),  a
corporation  organized  and  existing  under the laws of the State of  Delaware,
shares (the "WARRANT SHARES") of the Corporation's Common Stock, par value $.001
per share (the "COMMON STOCK").

      This  Warrant is part of a series of warrants  (the  "SERIES D  WARRANTS")
issued  to  certain  investors  on  the  date  hereof  pursuant  to a  Series  D
Convertible Preferred Stock and Non-Detachable Warrant Purchase Agreement, dated
as of the date hereof (the "PURCHASE AGREEMENT").

      This Warrant is subject to the following provisions, terms and conditions:


<PAGE>


1.  TERM.  Subject  to the  provisions  of  this  Warrant,  the  purchase  right
represented by this Warrant is exercisable, in whole or in part, at any time and
from time to time from the date  hereof and until the third  anniversary  of the
date hereof.

2.  TRANSFER  RESTRICTIONS.  This  Warrant is issued  pursuant  to the  Purchase
Agreement  and in  connection  with  the  Holder's  purchase  of  shares  of the
Corporation's  Series D  Convertible  Preferred  Stock  (the  "SERIES D SHARES")
thereunder.  Except has  provided in the next  sentence,  this  Warrant (and the
right to purchase Warrant Shares represented  hereby) is not detachable from the
Holder's Series D Shares and may only be transferred  together with the Series D
Shares as more particularly described herein. Accordingly, subject in all events
to compliance with the provisions set forth in the Purchase  Agreement  relating
to the  transfer of Series D Shares,  as well as the  provisions  of  applicable
federal  and  state  securities  laws,  (i) for each  five  (5)  Series D Shares
transferred  by the  Holder,  the Holder  shall  transfer to such  transferee  a
portion of this Warrant sufficient to enable such transferee to purchase one (1)
Warrant  Share,  and  (ii) the  right  to  purchase  any one (1)  Warrant  Share
hereunder may only be transferred  together with five (5) Series D Shares.  This
Warrant (and the right to purchase  Warrant Shares  represented  hereby) will be
transferable by the Holder free of the foregoing  restrictions (other than those
restrictions  requiring compliance with the provisions of applicable federal and
state securities laws) upon the conversion or redemption in full of the Series D
Shares;  provided that, for each five (5) Series D Shares either so converted or
redeemed, the Holder may transfer free of the foregoing restrictions (other than
those  restrictions  requiring  compliance  with the  provisions  of  applicable
federal  and state  securities  laws) a portion of this  Warrant  sufficient  to
enable such transferee to purchase one (1) Warrant Share. Upon surrender of this
Warrant to the  Corporation by the Holder,  for the transfer (in accordance with
the  foregoing  provisions  of this Section 2) of this Warrant as an entirety by
the Holder, together with the Assignment Form attached hereto as SCHEDULE 2 duly
executed,  the Corporation shall issue a new warrant of the same denomination to
the transferee.  Upon surrender of this Warrant to the Corporation by the Holder
for the transfer (in accordance with the foregoing provisions of this Section 2)
of this  Warrant  with  respect to a portion of the Warrant  Shares  purchasable
hereunder,  together with the Assignment Form attached hereto as SCHEDULE 2 duly
executed,  the Corporation shall issue a new warrant to the transferee,  in such
denomination as shall be requested by the Holder hereof,  and shall issue to the
Holder a new  warrant  covering  the  number of shares in  respect of which this
Warrant shall not have been transferred.

