AMENDMENT TO EMPLOYMENT AGREEMENT

      THIS AMENDMENT TO EMPLOYMENT AGREEMENT,  made and entered as of this 7 day
of NOVEMBER , 1997  ("Effective  Date"),  by and between  V-ONE  Corporation,  a
Delaware corporation with its principal executive offices at 20250 Century Blvd,
Suite 300,  Germantown,  Maryland 20874 ("Company"),  and CHARLES B. GRIFFIS, an
individual residing at 13010 BOSWELL COURT, POTOMAC, MD 20854, ("Employee");

      WHEREAS,  the Company wishes to assure itself of the continued services of
Employee for the period provided in this  Amendment,  and Employee is willing to
serve in the employ of the Company on a full-time basis for said period;

      WHEREAS,  the Company and Employee desire to set forth the amounts payable
and  benefits  to be  provided  by the  Company  to  Employee  in the event of a
termination of Employee's  employment  with the Company under the  circumstances
set forth  herein,  including  after the  happening  of a Change in Control  (as
defined herein); and

      WHEREAS, the parties intend that the provisions of this Agreement shall be
in lieu of  Employee's  right to make any claim or demand  with  respect  to any
presently existing or prospectively adopted severance policy of the Company;

      NOW, THEREFORE, in consideration of the mutual covenants herein contained,
the parties hereto hereby agree as follows:

      1. EMPLOYMENT.  The Company agrees to continue Employee in its employ, and
Employee agrees to remain in the employ of the Company, for the period stated in
Section 3 hereof and upon the other terms and conditions herein provided.

      2.    POSITION AND RESPONSIBILITIES.

      The Company employs Employee, and Employee agrees to serve, as SENIOR VICE
PRESIDENT  AND  CHIEF  FINANCIAL  OFFICER  of  the  Company  on  the  conditions
hereinafter set forth.  Employee agrees to perform such services consistent with
his position as SENIOR VICE PRESIDENT AND CHIEF FINANCIAL  OFFICER as shall from
time to time be assigned to him by the Company's Chief Executive Officer.

      3.    TERM AND DUTIES.

      (a)   TERM OF EMPLOYMENT. Provided that the Employee has been continuously
employed  by the  Company  through  the date  immediately  preceding a Change of
Control (as hereinafter defined), the term of the employee's employment shall be
extended  for a period of 12  months  from the date of the  Change  of  Control,
unless sooner terminated in accordance with the terms of this Amendment.

<PAGE>



      (b)   DUTIES. During the period of his employment hereunder by the Company
and except for illness, reasonable vacation periods having an aggregate duration
of not less than that provided pursuant to the Company's  practices in effect on
the Effective Date, and reasonable leaves of absence,  Employee shall devote all
his business time, attention,  skill, and efforts to the faithful performance of
his duties hereunder.

      (c)   HEADQUARTERS  LOCATION.  The Company  agrees to maintain  Employee's
offices  within  Montgomery  County in the State of Maryland  ("Base  Employment
Area").

      4.    COMPENSATION AND REIMBURSEMENT OF EXPENSES.

      (a)   COMPENSATION.

            (i)   For all services  rendered by Employee in any capacity  during
his  employment   under  this  Agreement  the  Company  shall  pay  Employee  as
compensation  (A) an annual salary  ("Base  Salary") and (B) such bonus for such
period,  if any, as may be awarded to Employee from time to time by the Board or
by a committee  designated by the Board.  Effective as of the Effective Date and
until adjusted in accordance  with the provisions  hereof,  Base Salary shall be
paid at the rate of not less than  $150,000.00  per year.  Such  bonus  shall be
based  on  results  of  operations,  special  contributions  made  by  Employee,
seniority,  competitive  conditions  in the Company's  industry,  and such other
factors as the Board (or a  committee  or  committees  designated  by the Board)
shall consider relevant.

            (ii)  Such salary shall be payable in accordance  with the customary
payroll practices of the Company,  but in no event less frequently than monthly,
and any such bonus  shall be payable in the manner  specified  by the Board,  or
committee of the Board, at the time any such bonus is awarded.

