EXHIBIT 10.67

                              V-ONE CORPORATION
                      2001 EMPLOYEE STOCK PURCHASE PLAN

1.    PURPOSE.  The  purpose  of  the  Plan  is to  provide  employees  of  the
Company with an  opportunity  to purchase  Common Stock of the Company  through
accumulated  payroll  deductions.  It is the  intention  of the Company to have
the Plan  qualify as an "Employee  Stock  Purchase  Plan" under  Section 423 of
the Internal  Revenue Code of 1986,  as amended.  The  provisions  of the Plan,
accordingly,  shall be construed so as to extend and limit  participation  in a
manner consistent with the requirements of that section of the Code.

2.    DEFINITIONS.

       (a)  "Board" shall mean the Board of Directors of the Company.

       (b)  "Code" shall mean the Internal Revenue Code of 1986, as amended.

       (c)  "Common  Stock"  shall mean the common  stock,  par value $.001 per
share, of the Company.

       (d)  "Company" shall mean V-ONE Corporation, a Delaware corporation.

       (e)  "Compensation"  shall  mean  the  base  compensation  paid  by  the
Company  in  accordance  with  the  terms  of  employment,  including  overtime,
commissions  and any elective  deferrals  that are excluded  from an  Employee's
compensation  under Sections 125 and 401(k) of the Code, but excluding  bonus or
other incentive  payments,  expense  allowances and reimbursements and any other
cash or non-cash fringe benefits, whether taxable or nontaxable.

       (f)  "Employee"  shall mean any individual who is reported by the Company
as an employee subject to payroll tax withholding and whose customary employment
with the  Company is at least  twenty (20) hours per week.  For  purposes of the
Plan, the employment  relationship  shall be treated as continuing  intact while
the  individual  is on sick  leave or other  leave of  absence  approved  by the
Company. Where the period of leave exceeds 90 days and the individual's right to
reemployment is not guaranteed either by statute or by contract,  the employment
relationship  shall be deemed to have  terminated on the 91st day of such leave.
In the event that the Company, a court or administrative agency later determines
that an individual who is not reported on the payroll  records of the Company as
an employee  subject to payroll tax  withholding  should be  reclassified  as an
employee  subject to  payroll  tax  withholding,  such  individual  shall not be
eligible  to  participate  in the Plan as of any date  prior to the date of such
determination.

       (g)  "Enrollment  Date"  shall  mean  the  first  day of  each  Offering
Period.


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       (h)  "Exercise Date" shall mean the last day of each Offering Period.

       (i)  "Fair  Market  Value"  shall  mean,  as of any  date,  the value of
Common Stock determined as follows:

            (1)    If the  Common  Stock  is  listed  on any  established  stock
                   exchange  or a  national  market  system,  including  without
                   limitation the NASDAQ  National Market or The NASDAQ SmallCap
                   Market of The NASDAQ  Stock  Market,  its Fair  Market  Value
                   shall be the  closing  sales  price  for such  stock  (or the
                   closing  bid,  if no sales were  reported)  as quoted on such
                   exchange  or system for the last  market  trading  day on the
                   date of such  determination,  as  reported in The Wall Street
                   Journal or such other source as the Board deems reliable, or;

            (2)    If the  Common  Stock is  regularly  quoted  by a  recognized
                   securities  dealer but selling  prices are not reported,  its
                   Fair  Market  Value  shall be the mean of the closing bid and
                   asked  prices  for  the  Common  Stock  on the  date  of such
                   determination, as reported in The Wall Street Journal or such
                   other source as the Board deems reliable, or;

            (3)    In the absence of an established market for the Common Stock,
                   the Fair Market Value  thereof  shall be  determined  in good
                   faith by the Board.

       (j)  "Offering  Period"  shall mean a period of  approximately  three (3)
months  during which an option  granted  pursuant to the Plan may be  exercised,
commencing on the first Trading Day on or after January 1 and terminating on the
last Trading Day in the period ending the following March 31,  commencing on the
first Trading Day on or after April 1 and terminating on the last Trading Day in
the period ending the following June 30,  commencing on the first Trading Day on
or after July 1 and terminating on the last Trading Day in the period ending the
following  September  30, and  commencing  on the first  Trading Day on or after
October 1 and  terminating  on the last  Trading  Day in the  period  ending the
following December 31; PROVIDED,  HOWEVER,  that the first Offering Period under
the Plan shall  commence with the first Trading Day on or after July 1, 2001 and
ending on the last Trading Day on or before  September 30, 2001. The duration of
Offering Periods may be changed pursuant to Section 4 of this Plan.