3.  EXERCISE OF WARRANT.  This  Warrant may be  exercised,  in whole or in part,
during its term and only in accordance  with the terms and provisions  herein as
follows:

      (a) METHOD OF EXERCISE.  This purchase  right  represented by this Warrant
shall be  exercisable  during its term by  surrendering  this Warrant  (with the
Exercise Form attached hereto as SCHEDULE 1 duly executed) to the Corporation at
its principal office,  together with an amount equal to $2.29 per share (subject
to the adjustment  provisions in Section 4(a)) (the "EXERCISE PRICE") multiplied
by the number of Warrant  Shares then being  purchased.  Payment of the Exercise
Price shall be by wire transfer of  immediately  available  funds,  certified or
bank  check  or  such  other  consideration  and  method  of  payment  as may be
authorized by the Corporation in its sole discretion.  The "EXERCISE DATE" shall
be the date on which the  Holder  surrenders  to the  Corporation  this  Warrant


                                       2
<PAGE>

together  with the  duly  executed  Exercise  Form  and  payment  in full of the
Exercise Price for the Warrant Shares being purchased.

      (b) ISSUANCE OF CERTIFICATES AND REPLACEMENT WARRANT. Certificates for the
Warrant Shares purchased upon exercise of this Warrant shall be delivered to the
Holder within a reasonable  time, not exceeding ten (10) days after this Warrant
shall have been surrendered with payment and, unless this Warrant has been fully
exercised  or  expired,  a new  warrant  representing  the number of shares with
respect to which the Warrant  shall not then have been  exercised  shall also be
delivered to the Holder within such time. Such certificate or certificates shall
be deemed to have been issued,  and any person so designated to be named therein
shall be  deemed  for all  purposes  to have  become a holder  of record of such
shares of Common Stock, as of the close of business on the Exercise Date.

4. EXERCISE  PRICE AND WARRANT SHARE  ADJUSTMENTS.  The number of Warrant Shares
purchasable upon the exercise of this Warrant and the Exercise Price per Warrant
Share shall be subject to  adjustment  from time to time upon the  occurrence of
certain events, as follows:

      (a) RECLASSIFICATION OR MERGER. In case of any reclassification, change or
conversion  of  securities  of the class  issuable upon exercise of this Warrant
(other than a change in par value, or from par value to no par value, or from no
par value to par value, or as a result of a subdivision or  combination),  or in
case of any merger of the Corporation  with or into another  corporation  (other
than a merger with another  corporation in which the Corporation is a continuing
corporation  and  which  does not  result in any  reclassification  or change of
outstanding securities issuable upon exercise of this Warrant), the Corporation,
or such successor or purchasing corporation, as the case may be, shall execute a
new  warrant  (in form and  substance  reasonably  satisfactory  to the  Holder)
providing  that the Holder shall have the right to exercise such new warrant and
upon such exercise to receive, in lieu of each share of Common Stock theretofore
issuable upon exercise of this Warrant,  the kind and amount of shares of stock,
other  securities,  money and property  receivable  upon such  reclassification,
change,  conversion or merger by a holder of one share of Common Stock. Such new
warrant shall provide for adjustments that shall be as nearly  equivalent as may
be practicable to the adjustments provided for in this Section 4. The provisions
of this  Section 4(a) shall  similarly  apply to  successive  reclassifications,
changes, mergers and transfers.

      (b) SUBDIVISIONS OR COMBINATION OF SHARES.  If the Corporation at any time
while this Warrant is outstanding  and unexpired  shall subdivide or combine its
Common Stock,  the Exercise Price and the number of Warrant  Shares  purchasable
hereunder shall be proportionately adjusted.

      (c) STOCK DIVIDENDS.  If the Corporation at any time while this Warrant is
outstanding  and unexpired shall pay a divided payable in shares of Common Stock
(except any  distribution  specifically  provided for in the foregoing  Sections
4(a) and (b)),  then the Exercise  Price shall be  adjusted,  from and after the
date of  determination  of  stockholders  entitled to receive  such  dividend or
distribution,  to that price  determined by  multiplying  the Exercise  Price in
effect  immediately  prior to such date of  determination  by a fraction (x) the
numerator  of which  shall  be the  total  number  of  shares  of  Common  Stock


                                       3
<PAGE>

outstanding  immediately  prior to such dividend or  distribution  (assuming the
conversion,   exchange   or  exercise   of  all  securities   convertible  into,
exchangeable  for or exercisable  for Common Stock),  and (y) the denominator of
which  shall  be  the  total  number  of  shares  of  Common  Stock  outstanding
immediately  after such  dividend  or  distribution  (assuming  the  conversion,
exchange or exercise of all securities  convertible  into,  exchangeable  for or
exercisable  for Common  Stock) and the  number of  Warrant  Shares  purchasable
hereunder shall be proportionately increased.

