THE SECURITIES  REPRESENTED BY THIS  CERTIFICATE  HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE, AND
MAY NOT BE SOLD TRANSFERRED,  PLEDGED,  HYPOTHECATED OR OTHERWISE DISPOSED OF IN
THE  ABSENSE  OF  REGISTRATION   OR  THE   AVAILABILITY  OF  AN  EXEMPTION  FROM
REGISTRATION UNDER SAID ACT AND LAWS.

Warrant to Subscribe for
300,000 shares

                      Warrant to Subscribe for Common Stock
                                       of
                                V-ONE CORPORATION

      THIS CERTIFIES that David D. Dawson  ("Holder") has the right to subscribe
from V-ONE Corporation,  a Delaware corporation  ("Corporation"),  not more than
300,000 fully paid and nonassessable  shares of the  Corporation's  Common Stock
$.001  par  value per share  ("Common  Stock"),  at a price of $3.125  per share
("Exercise Price").

      The Holder of this Warrant agrees with the  Corporation  that this Warrant
is  issued  and  all  rights  hereunder  shall  be  held  subject  to all of the
conditions, limitations and provisions set forth herein.

      1.    DEFINITIONS.  The following  capitalized  terms, when used in this
Warrant, shall have the following meanings:

      1.01  "Beneficiary"  means an individual,  trust or estate who or that, by
will or the  laws of  descent  and  distribution,  succeeds  to the  rights  and
obligations of the Holder under this Warrant upon the Holder's death.

      1.02  "Board" means the Board of Directors of the Corporation.

      1.03  "Cause"  means,  with  respect to the  Holder,  termination  for, as
determined  by the Board in its sole  discretion,  (i)  dishonest or  fraudulent
conduct  relating  to  the  Corporation  or any of  its  Subsidiaries  or  their
businesses;  (ii)  conviction  of any felony that, in the judgment of the Board,
involves moral turpitude or otherwise  reflects on the Corporation or any of its
Subsidiaries  in a  significantly  adverse  way; or (iii)  gross  neglect by the
Holder in the  performance of his duties as an employee,  or any material breach
by the Holder under any employment  agreement with the Corporation or any of its
Subsidiaries.

      1.04  "Change in Control" means the occurrence,  after the Effective Date,
of any of the following events,  directly or indirectly or in one or more series
of transactions:

            (i)   Approval of the Corporation's  shareholders of a consolidation
or merger of the Corporation with any Third Party, unless the Corporation is the
entity surviving such merger or consolidation;


<PAGE>



            (ii)  Approval of the  Corporation's  shareholders  of a transfer of
all or substantially  all of the assets of the Corporation to a Third Party or a
complete liquidation or dissolution of the Corporation;

            (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
            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 control in any manner the election
            of a majority of the directors of the Corporation; or

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

            (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 on the Effective Date; provided,  however,
that any persons  nominated  for  election  by the Board (or a committee  of the
Board),  a majority of whom are persons  described in clauses (A) and/or (B), or
are persons who were 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  SEC or any  similar  agency
having  regulatory  control over the  Corporation  that a change in control,  as
defined  in  the  securities   laws  or  regulations   then  applicable  to  the
Corporation, 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
combination of both for 20% or more of 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.


                                       2

<PAGE>



      1.05  "Disability"  means any  physical  or mental  injury or disease of a
permanent  nature that renders the Holder  incapable of meeting the requirements
of the  employment or other work that the Holder  performed  immediately  before
that disability  commenced.  The determination of whether the Holder is disabled
and when the Holder becomes  disabled shall be made by the Board in its sole and
absolute discretion.

      1.06  "Disability  Date" means the date which is six months after the date
on which the Holder is first  absent  from  active  employment  or work with the
Corporation or a Subsidiary due to a Disability.

      1.07  "Effective Date" means November 21, 1997.

