EXHIBIT 10.100

THIS WARRANT AND THE SHARES OF COMMON STOCK  ISSUABLE UPON EXERCISE  HEREOF HAVE
NOT  BEEN  REGISTERED  UNDER  THE  SECURITIES  ACT  OF  1933,  AS  AMENDED  (THE
"SECURITIES ACT") OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD,  TRANSFERRED
OR OTHERWISE  DISPOSED OF UNLESS  REGISTERED  UNDER THE SECURITIES ACT AND UNDER
APPLICABLE  STATE  SECURITIES LAWS OR V-ONE  CORPORATION  SHALL HAVE RECEIVED AN
OPINION  OF  COUNSEL   REASONABLY   SATISFACTORY  TO  V-ONE   CORPORATION   THAT
REGISTRATION  OF  SUCH  SECURITIES  UNDER  THE  SECURITIES  ACT  AND  UNDER  THE
PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED.

                               WARRANT TO PURCHASE

                             SHARES OF COMMON STOCK

                                       OF

                                V-ONE CORPORATION

                             Expires August 27, 2008


No.: W-04-__                                       Number of Shares: ___________
Date of Issuance: February 27, 2004


     FOR VALUE RECEIVED,  subject to the provisions  hereinafter set forth,  the
undersigned,  V-ONE  Corporation,  a  Delaware  corporation  (together  with its
successors    and   assigns,    the    "ISSUER"),    hereby    certifies    that
_______________________________   or  its  registered  assigns  is  entitled  to
subscribe  for and purchase,  during the Term (as  hereinafter  defined),  up to
____________________________________    (_____________)   shares   (subject   to
adjustment as  hereinafter  provided) of the duly  authorized,  validly  issued,
fully paid and  non-assessable  Common Stock of the Issuer, at an exercise price
per share equal to the Warrant Price then in effect,  subject,  however,  to the
provisions and upon the terms and conditions hereinafter set forth.  Capitalized
terms used in this  Warrant  and not  otherwise  defined  herein  shall have the
respective meanings specified in Section 9 hereof.

     1.   TERM. The term of this Warrant shall commence on February 27, 2004 and
shall expire at 5:00 p.m.,  eastern  time, on August 27, 2008 (such period being
the "TERM").

     2.   METHOD OF EXERCISE  PAYMENT;  ISSUANCE OF NEW  WARRANT;  TRANSFER  AND
EXCHANGE.

     (a)  TIME OF EXERCISE.  The purchase rights represented by this Warrant may
be exercised in whole or in part during the Term  commencing  on August 27, 2004
and expiring on August 27, 2008.

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<PAGE>

     (b)  METHOD OF EXERCISE.  The Holder hereof may exercise  this Warrant,  in
whole or in part,  by the  surrender  of this Warrant  (with the  exercise  form
attached hereto duly executed) at the principal office of the Issuer, and by the
payment  to the  Issuer  of an  amount of  consideration  therefor  equal to the
Warrant Price in effect on the date of such exercise multiplied by the number of
shares of  Warrant  Stock  with  respect  to which  this  Warrant  is then being
exercised, payable at such Holder's election by certified or official bank check
or by wire transfer to an account designated by the Issuer.

     (c)  ISSUANCE OF STOCK  CERTIFICATES.  In the event of any  exercise of the
rights  represented by this Warrant in accordance  with and subject to the terms
and  conditions  hereof,  (i)  certificates  for the shares of Warrant  Stock so
purchased  shall be dated the date of such  exercise and delivered to the Holder
hereof within a reasonable time, not exceeding three (3) Trading Days after such
exercise  or,  at  the  request  of the  Holder  (provided  that a  registration
statement under the Securities Act providing for the resale of the Warrant Stock
is then in effect), issued and delivered to the Depository Trust Company ("DTC")
account on the  Holder's  behalf via the  Deposit  Withdrawal  Agent  Commission
System ("DWAC")  within a reasonable  time, not exceeding three (3) Trading Days
after such  exercise,  and the Holder hereof shall be deemed for all purposes to
be the holder of the shares of Warrant Stock so purchased as of the date of such
exercise and (ii) unless this Warrant has  expired,  a new Warrant  representing
the  number of shares of  Warrant  Stock,  if any,  with  respect  to which this
Warrant shall not then have been exercised  (less any amount thereof which shall
have been  canceled  in  payment  or partial  payment  of the  Warrant  Price as
hereinabove  provided) shall also be issued to the Holder hereof at the Issuer's
expense within such time.