      (b)   REIMBURSEMENT  OF  EXPENSES.  The  Company  shall  pay or  reimburse
Employee,  in  accordance  with such  polices  and  procedures  as the Board may
establish  from time to time,  for all  reasonable  travel  and  other  expenses
incurred by Employee in the performance of his obligations under this Agreement.

      (c)   CONTINUATION  OF  STOCK  OPTIONS.   In  addition  to  the  foregoing
compensation,  the stock option  rights  granted to Employee  under the existing
employment  agreement  or at any  time  during  the  course  of  the  Employee's
employment, shall remain in full force and effect.

      5.    PARTICIPATION  IN BENEFIT PLANS.  The payments  provided for in this
Agreement,  except where specifically provided otherwise, are in addition to any
other  benefits to which  Employee may be, or may become,  entitled under any of

                                                                          Page 2

<PAGE>



the Company's group  hospitalization,  health,  dental,  care, and/or sick-leave
plans; life, other insurance and/or death benefit plans;  travel and/or accident
insurance plans;  deferred  compensation plans; capital  accumulation  programs;
restricted  income and/or stock purchase plans;  stock option plans;  retirement
income and/or pension plans;  supplemental  pension plans; excess benefit plans;
short- and  long-term  disability  programs;  and other present and future group
employee  benefit plans and programs for which Company  executives  are or shall
become eligible. Employee shall be eligible to receive, during the period of his
employment  under this Agreement and during any  subsequent  period for which he
shall be entitled to receive  payments  from the Company under Section 6, all of
the foregoing  benefits and  emoluments  for which  employees are eligible under
every such plan and program to the extent  permissible  under the general  terms
and provisions of such plans and programs and in accordance  with the provisions
thereof.  Nothing  contained  in this  Agreement  shall  prevent  the Board from
amending or otherwise altering any such plan, program, or arrangement as long as
such amendment or alteration  equitably  affects all the Company's  employees of
the level of vice president or above.

      6.    TERMINATION  OF  EMPLOYMENT.   Employee's   employment   under  this
Agreement may be terminated by the Company or Employee as follows:

      (a)   DISABILITY.

            (i)   If Employee  fails to perform his duties under this  Agreement
on account of Disability (as hereinafter  defined),  the Company may give notice
to Employee to terminate this Agreement on a date not less than thirty (30) days
thereafter  ("Notice  Period") and, if Employee has not resumed full performance
of his duties under this Agreement  within such Notice Period,  then  Employee's
employment  under this  Agreement  will  terminate  on the date  provided in the
notice ("Disability Termination Date").

            (ii)  During any period of  Disability,  the Company shall  maintain
and pay for health  insurance  benefits  for Employee at least equal to those he
had at the commencement of such Disability.

            (iii) As used in this Agreement,  the term  "Disability"  shall mean
the complete inability of Employee to perform his duties under this Agreement by
reason of his total and permanent  disability,  as determined by an  independent
physician selected with the approval of the Board and Employee.

      (b) DEATH.  If Employee  dies while  employed  under this  Agreement,  his
employment  under  this  Agreement  will  terminate  as of the date of his death
("Date of Death").  Within thirty (30) days after the Date of Death, the Company
shall pay to the Employee's legal representative  Employee's Base Salary as then

                                                                          Page 3

<PAGE>


in  effect  that has  accrued  to the last day of the month in which the Date of
Death occurs.

      (c)   TERMINATION  BY  EMPLOYEE.   In  the  event  that  (i)  the  Company
terminates  Employee's  employment  for any reason (other than because of death,
Disability,  or "just  cause"  (as  hereinafter  defined))  within  one (1) year
following a Change of Control (as hereinafter defined), (ii) Employee terminates
his employment with the Company because of the Company's material breach of this
Agreement,  (iii) Employee's Base Salary,  as in effect on the Effective Date or
as the  same may be  increased  from  time to  time,  is  reduced  (unless  such
reduction is  permitted  by this  Agreement),  or (iv) the  Company's  principal
executive  offices are relocated to a location  outside the Base Employment Area
or the Company  requires  Employee to be based anywhere other than the Company's
principal  executive  offices  (except  for  required  travel  on the  Company's
business) then:

                  (1)   the  Company  shall pay  Employee  within  ten (10) days
following the date his employment  with the company is so terminated  ("Employee
Termination  Date") as severance  pay a lump sum payment equal to the sum of (A)
the  aggregate  amount of the future Base Salary  payments  Employee  would have
received if he continued  in the employ of the Company  until twelve (12) months
following the Employee  Termination Date and (B) Employee's  projected bonus for
the year in which the Employee  Termination Date occurs, which shall be computed
assuming  that  Employee had remained in the  Company's  employ until the end of
that year and that all performance goals or other performance measures have been
met at the then  current  level for the  remainder  of that  year.  The  payment
required by clause (A) shall be  calculated  at the highest  rate of Base Salary
paid to Employee at any time under this Agreement with such payments  discounted
to present  value at a discount  rate  equal to one  percent  (1%) above the per
annum  one-year  Treasury Bill rate, as published in the Eastern  Edition of the
Wall Street  Journal,  on the Employee  Termination  Date (or the next preceding
date on which such rate is published),  applied to each such future payment from
the time it would have become payable to the date Employee receives payment, and

                  (2)   all unvested stock options  provided for under the terms
of the existing  employment  agreement  shall  immediately  vest on the Employee
Termination  Date and the exercise  period for such options shall be extended to
the latest date on which such options could have been  exercised if the Employee
had remained  employed by the Company  through the original  term as provided in
paragraph 3(a) above.


                                                                          Page 4

<PAGE>



No  termination  of  employment  pursuant to this Section 6(c) shall  operate to
prohibit  Employee from negotiating and entering into a new employment  contract
with the Company or such entity as survives the Change in Control.

      (d)   RETIREMENT.  Employee  shall be entitled to terminate his employment
with  the  Company  on,  or at any  date  after,  a date on which he is at least
sixty-five  (65) years old. Any date on which Employee elects to retire shall be
referred  to as the  "Retirement  Termination  Date." The  Company  shall pay to
Employee  his Base  Salary as then in effect that has accrued to the last day of
the month in which the Retirement Termination Date occurs.

      (e)   TERMINATION BY THE COMPANY FOR JUST CAUSE.

            (i)   The  Company may  terminate  Employee's  employment  for "just
      cause" at any time by giving written  notice thereof to Employee.  (Except
      as provide below,  the date of such notice is the "Just Cause  Termination
      Date" unless  otherwise  provided in the notice).  Within thirty (30) days
      after the Just Cause  Termination  Date, the Company shall pay to Employee
      his Base  Salary  as then in effect  that has  accrued  to the Just  Cause
      Termination  Date.  For the  purposes of this  subparagraph,  "just cause"
      shall mean termination because of Employee's personal dishonesty,  willful
      misconduct,   breach  of  fiduciary   duty  involving   personal   profit,
      intentional  failure to perform  stated duties,  willful  violation of any
      law,  rule  or  regulation  (other  than  traffic  violations  or  similar
      offenses),  or material breach of any provision of this Agreement.  Unless
      otherwise determined by the Board, Employee shall have no right to receive
      compensation  or other benefits  under this Agreement  after a termination
      for just cause.

            (ii)  Notwithstanding the foregoing, Employee shall not be deemed to
      have been  terminated  for just cause pursuant to this Section 6(e) unless
      and until he shall have  received a copy of a  resolution  duly adopted by
      the  affirmative  vote of a majority of the Board,  at a meeting  held for
      that purpose, declaring that in the good faith opinion of the Board one or
      more of the  conditions  set forth in clause (i) of this Section 6 (e) has
      occurred and specifying the particulars thereof.

      7.  CHANGE IN  CONTROL.  For  purposes  of this  Agreement,  a "Change  in
Control"  shall mean the  occurrence,  after the  Effective  Date, of any of the
following  events,   directly  or  indirectly  or  in  one  or  more  series  of
transactions:

            (i)   A consolidation  or merger of the Company with any third party
(which  includes a single  person or entity or a group of  persons  or  entities



                                                                          Page 5


<PAGE>



acting in concert) not wholly  owned  directly or  indirectly  by the Company (a
"Third  Party"),  unless  the  Company is the entity  surviving  such  merger or
consolidation;