      1.08  "Fair  Market  Value" of a share of Common  Stock  means,  as of any
given date,  the closing  sales price of a share of Common Stock on such date on
the  principal  national  securities  exchange on which the Common Stock is then
traded  or, if the  Common  Stock is not then  traded on a  national  securities
exchange,  the closing sales price or, if none, the average of the bid and asked
prices of the Common Stock on such date as reported on the National  Association
of Securities Dealers Automated Quotation System ("Nasdaq");  provided, however,
that, if there were no sales  reported as of such date,  Fair Market Value shall
be  computed  as of the  last  date  preceding  such  date on  which a sale  was
reported;  provided,  further, that, if any such exchange or quotation system is
closed on any day on which Fair Market  Value is to be  determined,  Fair Market
Value shall be determined as of the first date  immediately  preceding such date
on which such  exchange or quotation  system was open for trading.  In the event
the Common Stock is not admitted to trade on a securities  exchange or quoted on
Nasdaq,  the Fair Market  Value of a share of Common  Stock as of any given date
shall be as determined in good faith by the Board,  which  determination  may be
based on,  among  other  things,  the  opinion  of one or more  independent  and
reputable  appraisers  qualified to value companies in the Corporation's line of
business.  Notwithstanding  the  foregoing,  the Fair Market Value of a share of
Common Stock shall never be less than par value per share.

      1.09  "Subsidiary"  means a company more than 50% of the equity  interests
of which are beneficially owned, directly or indirectly, by the Corporation.

      1.10  "Termination of Employment"  means, with respect to the Holder,  the
voluntary  or  involuntary  termination  of the  Holder's  employment  with  the
Corporation  or  any  of its  Subsidiaries  for  any  reason,  including  death,
Disability,  retirement or as the result of the sale or other divestiture of the
Holder's  employer or any similar  transaction  in which the  Holder's  employer
ceases  to be the  Corporation  or one of  its  Subsidiaries.  Whether  entering
military or other government service shall constitute Termination of Employment,
and whether a  Termination  of Employment  is a result of  Disability,  shall be
determined in each case by the Board.

      1.11  "Third  Party"  includes  a single  person or a group of  persons or
entities  acting in concert  not wholly  owned  directly  or  indirectly  by the
Corporation.

                                       3

<PAGE>


      1.12  "Voting  Stock"  means  the  classes  of  stock  of the  Corporation
entitled to vote generally in the election of directors of the Corporation.

      2.   VESTING.  Subject to Section 3 hereof, this Warrant shall entitle the
Holder to purchase up to 75,000 shares of Common Stock on or after  November 21,
1998,  and an  additional  75,000 shares of Common Stock on each of November 21,
1999,  2000 and 2001;  provided  that this  Warrant may not be  exercised  after
November 21, 2007.

      3.    EXERCISE OF WARRANT UPON TERMINATION OF EMPLOYMENT.

      3.01  TERMINATION OF VESTED WARRANT UPON TERMINATION OF EMPLOYMENT.

            (i)  IN GENERAL.  Upon the Holder's Termination of Employment by the
Corporation  other than by reason of death or Disability,  he or she may, within
90 days from the date of such  Termination  of  Employment,  exercise all or any
part  of  this  Warrant,  whether  or not  it was  exercisable  on the  date  of
Termination of Employment,  but only to the extent not previously exercised,  if
such  Termination  of Employment by the  Corporation  is not for Cause.  If such
Termination of Employment by the Corporation is for Cause, or if the Termination
of  Employment  is  the  result  of the  Holder's  voluntarily  terminating  his
employment with the  Corporation or a Subsidiary  (other than by reason of death
or Disability), the right of the Holder to exercise this Warrant shall terminate
on the date of Termination of Employment. In no event, however, may this Warrant
be exercised later than November 21, 2007.

            (ii)  DISABILITY.  Upon the Holder's Disability Date, he or she may,
within  one year  after  the  Disability  Date,  exercise  all or a part of this
Warrant, whether or not this Warrant was exercisable on the Disability Date, but
only to the extent not  previously  exercised.  In no event,  however,  may this
Warrant be exercised later than November 21, 2007.