     (d)  TRANSFERABILITY OF WARRANT.  Subject to Section 2(f), this Warrant may
be  transferred  by a Holder  without the consent of the Issuer.  If transferred
pursuant to this  paragraph and subject to the  provisions of subsection  (f) of
this  Section 2, this Warrant may be  transferred  on the books of the Issuer by
the Holder hereof in person or by duly  authorized  attorney,  upon surrender of
this Warrant at the principal  office of the Issuer,  properly  endorsed (by the
Holder  executing an assignment in the form attached hereto) and upon payment of
any  necessary  transfer  tax or other  governmental  charge  imposed  upon such
transfer. This Warrant is exchangeable at the principal office of the Issuer for
Warrants  for the  purchase  of the same  aggregate  number of shares of Warrant
Stock, each new Warrant to represent the right to purchase such number of shares
of  Warrant  Stock as the  Holder  hereof  shall  designate  at the time of such
exchange.  All Warrants  issued on  transfers  or  exchanges  shall be dated the
Original  Issue Date and shall be identical  with this Warrant  except as to the
number of shares of Warrant Stock issuable pursuant thereto.

     (e)  CONTINUING RIGHTS OF HOLDER. The Issuer will, at the time of or at any
time after each exercise of this Warrant, upon the request of the Holder hereof,
acknowledge  in writing the  extent,  if any, of its  continuing  obligation  to
afford to such  Holder all  rights to which such  Holder  shall  continue  to be
entitled  after such  exercise  in  accordance  with the terms of this  Warrant,
PROVIDED  that if any such  Holder  shall  fail to make any  such  request,  the
failure shall not affect the continuing  obligation of the Issuer to afford such
rights to such Holder.


     (f)  COMPLIANCE WITH SECURITIES LAWS.


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<PAGE>


          (i)    The Holder of this Warrant, by acceptance hereof,  acknowledges
     that this Warrant or the shares of Warrant Stock to be issued upon exercise
     hereof are being acquired  solely for the Holder's own account and not as a
     nominee for any other party,  and for investment,  and that the Holder will
     not  offer,  sell or  otherwise  dispose  of this  Warrant or any shares of
     Warrant  Stock to be issued  upon  exercise  hereof  except  pursuant to an
     effective registration statement, or an exemption from registration,  under
     the Securities Act and any applicable state securities laws.

          (ii)   Except as provided in paragraph  (iii) below,  this Warrant and
     all certificates  representing shares of Warrant Stock issued upon exercise
     hereof shall be stamped or  imprinted  with a legend in  substantially  the
     following form:

          THIS  WARRANT AND THE SHARES OF COMMON STOCK  ISSUABLE  UPON
          EXERCISE   HEREOF  HAVE  NOT  BEEN   REGISTERED   UNDER  THE
          SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR
          ANY STATE  SECURITIES LAWS AND MAY NOT BE SOLD,  TRANSFERRED
          OR  OTHERWISE   DISPOSED  OF  UNLESS  REGISTERED  UNDER  THE
          SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR
          V-ONE  CORPORATION SHALL HAVE RECEIVED AN OPINION OF COUNSEL
          REASONABLY    SATISFACTORY   TO   V-ONE   CORPORATION   THAT
          REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND
          UNDER THE PROVISIONS OF APPLICABLE  STATE SECURITIES LAWS IS
          NOT REQUIRED.