       (k) "Participant"  shall mean any Employee who is eligible to participate
in the Plan  pursuant  to Section 3 and has elected to  participate  in the Plan
pursuant to Section 5 or who has any outstanding stock or cash balance in his or
her account under the Plan.

       (l) "Plan" shall mean this  Employee  Stock  Purchase  Plan, as it may be
amended from time to time.

       (m) "Purchase Price" shall mean an amount determined in the discretion of
the Board,  but shall not in any event be less than 85% of the Fair Market Value
of a share of  Common  Stock on the  Enrollment  Date or on the  Exercise  Date,
whichever is lower;  PROVIDED,  HOWEVER, that the Purchase Price may be adjusted
by the Board pursuant to Section 19.


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       (n) "Reserves" shall mean the number of shares of Common Stock covered by
each option under the Plan which have not yet been  exercised  and the number of
shares of Common Stock which have been  authorized  for issuance  under the Plan
but not yet placed under option.

       (o) "Subsidiary" shall mean a corporation,  domestic or foreign, of which
not less than 50% of the voting  shares are held by the Company or a Subsidiary,
whether or not such corporation now exists or is hereafter organized or acquired
by the Company or a Subsidiary.

       (p)  "Trading Day" shall mean a day on which  national  stock  exchanges
and the NASDAQ System are open for trading.

3.    ELIGIBILITY.

      3.1  Any  Employee  who  shall  be  employed  by  the  Company  on a given
Enrollment Date shall be eligible to participate in the Plan.

      3.2  Any  provisions  of the  Plan  to the  contrary  notwithstanding,  no
Employee  shall  be  granted  an  option  under  the  Plan to the  extent  that,
immediately  after the grant,  such  Employee  (or any other  person whose stock
would be  attributed to such  Employee  pursuant to Section  424(d) of the Code)
would own  capital  stock of the  Company  and/or  hold  outstanding  options to
purchase such stock  possessing  five percent (5%) or more of the total combined
voting  power or value of all classes of the capital  stock of the Company or of
any Subsidiary.

4.    OFFERING PERIODS.  The Plan shall be implemented  by consecutive  Offering
Periods with a new Offering  Period  commencing  on the first  Trading Day on or
after January 1, April 1, July 1, and October 1 each year, or on such other date
as the Board shall  determine,  and continuing  thereafter  until  terminated in
accordance with Section 19 hereof;  PROVIDED,  HOWEVER,  that the first Offering
Period under the Plan shall commence with the first Trading Day on or after July
1, 2001 and end on the last Trading Day on or before  September  30,  2001.  The
Board shall have the power to change the duration of Offering Periods (including
the  commencement  dates  thereof)  with  respect  to future  offerings  without
stockholder approval if such change is announced at least five (5) days prior to
the scheduled beginning of the first Offering Period to be affected thereafter.

5.    PARTICIPATION.

      5.1  An  eligible  Employee  may  become  a  Participant  in the  Plan  by
completing a subscription  agreement  authorizing  payroll  deductions in a form
provided  by the Company in  substantially  the form of  subscription  agreement
attached  as  Exhibit A to this Plan and  filing it with the  Company's  payroll
office  within a period of time  prior to the  applicable  Enrollment  Date,  as
designated by the Company in its discretion.

      5.2  Subject to Section 6.3,  payroll  deductions for a Participant  shall
commence on the first payroll following the Enrollment Date and shall end on the
last payroll in the Offering Period to which such  authorization  is applicable,
unless sooner terminated by the Participant as provided in Section 10.


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6.    PAYROLL DEDUCTIONS.

      6.1 Subject to  the  limitations  of Section 7, at the time a  Participant
files his or her subscription  agreement,  he or she shall elect to have payroll
deductions  made on each  payday  during  the  Offering  Period in an amount not
exceeding ten percent (10%) of the Participant's  Compensation  received on each
payday during the Offering Period.