            (ii)  A transfer  of all or  substantially  all of the assets of the
Company  to a Third  Party  or a  complete  liquidation  or  dissolution  of the
Company;

            (iii) A Third Party  (other than James F. Chen and his  affiliates),
directly or indirectly,  through one or more  subsidiaries  or  transactions  or
acting in concert with one or more persons or entities:

                  (A)  acquires  beneficial  ownership  of more  than 20% of the
classes of stock of the Company  entitled to vote  generally  in the election of
directors of the Company ("Voting Stock");

                  (B)  acquires  irrevocable proxies  representing more than 20%
of the Voting Stock;

                  (C)  acquires  any  combination  of  beneficial  ownership  of
Voting Stock and irrevocable  proxies  representing  more than 20% of the Voting
Stock;

                  (D)  acquires the ability to directly or indirectly exercise a
controlling influence over the management or policies of the Company;

                  (E)  becomes the Chief Executive Officer or holds a comparable
management position.

            (iv)  any  election has occurred of persons to the Board that causes
a majority  of the Board to consist of persons  other than (A)  persons who were
members of the Board on the Effective Date and/or (B) persons who were nominated
for  election as members of the Board by the Board (or a committee of the Board)
at a time when the  majority of the Board (or of such  committee)  consisted  of
persons  who were  members  of the  Board  (or a  committee  of the Board on the
Effective Date;  PROVIDED,  HOWEVER,  that any persons nominated for election by
the Board (or a committee of themselves  nominated by such Board (or a committee
of such  Board),  shall for this  purpose be deemed to have been  nominated by a
Board composed of persons described in clause (A); or

            (v)   A  determination  is  made  by  the  Securities  and  Exchange
Commission  ("SEC") or any similar  agency  having  regulatory  control over the
Company  that a  Change  in  Control,  as  defined  in the  securities  laws  or
regulations then applicable to the Company, has occurred.

Notwithstanding  any provision  contained  herein, a Change in Control shall not
include  any of the above  described  events  if they are the  result of a Third
Party's inadvertently acquiring beneficial ownership or irrevocable proxies or a

                                                                          Page 6

<PAGE>



combination  of both for 20% or more the Voting  Stock,  and the Third  Party as
promptly as practicable  thereafter  divests  itself of beneficial  ownership or
irrevocable proxies for a sufficient number of shares so that the Third Party no
longer has beneficial  ownership or irrevocable proxies or a combination of both
for 20% or more of the Voting Stock.

      8.    EXCISE TAX.

      (a)   EXCESS PARACHUTE PAYMENT.  Notwithstanding  anything to the contrary
in this  Agreement,  if tax counsel  selected by the Company and  acceptable  to
Employee  determines  that any portion of any payment by the Company to Employee
under  this  Agreement  or  otherwise  would  constitute  an  "excess  parachute
payment,"  then the  payments to be made to  Employee  by the  Company  shall be
reduced such that the value of the aggregate  payments that Employee is entitled
to receive under this Agreement and any other agreement,  plan or program of the
Company  shall be one dollar  ($1.00)  less than the maximum  amount of payments
that Employee may receive without becoming subject to the tax imposed by Section
4999 of the Code;  PROVIDED,  HOWEVER,  that the foregoing  limitation shall not
apply in the  event  that  such tax  counsel  determines  that the  benefits  to
Employee on an after-tax basis (i.e., after federal, state, and local income and
excise  taxes) if such  limitation  is not applied  would  exceed the  after-tax
benefits to Employee if such limitation is applied.

      (b)   THE COMPANY NOT RESPONSIBLE FOR EXCISE TAX. If the Internal  Revenue
Service  assesses an excise tax against  Employee  pursuant to Sections 280G and
4999 of the Code,  the Company  shall be under no  obligation  to Employee  with
respect  to the  amount of (i) the  excise  tax or (ii) any  additional  federal
income tax due from and  payable by Employee as the result of his receipt of any
payment hereunder or otherwise.