      (d) ISSUANCE OF COMMON  STOCK.  If at any time after the date hereof,  the
Corporation  issues  any  shares  of  Common  Stock or other  securities  of the
Corporation  convertible  into or  exchangeable  for Common  Stock  (other  than
Excluded  Stock,  as  hereinafter  defined)  without   consideration  or  for  a
consideration per share less than the Exercise Price in effect immediately prior
to the issuance of such Common Stock or other  securities  (as the case may be),
the Exercise  Price will be reduced  upon such  issuance to a price equal to the
consideration  (on a Common  Stock  equivalent  basis)  paid for such  shares of
Common Stock or other  securities (as the case may be) but the number of Warrant
Shares purchasable hereunder shall not be increased;  provided, however, that in
the case of the issuance of Common Stock for  consideration  in whole or in part
other  than  cash,  the  non-cash  consideration  shall be deemed to be the fair
market value thereof (as determined in good faith by the Corporation's  Board of
Directors),  irrespective  of any  accounting  treatment.  For purposes  hereof,
"Excluded  Stock"  shall  mean any  shares of Common  Stock or  options or other
rights  convertible or exercisable  for Common Stock issued by the  Corporation:
(i) under the circumstances contemplated by Section 4(b) or 4(c) hereof, (ii) to
employees,  officers,  directors,  consultants,  customers  and  vendors  to the
Corporation  pursuant to any  arrangement  approved by the Board of Directors of
the Corporation,  (iii) upon conversion of Series B Convertible  Preferred Stock
in  accordance  with the  terms  set forth in the  Certificate  of  Designations
relating thereto,  (iv) upon conversion of Series D Shares, (v) upon exercise of
the Warrants issued in connection with the issuance to the Corporation's  Series
C Preferred  Stock,  (vi) pursuant to the acquisition of another business entity
by the  Corporation by merger,  purchase of  substantially  all of the assets or
shares, or other reorganization  whereby the Corporation or its stockholders own
not less than a  majority  of the voting  power of the  surviving  or  successor
corporation,  (vii) to any bank or affiliate  thereof,  equipment  lessor,  real
property lessor,  collaborative partner, business counterpart,  licensor, vendor
or other  similar  entity in a transaction  not  primarily  for  capital-raising
purposes, and (viii) to any Strategic Investor. For purposes hereof,  "Strategic
Investor" shall mean any person (including any natural person, company,  limited
partnership,   general   partnership,   joint  stock  company,   joint  venture,
association,  trust,  bank trust company,  land trust,  business trust, or other
organization,  whether or not a legal  entity,  and any  government or agency or
political   subdivision   thereof)  who  has   significant   operations  in  the
Corporation's  industry  and  is  making  an  investment  in  the  Corporation's
securities for strategic, rather than exclusively financial, purposes.

      (e)  NO  IMPAIRMENT.  The  Corporation  will  not,  by  amendment  of  its
Certificate of  Incorporation or through any  reorganization,  recapitalization,
transfer  of  assets,  consolidation,  merger,  dissolution,  issue  or  sale of
securities or any other voluntary action,  avoid or seek to avoid the observance
or performance of any of the terms to be observed or performed  hereunder by the
Corporation,  but will at all times in good faith  assist in the carrying out of
all the provisions of this Section 4 and in the taking of all such action as may
be necessary or appropriate in order to protect the rights of the Holder against
impairment.