      6.2 All  payroll  deductions  made for a Participant  shall be credited to
his or her account  under the Plan and shall be  withheld  in whole  percentages
only. A Participant may not make any additional  payments into such account.  No
interest shall accrue on the payroll deductions of a Participant in the Plan.

      6.3 Notwithstanding  the foregoing, to the extent necessary to comply with
Section 423(b)(8) of the Code and Section 7 of the Plan, a Participant's payroll
deductions  may be decreased to zero percent (0%) at any time during an Offering
Period.  Payroll  deductions  shall  recommence  at the  rate  provided  in such
Participant's  subscription  agreement at the  beginning  of the first  Offering
Period  which  is  scheduled  to end  in the  following  calendar  year,  unless
terminated by the Participant as provided in Section 10.

      6.4 At  the time the option is  exercised,  in whole or in part, or at the
time some or all of the Company's Common Stock issued under the Plan is disposed
of, the  Participant  must make adequate  provision  for the Company's  federal,
state,  or other tax  withholding  obligations,  if any,  which  arise  upon the
exercise of the option or the  disposition of the Common Stock. At any time, the
Company may,  but shall not be obligated  to,  withhold  from the  Participant's
Compensation  or  other  pay  the  amount  necessary  for  the  Company  to meet
applicable withholding  obligations,  including any withholding required to make
available to the Company any tax deductions or benefits  attributable to sale or
early  disposition of Common Stock by the Employee.

7.    GRANT  OF  OPTION.  On  the Enrollment  Date of each Offering Period, each
eligible  Employee  participating  in such  Offering  Period shall be granted an
option  to  purchase  on the  Exercise  Date of  such  Offering  Period  (at the
applicable  Purchase  Price) up to a number of  shares of the  Company's  Common
Stock  determined by dividing such  Employee's  payroll  deductions  accumulated
prior to such Exercise Date and retained in the Participant's  account as of the
Exercise Date by the applicable Purchase Price;  PROVIDED,  HOWEVER, that (i) no
Employee  shall be  permitted to purchase  during any Offering  Period more than
6,250 shares of Common Stock (subject to any adjustment pursuant to Section 18);
(ii) no  Employee  shall be  granted an option  permitting  his or her rights to
purchase Common Stock under all employee stock purchase plans of the Company and
its Subsidiaries to accrue at a rate which exceeds twenty-five  thousand dollars
($25,000) of the Fair Market Value of the Common Stock  (determined  at the time
such  option  is  granted)  for each  calendar  year in  which  such  option  is
outstanding  at any time;  and (iii) that any purchase of Common Stock under the
Plan shall be subject to the limitations  set forth in Section 3.2.  Exercise of
the option  shall occur as provided  in Section 8,  unless the  Participant  has
withdrawn  from  participation  in the Plan  pursuant  to Section 10. The Option
shall expire on the last day of the Offering Period.


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8.    EXERCISE  OF OPTION.  Unless  a  Participant  withdraws  from  the Plan as
provided  in Section 10, his or her option for the  purchase of shares  shall be
exercised  automatically  on the Exercise  Date,  and the maximum number of full
shares  subject to such option shall be purchased  for that  Participant  at the
applicable  Purchase Price with the accumulated payroll deductions in his or her
account.  No  fractional  shares  shall be  purchased;  any  payroll  deductions
accumulated  in a  Participant's  account which are not sufficient to purchase a
full share  shall be retained in the  Participant's  account for the  subsequent
Offering Period, subject to earlier withdrawal by the Participant as provided in
Section 10. Any other  monies  left over in a  Participant's  account  after the
Exercise  Date shall be  returned  to the  Participant.  During a  Participant's
lifetime,  a Participant's  option to purchase  shares  hereunder is exercisable
only by him or her.