      9.    COVENANT NOT TO COMPETE.  Employee  covenants  and agrees  that,  in
consideration  of the amounts to be paid  Employee  hereunder and other good and
valuable  consideration,  for a period of two (2) years  beyond  the  Retirement
Termination Date or the Just Cause Termination Date (each a "Termination Date"),
Employee shall not be employed as an executive  officer of, control,  manage, or
otherwise  participate  in the  management  of the  business  of a  "significant
competitor" of the Company.  The term  "significant  competitor"  shall mean any
company  or  division  of a  company  that,  on the  date of its  employment  of
Employee,  derives more than 50% of its gross  revenues  from  network  security
products and/or  services,  or a company that owns or controls a majority of the
voting  securities of any such company.  The Company and Employee agree that the
terms and  conditions  of this Section 9 shall survive the  termination  of this
Agreement following the Termination Date.

                                                                          Page 7

<PAGE>



      10.   CONFIDENTIAL INFORMATION.

      (a)   Employee shall not,  directly or indirectly,  during the term of his
employment  hereunder and at any time after a termination  of his employment for
any reason,  to the  detriment  of the  Company,  knowingly  divulge,  disclose,
disseminate, publish, reveal or otherwise communicate to any unauthorized person
any Confidential Information relating to the Company, the Company's subsidiaries
or affiliates, or to any of the businesses operated by any of them.

      (b)   Employee  confirms that  Confidential  Information  constitutes  the
exclusive property of the Company and the Company's subsidiaries and affiliates.
Upon a termination of his employment hereunder, Employee will promptly return to
the Company all Materials  (whether prepared by Employee or others)  containing,
constituting,  embodying or illustrating Confidential Information, and all other
property of the Company or of the Company's  subsidiaries and affiliates then in
his possession or custody.

      (c)   As used in this  Section  10 the  following  terms  shall  have  the
following meanings:

            (i)   the  term   "Confidential   Information"   means   information
disclosed  to Employee or known to Employee as a  consequence  of or through his
employment  by the Company and not generally  known in the  Company's  industry.
Such information  includes,  but is not limited to, information  relating to the
Company's products,  research,  development,  accounting,  finances,  marketing,
merchandising  and selling,  and  specifically  includes  future business plans,
client  lists,  lists of current  and  prospective  employees  and  consultants,
potential  acquisition  candidates,  and  training  and  operating  methods  and
techniques.  The term  "Confidential  Information" does not include  information
that (A) at the time it was received by Employee was generally  available to the
public;  (B) prior to its use by Employee,  becomes  generally  available to the
public  through no act or failure of  Employee;  or (C) is  received by Employee
from a  person  who is not a party  to this  Agreement  and who is not  under an
obligation of confidence with respect to such information.

            (ii)  "Materials" includes, but is not limited to, books, notebooks,
documents,  records,  photographs,  films,  video tapes,  audio tape recordings,
computer disks, diskettes or other electronic or optical storage media, software
and support materials, and similar or other materials.

      (d)   Employee shall not otherwise knowingly act or conduct himself (i) to
the  material  detriment  of  the  Company  or  the  Company's  subsidiaries  or
affiliates,  or (ii) in a manner that is  inimical or contrary to the  interests
thereof.

                                                                          Page 8

<PAGE>


      (e)   The Company and Employee  agree that the  provisions of this Section
10 shall survive the termination of this Agreement for any reason whatsoever.

      11.   GENERAL PROVISIONS.

      (a)   ENTIRE  AGREEMENT.  This  Amendment,  together  with the  employment
agreement  existing between the parties  immediately prior to the Effective Date
(as  amended  herein),  contains  the entire  understanding  between the parties
hereto with respect to the employment of Employee.

      (b)   CONSOLIDATION,  MERGER, OR SALE OF ASSETS. Nothing in this Agreement
shall  preclude  the Company  from  consolidating  or merging  into or with,  or
transferring all or substantially  all of its assets to, another  corporation or
corporations;  PROVIDED,  HOWEVER,  that such consolidation,  merger or transfer
shall not affect  Employee's  rights  under  Section  6(c)  hereof.  Upon such a
consolidation,  merger,  or  transfer  of assets and  assumption,  the term "the
Company", as used herein, shall mean such other corporation or corporations, and
this  Agreement  shall  continue  in  full  force  and  effect  and  such  other
corporation or  corporations  shall be liable for all payments to Employee under
the Agreement.