            (iii) DEATH.  In the event of the death of the Holder while employed
by the  Corporation  or a Subsidiary,  the right of the Holder's  Beneficiary to
exercise  this  Warrant in full  (whether or not all or any part of this Warrant
was  exercisable  as of the date of death of the Holder,  but only to the extent
not previously  exercised) shall expire upon the expiration of one year from the
date of the Holder's death or on November 21, 2007, whichever is earlier.

      3.02  TERMINATION  OF UNVESTED  WARRANT UPON  TERMINATION  OF  EMPLOYMENT.
Except as specified in Sections  3.01 and 6.03, to the extent all or any part of
this Warrant was not  exercisable  as of the date of  Termination of Employment,
the  unexercisable  portion  of this  Warrant  shall  expire at the date of such
Termination of Employment.

      4.   EXERCISE.  This Warrant shall be exercisable by written notice to the
Corporation,  which must be received by the  Secretary  of the  Corporation  not
later  than  5:00  P.M.  local  time at the  principal  executive  office of the
Corporation  on the expiration  date of this Warrant.  Such written notice shall
set forth (a) the  number of shares of Common  Stock  being  purchased,  (b) the
aggregate exercise price for the shares of Common Stock being purchased, (c) the
exact name as it should appear on the stock  certificate(s) to be issued for the
shares of Common Stock being  purchased,  and (d) the address to which the stock

                                       4

<PAGE>


certificate(s)  should be sent. The aggregate exercise price of shares of Common
Stock purchased upon exercise of this Warrant shall be paid in full (a) in cash,
(b) by delivery to the  Corporation of already owned shares of Common Stock,  or
(c) in any combination of cash and already owned shares of Common Stock.

      In the event that any shares of Common Stock shall be  transferred  to the
Corporation to satisfy all or any part of the aggregate exercise price, the part
of the aggregate  exercise  price deemed to have been satisfied by such transfer
of shares of Common Stock shall be equal to the product  derived by  multiplying
the Fair Market  Value as of the date of exercise  times the number of shares of
Common Stock transferred to the Corporation.  The Holder may not transfer to the
Corporation in  satisfaction  of the aggregate  exercise price any fraction of a
share of Common  Stock,  and any portion of the  aggregate  exercise  price that
would  represent  less than a full share of Common Stock must be paid in cash by
the Holder.

      5.    TAXES.  The  Corporation  shall be entitled  to withhold  (or secure
payment from the Holder in lieu of withholding) the amount of any withholding or
other tax required by law to be withheld or paid by the Corporation with respect
to this Warrant.  The  Corporation may defer issuance of Common Stock under this
Warrant  unless  indemnified to its  satisfaction  against any liability for any
such tax. The amount of such  withholding  or tax payment shall be determined by
the  Corporation or its delegate and shall be payable by the Holder at such time
as the Corporation  determines.  The Holder shall be permitted to satisfy his or
her tax or withholding  obligation by (a) having cash withheld from the Holder's
salary or other compensation payable by the Corporation, (b) the payment of cash
by the Holder to the  Corporation,  (c) the  payment  in shares of Common  Stock
already  owned  by the  Holder  valued  at Fair  Market  Value,  and/or  (d) the
withholding from this Warrant, at the appropriate time, of a number of shares of
Common Stock sufficient,  based upon the Fair Market Value of such Common Stock,
to satisfy such tax or withholding requirements.

      6.    CERTAIN EVENTS.

      6.01  RECAPITALIZATION.  The  number  and kind of shares  subject  to this
Warrant and the Exercise Price of this Warrant shall be  appropriately  adjusted
to reflect any stock dividend,  stock split,  combination or exchange of shares,
merger,   consolidation  or  other  change  in  capitalization  with  a  similar
substantive  effect upon this  Warrant.  The Board shall have the power and sole
discretion  to determine  the nature and amount of the  adjustment to be made in
each case.