9.    DELIVERY.  As  promptly as  practicable after  each Exercise Date on which
a purchase of shares  occurs,  the Company  shall  arrange the  delivery to each
Participant,  as appropriate,  the shares  purchased upon exercise of his or her
option.  Shares  to be  delivered  to a  Participant  under  the  Plan  shall be
registered in the name of the  Participant or in the name of the Participant and
his or her spouse.  The Company may permit or require  that shares be  deposited
directly with a broker designated by the Company or to a designated agent of the
Company,  and the Company may utilize  electronic or automated  methods of share
transfer.  The Company may require  that shares be retained  with such broker or
agent for a designated  period of time and/or may establish other  procedures to
permit tracking of  disqualifying  dispositions  of such shares.  No Participant
shall have any voting,  dividend,  or other  stockholder  rights with respect to
shares  subject to any option granted under the Plan until the shares subject to
the option have been  purchased and delivered to the  Participant as provided in
this Section 9.

10.   WITHDRAWAL.

      10.1  A Participant  may withdraw all but not less than all of the payroll
deductions  credited to his or her  account and not yet used to exercise  his or
her option  under the Plan at any time on or before  fifteen  (15) days prior to
the Exercise Date of the applicable  Offering Period by giving written notice to
the Company in a form provided by the Company and  substantially  in the form of
notice  attached  as Exhibit B to this Plan.  All of the  Participant's  payroll
deductions  credited to his or her account shall be paid to such  Participant as
soon as  administratively  practicable after receipt of notice of withdrawal and
such  Participant's  option  for the  Offering  Period  shall  be  automatically
terminated,  and no further payroll  deductions for the purchase of shares shall
be made for such Offering  Period.  If a Participant  withdraws from an Offering
Period,  payroll  deductions shall not resume at the beginning of the succeeding
Offering  Period  unless  the   Participant   delivers  to  the  Company  a  new
subscription agreement.

      10.2  A  Participant's  withdrawal  from an Offering Period shall not have
any effect upon his or her  eligibility to participate in any similar plan which
may hereafter be adopted by the Company or in succeeding  Offering Periods which
commence after the termination of the Offering Period from which the Participant
withdraws.

11.   TERMINATION  OF EMPLOYMENT  OR  LOSS  OF  ELIGIBILITY.  If  a  Participant
terminates  employment  with the  Company  for any  reason  or  ceases  to be an
eligible  Employee for any reason,  he or she shall be deemed to have elected to
withdraw from the Plan and the payroll deductions credited to such Participant's

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account during the Offering Period but not yet used to exercise the option shall
be  returned  to such  Participant  or, in the case of his or her death,  to the
person or persons  entitled  thereto  under  Section 14, and such  Participant's
option  shall  be  automatically   terminated.   Notwithstanding  the  preceding
sentence, a Participant who receives payment in lieu of notice of termination of
employment   shall  be  treated  as   continuing  to  be  an  Employee  for  the
Participant's customary number of hours per week of employment during the period
in which the Participant is subject to such payment in lieu of notice.

12.   STOCK. Subject to adjustment upon changes in capitalization of the Company
as provided in Section 18, the maximum number of shares of the Company's  Common
Stock which shall be made  available  for sale under the Plan shall be 2,500,000
shares. If, on a given Exercise Date, the number of shares with respect to which
options are to be exercised  exceeds the number of shares then  available  under
the Plan, the Company shall make a pro rata  allocation of the shares  remaining
available for purchase in as uniform a manner as shall be practicable  and as it
shall  determine  to  be  equitable.

13.   ADMINISTRATION. The Plan shall be administered by the Board or a committee
of members of the Board appointed by the Board. The Board or its committee shall
have full  power,  discretion  and  authority  (i) to  promulgate  any rules and
regulations which it deems necessary for the proper  administration of the Plan,
(ii) to interpret the provisions and supervise the  administration  of the Plan,
(iii) to make factual determinations relevant to Plan entitlements, (iv) to take
all action in connection with  administration  of the Plan as it deems necessary
or advisable  and (v) to  adjudicate  all disputed  claims filed under the Plan.
Every  finding,  decision and  determination  made by the Board or its committee
shall,  to the full  extent  permitted  by law,  be final and  binding  upon all
parties.  Any provision of this Plan requiring  action by the Company or the use
of discretion over the administration of the Plan by the Company shall be deemed
to refer to the Board or its committee.  Further,  any reference in this Plan to
the Board shall,  unless the context clearly  requires  otherwise,  be deemed to
refer to the committee if one is  established by the Board under this Section 13
to administer the Plan.