      (c)   NO DUTY TO MITIGATE.  Employee shall not be required to mitigate the
amount of any payment provided for in this Agreement by seeking other employment
or otherwise,  nor shall any amounts received from other employment or otherwise
by Employee offset in any manner the obligations of the Company hereunder.

      (d)   NONASSIGNABILITY.  Neither  this  Agreement  nor any right,  remedy,
obligation or liability  arising  hereunder or by reason hereof is assignable by
Employee,  his  beneficiaries,  or legal  representatives  without the Company's
prior written consent;  PROVIDED,  HOWEVER,  that nothing in this Section 11 (d)
shall  preclude (i)  Employee  from  designating  a  beneficiary  to receive any
benefit payable hereunder upon his death, or (ii) the executors, administrators,
or other legal  representatives  of Employee  or his estate from  assigning  any
rights hereunder to the person or persons entitled thereto.

      (e)   NO  ATTACHMENT.  Except  as  required  by law,  no right to  receive
payments under this  Agreement  shall be subject to  anticipation,  commutation,
alienation, sale, assignment,  encumbrance,  charge, pledge, or hypothecation or
the execution,  attachment,  levy, or similar process or assignment by operation
of law. Any attempt,  voluntary or involuntary,  to effect any such action shall
be null, void and of no effect.

      (f)   GENERAL CREDITOR. All payments required hereunder shall be made from
the Company's  general assets and Employee shall have no rights greater than the
rights of a general creditor of the Company.

                                                                          Page 9

<PAGE>


      (g)   NOTICES. All notices and other communications  required or permitted
to be given under this Agreement shall be in writing and shall be deemed to have
been duly  given if  delivered  personally  or sent by  certified  mail,  return
receipt requested, first-class postage prepaid, to the parties to this Agreement
at the following addresses:

            (i)  if to the Company at:
                  V-ONE CORPORATION
                  20250 Century Boulevard
                  Suite 300
                  Germantown, Maryland  20874

                  and

            (ii)  if to  Employee  at the  address  set forth at the end of this
                  Agreement

or to such  other  address  as either  party to this  Agreement  shall have last
designated  by notice to the other party.  All such  notices and  communications
shall be deemed to have been  received  on the earlier of the date of receipt or
the third business day after the date of mailing thereof.

      (h)   BINDING EFFECT;  BENEFITS.  This Agreement shall be binding upon and
inure to the  benefit of the  parties  to this  Agreement  and their  respective
successors and permitted assigns. Nothing in this Agreement, express or implied,
is intended or shall be construed to give any person,  other than the parties to
this Agreement or their respective successors or permitted assigns, any legal or
equitable  right,  remedy,  or claim under or in respect of any agreement or any
provision contained herein.

      (i)  DISPUTE  RESOLUTION.  Any  controversy  or  claim  arising  out of or
relating to this Agreement or the breach thereof shall be settled by arbitration
in  accordance  with  the  then  existing  Commercial  Arbitration  Rules of the
American  Arbitration  Association  ("AAA").  A request for arbitration shall be
filed in the AAA office  closest to the  Company  and the  arbitration  shall be
conducted in Montgomery County, Maryland.

            (ii) The  parties  irrevocably  consent to the  jurisdiction  of the
Federal  and state  courts  located  in the State of  Maryland  for any  purpose
relating to this agreement.

            (iii) The arbitrator(s) may, in the course of the proceedings, order
any provisional remedy or conservatory  measure (including,  without limitation,
attachment,  preliminary injunction,  or the deposit of specified security) that
the arbitrator(s) consider to be necessary,  just, and equitable. The failure of
a party to  comply  with  such an  interim  order  may,  after  due  notice  and
opportunity to cure such  noncompliance,  be treated by the  arbitrator(s)  as a
default,  and some or all of the claims or defenses of the defaulting  party may

                                                                         Page 10

<PAGE>



be stricken  and  partial or final  award  entered  against  such party,  or the
arbitrator(s) may impose such lesser sanctions as may be deemed  appropriate.  A
request  for  interim or  provisional  relief by a party to a court shall not be
deemed  incompatible  with  the  agreement  to  arbitrate  or a  waiver  of that
agreement.