                                       4
<PAGE>

      (f) NOTICES OF RECORD DATE. In the event of any taking by the  Corporation
of a record of its stockholders for the purpose of determining  stockholders who
are entitled to receive  payment of any dividend (other than a cash dividend) or
other  distribution,  any right to subscribe for,  purchase or otherwise acquire
any share of any class or any other  securities  or property,  or to receive any
other right, or for the purpose of determining  stockholders who are entitled to
vote in connection with any proposed merger or  consolidation of the Corporation
with or into any other corporation, or any proposed sale, lease or conveyance of
all or  substantially  all of the  assets of the  Corporation,  or any  proposed
liquidation, dissolution or winding up of the Corporation, the Corporation shall
mail to the  Holder,  at least  twenty  (20)  days  prior to the date  specified
therein,  a notice  specifying  the date on which any such record is to be taken
for the  purpose of such  dividend,  distribution  or right,  and the amount and
character of such dividend, distribution or right.

      (g)  NOTICE  OF  ADJUSTMENTS.  Whenever  the  Exercise  Price or number of
Warrant Shares shall be adjusted pursuant to the provisions  hereof, the Company
shall within thirty (30) days of such adjustment deliver a certificate signed by
its chief financial  officer to the Holder setting forth, in reasonable  detail,
the event requiring the adjustment,  the amount of the adjustment, the method by
which such adjustment was calculated, and the Exercise Price after giving effect
to such adjustment.

5. FRACTIONAL  SHARES. No fractional shares of Common Stock shall be issued upon
exercise of this Warrant. Instead of any fractional shares of Common Stock which
would otherwise be issuable upon exercise of this Warrant, the Corporation shall
pay a cash adjustment in respect of such fractional  interest in an amount equal
to the then  current  market  price of a share of  Common  Stock  determined  by
reference to the closing  price,  regular way, of a share of Common Stock on the
trading day prior to the Exercise Date in question on the Nasdaq Stock Exchange,
or if the current market price is not determinable based on the foregoing, in an
amount equal to the fair market  value of a share of Common Stock as  determined
in good  faith by the  Corporation's  Board  of  Directors,  multiplied  by such
fractional  interest.  Fractional  interests shall not be entitled to dividends,
and the holders of fractional  interests  shall not be entitled to any rights as
stockholders of the Corporation in respect of such fractional interest.

6. SHARES TO BE FULLY PAID;  RESERVATION  OF SHARES;  LISTING.  The  Corporation
covenants and agrees that: (a) all shares of Common Stock issuable upon exercise
of the Warrant  will,  upon  issuance,  be original  issue shares fully paid and
nonassessable  and  free  from all  taxes,  claims,  liens,  charges  and  other
encumbrances  with  respect  to the issue  thereof;  (b)  without  limiting  the
generality of the  foregoing,  it will from time to time take all such action as
may be required to assure that the par value per share of Common  Stock shall at
all times be less than or equal to the  Exercise  Price;  (c)  during the period
within  which the rights  represented  by this  Warrant  may be  exercised,  the
Corporation  will at all times have  authorized  and reserved for the purpose of
issue  or  transfer  upon  exercise  of  the  Warrant  a  sufficient  number  of
original-issue  shares of its Common  Stock to provide  for the  exercise of all
Warrant Shares; (d) upon the exercise of this Warrant,  it will, at its expense,
promptly  notify each  securities  exchange on which any Common  Stock is at the
time  listed of such  issuance,  and  maintain a listing of all shares of Common
Stock from time to time  issuable upon the exercise of the Warrant to the extent
such shares can be listed.



                                       5
<PAGE>

7. LIMITATION OF LIABILITY.  No provision  hereof in the absence of the exercise
of the  Warrant  by the  Holder  and no  enumeration  herein  of the  rights  or
privileges  of the Holder  shall give rise to any  liability  on the part of the
Holder for the  Exercise  Price,  whether  such  liability  is  asserted  by the
Corporation or by any creditor of the Corporation.