14.   DESIGNATION OF BENEFICIARY.

      14.1  A Participant may file a written designation of a beneficiary who is
to receive any shares and cash, if any, from the Participant's account under the
Plan in the event of such Participant's  death subsequent to an Exercise Date on
which the option is exercised but prior to delivery to such  Participant of such
shares and cash. In addition,  a Participant may file a written designation of a
beneficiary who is to receive any cash from the Participant's  account under the
Plan in the event of such  Participant's  death prior to exercise of the option.
If a Participant  is married and the  designated  beneficiary is not the spouse,
spousal consent shall be required for such designation to be effective.

      14.2  Such designation of beneficiary may be changed by the Participant at
any time by written  notice.  In the event of the death of a Participant  and in
the absence of a beneficiary  validly designated under the Plan who is living at
the time of such  Participant's  death,  the Company  shall  deliver such shares
and/or cash to the executor or  administrator  of the estate of the Participant,
or if no such executor or administrator  has been appointed (to the knowledge of

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the Company),  the Company,  in its  discretion,  may deliver such shares and/or
cash  to the  spouse  or to any  one or  more  dependents  or  relatives  of the
Participant,  or if no spouse,  dependent  or relative is known to the  Company,
then to such other  person as the Company may  designate.

15.   TRANSFERABILITY.  Neither payroll  deductions  credited to a Participant's
account nor any rights  with  regard to the  exercise of an option or to receive
shares  under  the Plan  may be  assigned,  transferred,  pledged  or  otherwise
disposed of in any way (other than by will, the laws of descent and distribution
or as  provided  in  Section  14)  by  the  Participant.  Any  such  attempt  at
assignment,  transfer,  pledge or other  disposition  shall be  without  effect,
except that the Company may treat such act as an election to withdraw funds from
an Offering Period in accordance with Section 10.

16.   USE OF FUNDS. All payroll deductions received or held by the Company under
the Plan may be used by the Company for any corporate  purpose,  and the Company
shall not be obligated to segregate such payroll deductions.

17.   REPORTS. Individual  accounts shall be  maintained for each Participant in
the Plan.  Statements  of account shall be given to  participating  Employees at
least  annually,  which  statements  shall  set  forth the  amounts  of  payroll
deductions, the Purchase Price, the number of shares purchased and the remaining
cash balance, if any.

18.   ADJUSTMENTS  UPON CHANGES IN  CAPITALIZATION,  DISSOLUTION,  LIQUIDATION,
MERGER OR ASSET SALE.

      18.1  CHANGES  IN  CAPITALIZATION.  If after the grant of an  option,  but
prior to the purchase of Common Stock under the option, there is any increase or
decrease in the number of outstanding  shares of Common Stock because of a stock
split,  stock  dividend,  combination or  recapitalization  of shares subject to
options or any other similar change in the Company's capitalization,  the number
of shares to be purchased  pursuant to an option,  the price per share of Common
Stock covered by an option and the maximum number of shares specified in Section
12 may be  appropriately  adjusted  by the Board,  and the Board  shall take any
further actions which,  in the exercise of its  discretion,  may be necessary or
appropriate  under the  circumstances.  The  Board's  determinations  under this
Section 18 shall be conclusive and binding on all parties.

      18.2  DISSOLUTION OR LIQUIDATION.  In the event of stockholder approval of
a liquidation or dissolution of the Company,  the current  Offering  Period will
terminate  immediately,  unless  otherwise  provided  by the  Board  in its sole
discretion,  and all outstanding options shall  automatically  terminate and the
amounts of all  payroll  deductions  will be  refunded  without  interest to the
Participants.

      18.3 MERGER OR ASSET SALE.  In the event of a sale of all or substantially
all of the assets of the Company or the merger or  consolidation  of the Company
with or into another corporation, then, in the sole discretion of the Board, (1)
each option shall be assumed or an equivalent option shall be substituted by the
successor corporation or parent or subsidiary of such successor corporation, (2)
a date  established by the Board on or before the date of  consummation  of such
merger,  consolidation  or sale shall be treated  as a  Exercise  Date,  and all
outstanding options shall be exercised on such date, or (3) all outstanding

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options shall terminate and the accumulated  payroll deductions will be refunded
without interest to the Participants.