            (iv) The  parties  acknowledge  that any remedy at law for breach of
this Agreement may be inadequate, and that, in the event of a breach of Sections
9 and 10 by  Employee,  any remedy at law would be  inadequate  in that any such
breach would cause irreparable competitive harm to the Company. Consequently, in
addition  to any  other  relief  that may be  available,  either  party may seek
temporary  and  permanent  injunctive  relief,  including,  without  limitation,
specific  performance,  without the  necessity of the  prevailing  party proving
actual damages and without regard to the adequacy of any remedy at law.

            (v) In the event Employee is the prevailing party in any arbitration
or court  proceeding,  then Employee shall be entitled to  reimbursement  by the
Company  for all  reasonable  legal and  other  professional  fees and  expenses
incurred by Employee in such  proceeding  or in enforcing  any award,  including
reasonable attorneys' fees.

      (j)   WAIVER.  Either party hereto may by written  notice to the other (i)
extend the time for the  performance of any of the  obligations or other actions
of the  other  under  this  Agreement;  (ii)  waive  compliance  with any of the
conditions  or covenants of the other  contained  in this  Agreement;  and (iii)
waive or modify  performance  of any of the  obligations of the other under this
Agreement.  Except as  provided  in the  preceding  sentence,  no  action  taken
pursuant to this Agreement,  including, without limitation, any investigation by
or on behalf of any party,  shall be deemed to  constitute a waiver by the party
taking such action of compliance with any representation, warranty, covenant, or
agreement  contained  herein.  The waiver by any party hereto of a breach of any
provision of this Agreement shall not operate or be construed as a waiver of any
preceding or succeeding  breach,  and no failure by either party to exercise any
right or privilege  hereunder shall be deemed a waiver of such party's rights or
privileges  hereunder  or shall be  deemed a waiver  of such  party's  rights to
exercise that right or privilege at any subsequent time or times hereunder.

      (k)   AMENDMENT. This Agreement may be terminated,  amended,  modified, or
supplemented only by a written instrument executed by Employee and the Company.

      (l)   GOVERNING LAW. This Agreement  shall be governed by and construed in
accordance  with the law of the State of  Maryland,  regardless  of the law that
might be applied under principles of conflict of laws; PROVIDED,  HOWEVER,  that

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any arbitration under Section 11(i) hereof shall be conducted in accordance with
the United States Arbitration Act as then in force.

      (m)   SECTION AND OTHER HEADINGS. The section and other headings contained
in this  Agreement  are for  reference  purposes  only and shall not  affect the
meaning or interpretation of this Agreement.

      (n)   WITHHOLDING OF TAXES. The Company may withhold from amounts required
to be paid to Employee hereunder any applicable federal, state, local, and other
taxes with respect thereto;  PROVIDED,  HOWEVER, that the Company shall promptly
pay over the amounts so withheld to the appropriate taxing bodies and provide to
executive  appropriate  statements on forms  proscribed for such purposes on the
amounts so withheld.

      (o)   SEVERABILITY. If, for any reason, any provision of this Agreement is
held  invalid,  such  invalidity  shall not affect any other  provision  of this
Agreement not held so invalid,  and each such other provision shall, to the full
extent  consistent with law, continue in full force and effect. If any provision
of this Agreement shall be held invalid in part, such invalidity shall in no way
affect the rest of such  provisions  not held so  invalid,  and the rest of such
provision,  together with all other  provisions of this Agreement,  shall to the
full extent consistent with law continue in full force and effect.

      (p)   COUNTERPARTS.  This  Agreement  may be  executed  in any  number  of
counterparts,  each of which shall be deemed to be an original  and all of which
together shall be deemed to be one and the same instrument.

      IN WITNESS  WHEREOF,  the Company has caused this Agreement to be executed
and its seal to be affixed  hereunto by its officers  thereunto duly authorized,
and Employee has signed this Agreement, all as of the Effective Date.

ATTEST:                                   V-ONE CORPORATION




/s/ Edward V. Curry                       By: /s/ James F. Chen
-------------------------------              ---------------------------------

(Corporate Seal)


WITNESS:                                  Employee:




/s/ Lisa M. Albrecht                      /s/ Charles B. Griffis
--------------------------------          ------------------------------------


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