      6.02  SALE  OR  REORGANIZATION.  After  any  reorganization,   merger,  or
consolidation  in which the Corporation is or is not the surviving  entity,  the
Holder  shall,  at no  additional  cost,  be entitled  upon the exercise of this
Warrant,  to the extent  outstanding  prior to such event to receive (subject to
any required action by stockholders),  in lieu of the number of shares of Common
Stock then receivable on exercise pursuant to this Warrant, the number and class
of  shares of stock or other  securities  to which the  Holder  would  have been
entitled pursuant to the terms of the  reorganization,  merger, or consolidation
if, at the time of such reorganization, merger, or consolidation, the Holder had
been the  holder of record  of a number of shares of Common  Stock  equal to the
number of shares of Common Stock then  receivable  on exercise of this  Warrant.
Comparable  rights  shall  accrue  to the  Holder  in the  event  of  successive
reorganizations, mergers, or consolidations of the character described above.

                                       5

<PAGE>



      6.03  CHANGE  IN  CONTROL.  In the event the  Holder  is  employed  by the
Corporation or a Subsidiary when a Change in Control occurs,  this Warrant shall
become exercisable as of the date of the Change in Control.

      6.04  EXISTENCE OF THIS  WARRANT.  The existence of this Warrant shall not
affect the right of the Corporation or its stockholders to make or authorize any
and all adjustments, recapitalizations,  reclassifications,  reorganizations and
other  changes  in  the  Corporation's  capital  structure,   the  Corporation's
business,  any merger or consolidation  of the Corporation,  any issue of bonds,
debentures or preferred stock of the Corporation,  the Corporation's liquidation
or  dissolution,  any sale or transfer  of all or any part of the  Corporation's
assets or  business,  or any other  corporate  act or  proceeding,  whether of a
similar nature or otherwise.

      7.    APPLICABLE  LAW.  This  Warrant  is  issued  under and shall for all
purposes be governed by and construed in  accordance  with the laws of the State
of Delaware, without giving effect to principles of conflict of laws.

      8.    RESTRICTIONS ON TRANSFER. This Warrant and the Common Stock issuable
on exercise hereof have not been registered under the Securities Act of 1933, as
amended, or the securities laws of any state, and may not be sold,  transferred,
pledged, hypothecated or otherwise disposed of in the absence of registration or
the availability of an exemption from registration  under said Act and laws, and
any share of Common  Stock issued upon  Exercise of this  Warrant  shall bear an
appropriate legend to that effect.

      9.    BENEFIT OF THIS WARRANT.  Nothing in this Warrant shall be construed
to confer upon any person other than the Corporation and the Holder any legal or
equitably  right,  remedy or claim under this Warrant and this Warrant  shall be
for the sole and exclusive benefit of the Corporation and the Holder.

      10.   LOSS OF WARRANT.  Upon receipt by the Corporation of evidence of the
loss,  theft,  destruction  or mutilation  of this Warrant,  and (in the case of
loss, theft or destruction) of indemnity or security reasonably  satisfactory to
the  Corporation,  and upon  surrender  and  cancellation  or this  Warrant,  if
mutilated, the Corporation shall execute and deliver a new Warrant of like tenor
and date.

      11.   NOTICE TO CORPORATION. Notice or demands pursuant to this Warrant to
be given or made by the Holder of this Warrant to or on the Corporation shall be
sufficiently  given or made if sent by  certified  or  registered  mail,  return
receipt  requested,  postage  prepaid,  and addressed,  until another address is
designated  in writing by the  Corporation,  V-ONE  Corporation,  20250  Century
Boulevard, Germantown, MD 20874, Attention: Chief Financial Officer.

                                       6

<PAGE>



      IN WITNESS WHEREOF, the Corporation has caused this Warrant Certificate to
be duly executed under its corporate seal as of the 21st day of November, 1997.


                                          V-ONE CORPORATION



                                          By: /s/ Charles Griffis
                                              ----------------------------
                                          Name:   Charles Griffis
                                          Title:  Senior Vice President

ACCEPTED AND AGREED:

/s/ David D. Dawson
------------------------
David D. Dawson
















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