EXHIBIT 10.68


                                V-ONE CORPORATION

                        2001 EMPLOYEE STOCK PURCHASE PLAN

                             SUBSCRIPTION AGREEMENT

_____ Original Application Enrollment Date: __________

_____ Change of Beneficiary(ies)

1.  _____________________________________  hereby elects to  participate  in the
V-ONE  Corporation  2001  Employee  Stock  Purchase  Plan (the  "Employee  Stock
Purchase Plan") and subscribes to purchase shares of the Company's  Common Stock
in accordance with this  Subscription  Agreement and the Employee Stock Purchase
Plan.

2. I hereby  authorize  payroll  deductions  from each paycheck in the amount of
____% of my  Compensation  on each payday  (from 1 to 10%)  during the  Offering
Period in accordance  with the Employee Stock Purchase Plan (please note that no
fractional percentages are permitted).

3. I understand that the payroll deductions authorized under this Agreement will
be  accumulated  for the  purchase of shares of Common  Stock at the  applicable
Purchase Price determined in accordance with the Employee Stock Purchase Plan. I
understand  that if I do not withdraw from an Offering  Period,  any accumulated
payroll  deductions will be used to automatically  exercise my option.

4. I have  received a copy of the  complete  Employee  Stock  Purchase  Plan.  I
understand that my  participation  in the Employee Stock Purchase Plan is in all
respects  subject  to the terms of the Plan.  I  understand  that my  ability to
exercise the option under this Subscription  Agreement is subject to stockholder
approval of the Employee Stock Purchase Plan.

5. Shares  purchased  for me under the Employee  Stock  Purchase  Plan should be
issued  in  the   name(s)  of   (Employee   or   Employee   and  Spouse   only):
_______________________________________________________________________________.

6. I understand that if I dispose of any shares  purchased by me pursuant to the
Plan within 2 years  after the  Enrollment  Date (the first day of the  Offering
Period  during  which I purchased  such  shares),  I will be treated for federal
income  tax  purposes  as having  received  ordinary  income at the time of such
disposition  in an amount  equal to the excess of the fair  market  value of the
shares at the time such shares were  purchased by me over the price which I paid
for the shares.  I agree to notify the  Company in writing  within 30 days after


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the date of any  disposition  of shares and I will make  adequate  provision for
federal,  state or other tax withholding  obligations,  if any, which arise upon
the disposition of the Common Stock.  The Company may, but will not be obligated
to,  withhold from my compensation  the amount  necessary to meet any applicable
withholding  obligation including any withholding necessary to make available to
the  Company  any tax  deductions  or  benefits  attributable  to sale or  early
disposition of Common Stock by me. If I dispose of such shares at any time after
the expiration of the 2-year holding period, I understand that I will be treated
for federal  income tax purposes as having  received  income only at the time of
such disposition,  and that such income will be taxed as ordinary income only to
the extent of an amount equal to the lesser of (1) the excess of the fair market
value (as  defined  in the Plan) of the  shares at the time of such  disposition
over the  purchase  price which I paid for the shares,  or (2) the excess of the
fair market value (as defined in the Plan) of the shares on the first day of the
Offering  Period over the purchase price  applicable to my option as of the date
the option was granted.  The remainder of the gain,  if any,  recognized on such
disposition  will be  taxed as  capital  gain.  I  UNDERSTAND  THAT I AM  SOLELY
RESPONSIBLE FOR DETERMINING THE TAX CONSEQUENCES OF MY PARTICIPATION IN THE PLAN
AND THAT THE COMPANY HAS ADVISED ME TO CONSULT WITH MY PERSONAL TAX OR FINANCIAL
ADVISORS REGARDING SUCH CONSEQUENCES.

7. I hereby agree to be bound by the terms of the Employee  Stock Purchase Plan.
The  effectiveness  of  this   Subscription   Agreement  is  dependent  upon  my
eligibility to participate in the Employee Stock Purchase Plan.

8.  In  the  event  of  my  death,  I  hereby  designate  the  following  as  my
beneficiary(ies)  to receive all  payments  and shares due me under the Employee
Stock Purchase Plan:

NAME: (Please print)

______________________________________________________
(First) (Middle) (Last)


______________________________________________________
Relationship


______________________________________________________
(Address)


Employee's Social
Security Number:

______________________________________________________

Employee's Address:

______________________________________________________

______________________________________________________

______________________________________________________

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I UNDERSTAND THAT THIS SUBSCRIPTION  AGREEMENT SHALL REMAIN IN EFFECT THROUGHOUT
SUCCESSIVE OFFERING PERIODS UNLESS TERMINATED BY ME.


Dated: _______________                      Signature of Employee



                                            ____________________________________


Spouse's Signature (If beneficiary other than spouse)


__________________________________