8. REPLACEMENT OF WARRANT. On receipt of evidence reasonably satisfactory to the
Corporation of the loss,  theft,  destruction or mutilation of this Warrant and,
in the case of loss, theft or destruction, on delivery of an indemnity agreement
reasonably satisfactory in form and substance to the Corporation or, in the case
of mutilation, on surrender and cancellation of this Warrant, the Corporation at
its expense shall execute and deliver, in lieu of this Warrant, a new warrant of
like tenor and amount.

9. NOTICES. All notices and other  communications  hereunder shall be in writing
and shall be given to the person either  personally or by sending a copy thereof
by overnight delivery via United States express mail,  postage prepaid,  or by a
nationally  recognized courier service  guaranteeing next business day delivery,
charges prepaid,  to such party's  address.  All notices shall be deemed to have
been given to the person entitled  thereto one business day after deposited with
the U.S.  Postal  Service or courier  service for delivery to that person or, in
the case of hand delivery, when dispatched. If to the Corporation,  notice shall
be sent to 20250 Century Boulevard,  Suite 300, Germantown,  MD 20874. If to the
Holder,           notice           shall           be           sent          to
____________________________________________________________.   Notice   of  any
change in any such  address  shall also be given in the manner set forth  above.
Whenever  the giving of notice is  required,  the  giving of such  notice may be
waived by the party entitled to receive such notice.

10. AMENDMENTS.  Neither this  Warrant nor any  provision  hereof may be waived,
modified,  amended or terminated except by a writing duly executed by the Holder
and the  Company.  To the  extent  any  term or  other  provision  of any  other
indenture,  agreement or instrument by which any party hereto is bound conflicts
with this Warrant, this Warrant shall have precedence over such conflicting term
or provision.

11. REMEDIES.  The Corporation  stipulates that remedies at law of the Holder of
this  Warrant  in  the  event  of  any  default  or  threatened  default  by the
Corporation in the  performance  of or compliance  with any of the terms of this
Warrant  are  not  and  will  not  be  adequate,  and  that  such  terms  may be
specifically  enforced by a decree for the specific performance of any agreement
contained  herein or by an  injunction  against a violation  of any of the terms
hereof of  otherwise.  No remedy  conferred  in this  Warrant upon the Holder is
intended to be exclusive of any other remedy available to such Holder,  and each
and every such  remedy  shall be  cumulative  and shall be in  addition to every
other remedy conferred  herein or now or hereafter  existing at law or in equity
or by statute or otherwise.

12. GOVERNING LAW. This Agreement shall  be construed and enforced in accordance
with the laws of the State of  Delaware  and shall be binding  upon the  parties
hereto and their respective successors and assigns.

13. WAIVERS.  The failure of any party to insist upon strict  performance of any
of the terms or conditions of this Agreement will not constitute a waiver of any
of its rights hereunder.



                                       6
<PAGE>

14.   TAXES.

      (a) The  issuance  of  certificates  for  shares of Common  Stock upon the
exercise of the Warrant  shall be made without  charge to the Holder  exercising
any such  Warrant for any issue or stamp tax in respect of the  issuance of such
certificates,  and such certificates shall be issued in the respective names of,
or in such names as may be directed by, the Holder; provided,  however, that the
Corporation  shall not be required to pay any tax that may be payable in respect
of any transfer involved in the issuance and delivery of any such certificate in
a name other than that of the Holder and the  Corporation  shall not be required
to issue or deliver such certificates  unless or until the person requesting the
issuance  thereof shall have paid to the  Corporation  the amount of such tax or
shall have  established to the satisfaction of the Corporation that such tax has
been paid.

      (b) The  Corporation  covenants  that it will not withhold  United  States
withholding  taxes from  payments  to be made to the Holder if the Holder (i) is
organized under the laws of a jurisdiction  outside the United States,  and (ii)
provides the  Corporation,  prior to the time of payment,  with Internal Revenue
Service Form W-8ECI or other applicable form, certificate or document prescribed
by the Internal Revenue Service certifying as to such Holder's entitlement to an
exemption from any such withholding requirements.