19.   AMENDMENT OR TERMINATION.

      19.1  The Board may at any time and for any reason  terminate or amend the
Plan.  Except as provided in Section 18, no such  termination can affect options
previously  granted,  provided that an Offering  Period may be terminated by the
Board  of  Directors  on any  Exercise  Date if the  Board  determines  that the
termination  of the Offering  Period or the Plan is in the best interests of the
Company and its  stockholders.  Except as provided in Section 18 and Section 19,
no  amendment  may make any  change  in any  option  theretofore  granted  which
adversely  affects the rights of any  Participant.  To the extent  necessary  to
comply with Section 423 of the Code (or any other applicable law,  regulation or
stock  exchange  rule),  the Company  shall obtain  stockholder  approval of any
amendment  or  termination  of the Plan in such a manner and to such a degree as
required.

      19.2  Without  stockholder  consent  and  without  regard to  whether  any
Participant  rights may be considered  to have been  "adversely  affected,"  the
Board shall be  entitled to change the  Offering  Periods,  limit the  frequency
and/or  number of changes  in the amount  withheld  during an  Offering  Period,
establish the exchange ratio  applicable to amounts withheld in a currency other
than  U.  S.  dollars,  permit  payroll  withholding  in  excess  of the  amount
designated  by a  Participant  in order to adjust for delays or  mistakes in the
Company's  processing of properly  completed  withholding  elections,  establish
reasonable  waiting and  adjustment  periods  and/or  accounting  and  crediting
procedures  to ensure that amounts  applied  toward the purchase of Common Stock
for  each  Participant  properly  correspond  with  amounts  withheld  from  the
Participant's  Compensation,  and establish such other limitations or procedures
as the Board  determines in its sole  discretion  advisable which are consistent
with the Plan.

      19.3  In the event the Board determines that the ongoing  operation of the
Plan may result in unfavorable financial accounting consequences, the Board may,
in its discretion and, to the extent necessary or desirable, modify or amend the
Plan to reduce or  eliminate  such  accounting  consequence  including,  but not
limited to:

            (1)    altering the Purchase Price for any Offering Period including
                   an  Offering  Period  underway  at the time of the  change in
                   Purchase Price;

            (2)    shortening  any Offering  Period so that the Offering  Period
                   ends on a new Exercise  Date,  including  an Offering  Period
                   underway at the time of the Board action; and

            (3)    allocating shares.

Such modifications or amendments shall not require  stockholder  approval or the
consent  of  any  Plan   Participants.


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20.   NOTICES.  All  notices or  other communications  by a  Participant  to the
Company under or in  connection  with the Plan shall be deemed to have been duly
given when received in the form specified by the Company at the location,  or by
the person, designated by the Company for the receipt thereof.

21.   CONDITIONS UPON ISSUANCE OF SHARES.

      21.1  Shares  shall not  be issued  with  respect to an option  unless the
exercise of such option and the issuance  and  delivery of such shares  pursuant
thereto  complies with all  applicable  provisions of law,  domestic or foreign,
including,  without  limitation,  the  Securities  Act of 1933, as amended,  the
Securities  Exchange  Act  of  1934,  as  amended,  the  rules  and  regulations
promulgated  thereunder,  and the  requirements of any stock exchange upon which
the shares may then be listed,  and shall be further  subject to the approval of
counsel for the Company with respect to such compliance.

      21.2  As a condition to the exercise of an option, the Company may require
the person  exercising  such option to represent  and warrant at the time of any
such  exercise  that the  shares are being  purchased  only for  investment  and
without  any  present  intention  to sell or  distribute  such shares if, in the
opinion of counsel for the Company,  such a representation is required by any of
the  aforementioned  applicable  provisions  of law.

22.   TERM OF PLAN. The Plan shall become effective upon the earlier to occur of
its adoption by the Board of Directors  or its approval by the  stockholders  of
the  Company.  It shall  continue in effect for a term of five (5) years  unless
sooner terminated under Section 19.