      (c) The  Corporation  further  covenants that it will not withhold  United
States  withholding taxes from payments to be made to the Holder in excess of an
applicable  treaty rate under an income tax treaty between the United States and
the Holder's  country of tax residence if such Holder (i) is organized under the
laws of a  jurisdiction  outside  the  United  States,  and  (ii)  provides  the
Corporation,  prior to the time of payment,  with Internal  Revenue Service Form
W-8BEN or other  applicable  form,  certificate  or document  prescribed  by the
Internal Revenue Service certifying as to such Holder's entitlement to a reduced
rate of withholding under any such withholding requirements.

      (d) Neither  Section 14(a) nor Section 14(b) shall require the Corporation
to apply an exemption or reduced rate of  withholding  during any period when it
shall  have  received  notice  or  has  actual   knowledge  that  the  residence
information  previously provided on any applicable form, certificate or document
is incorrect and no corrected  form,  certificate  or document as applicable has
been provided to the Corporation.

15. NO VOTING  RIGHTS.  This Warrant  shall not entitle the Holder to any voting
rights or other  rights as a  stockholder  of the  Company  except as  expressly
provided or  contemplated in the Purchase  Agreement  and/or the other documents
delivered pursuant thereto.




                                       7
<PAGE>

      IN WITNESS WHEREOF, the Corporation has caused this Warrant to be executed
by its duly authorized officer and this Warrant to be dated ________ ___, 2001.

                                    V-ONE CORPORATION




                                    By:  __________________________
                                         Name:
                                         Title:




















                                       8
<PAGE>

                                                                      SCHEDULE 1

                                 EXERCISE FORM

                [To be executed only upon exercise of Warrant]


To:  V-ONE CORPORATION


      The undersigned irrevocably exercises Warrant W-2001-____ for the purchase
of  _______  shares  of  Common  Stock,  par value  $.001  per  share,  of V-ONE
Corporation  (the  "CORPORATION")  and hereby herewith makes payment of $_______
(such payment being in cash or by check payable to the order of the  Corporation
or by wire transfer of same-day  available  funds) all at the exercise price and
on the terms and  conditions  specified in the within  Warrant,  surrenders  the
within  Warrant  and all right,  title and  interest  therein  (except as to any
unexercised  Warrant  Shares) to the  Corporation and directs that the shares of
Common Stock  deliverable  upon the exercise of such  Warrant be  registered  or
placed in the name and at the address specified below and delivered thereto.

Date:  ________                           _________________________________
                                          (Signature of Owner)


                                          _________________________________

                                          _________________________________
                                          (Address)



<PAGE>


                                                                      SCHEDULE 2

                              FORM OF ASSIGNMENT

      FOR VALUE RECEIVED the undersigned registered Holder of the within Warrant
hereby sells, assigns, and transfers unto the Assignee(s) named below (including
the  undersigned  with respect to any Warrant Shares  constituting a part of the
Warrant not being assigned hereby) all of the right of the undersigned under the
within Warrant, with respect to the number of Warrant Shares set forth below:

<TABLE>
<CAPTION>


                                                              Social  security or
Names of Assignees           Address                          Other  I.D.  No. of     Warrant
------------------           -------                          Assignee(s)             Shares
                                                              -----------             ------
<S>                          <C>                              <C>                     <C>
--------------------------   ------------------------------   ---------------------   ------------------

--------------------------   ------------------------------   ---------------------   ------------------

--------------------------   ------------------------------   ---------------------   ------------------
</TABLE>



and does hereby irrevocably constitute and appoint _________________________ the
undersigned's  attorney to make such transfer on the books of V-ONE  Corporation
maintained for that purpose, with full power of substitution in the premises.


Date:  __________                         ___________________________________
                                          (Signature of Owner)


                                          ___________________________________

                                          ___________________________________
                                          (Address)