          (iii)  The Issuer  agrees to  reissue  this  Warrant  or  certificates
     representing  any of the Warrant Stock,  without the legend set forth above
     if at such time, prior to making any transfer of any such  securities,  the
     Holder shall give written  notice to the Issuer  describing  the manner and
     terms of such  transfer and removal as the Issuer may  reasonably  request.
     Such proposed  transfer and removal will not be effected until:  (a) either
     (i) the Issuer has received an opinion of counsel  reasonably  satisfactory
     to the Issuer, to the effect that the registration of such securities under
     the  Securities  Act is not  required  in  connection  with  such  proposed
     transfer,  (ii) a registration  statement under the Securities Act covering
     such proposed  disposition has been filed by the Issuer with the Securities
     and Exchange  Commission and has become effective under the Securities Act,
     (iii) the Issuer has received other evidence reasonably satisfactory to the
     Issuer that such  registration and  qualification  under the Securities Act
     and state securities laws are not required, or (iv) the Holder provides the
     Issuer with  reasonable  assurances that such security can be sold pursuant
     to Rule 144 under the  Securities  Act;  and (b)  either (i) the Issuer has
     received an opinion of counsel  reasonably  satisfactory to the Issuer,  to
     the effect that registration or qualification under the securities or "blue
     sky" laws of any state is not  required in  connection  with such  proposed


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<PAGE>

     disposition,  or (ii) compliance with applicable  state securities or "blue
     sky"  laws has been  effected  or a valid  exemption  exists  with  respect
     thereto.  The Issuer will  respond to any such notice from a holder  within
     five (5) business  days.  In the case of any proposed  transfer  under this
     Section  2(g),  the Issuer will use  reasonable  efforts to comply with any
     such applicable  state securities or "blue sky" laws, but shall in no event
     be  required,  (x) to qualify to do  business  in any state where it is not
     then  qualified,  (y) to take any action that would subject it to tax or to
     the general  service of process in any state where it is not then  subject,
     or (z) to comply with state  securities or "blue sky" laws of any state for
     which  registration  by  coordination  is  unavailable  to the Issuer.  The
     restrictions  on  transfer  contained  in this  Section  2(g)  shall  be in
     addition to, and not by way of  limitation  of, any other  restrictions  on
     transfer  contained  in any  other  section  of this  Warrant.  Whenever  a
     certificate  representing  the Warrant  Stock is required to be issued to a
     the Holder without a legend,  in lieu of delivering  physical  certificates
     representing  the Warrant  Stock,  provided the Issuer's  transfer agent is
     participating  in the  Depository  Trust  Company  ("DTC")  Fast  Automated
     Securities  Transfer  program,  the Issuer  shall use its  reasonable  best
     efforts to cause its transfer agent to electronically  transmit the Warrant
     Stock to the Holder by crediting  the account of the Holder's  Prime Broker
     with DTC through its Deposit  Withdrawal Agent  Commission  ("DWAC") system
     (to the extent not inconsistent  with any provisions of this Warrant or the
     Purchase Agreement).

     (g)  In no event may the Holder  exercise  this Warrant in whole or in part
unless the Holder is an  "accredited  investor" as defined in Regulation D under
the Securities Act.

     3.   STOCK FULLY PAID; RESERVATION AND LISTING OF SHARES; COVENANTS.

     (a)  STOCK FULLY  PAID.  The Issuer  represents,  warrants,  covenants  and
agrees that all shares of Warrant Stock which may be issued upon the exercise of
this Warrant or otherwise  hereunder  will,  when issued in accordance  with the
terms of this  Warrant,  be duly  authorized,  validly  issued,  fully  paid and
non-assessable  and free from all taxes, liens and charges created by or through
the  Issuer.  The Issuer  further  covenants  and agrees  that during the period
within  which this Warrant may be  exercised,  the Issuer will at all times have
authorized  and  reserved  for the  purpose of the issue upon  exercise  of this
Warrant  a  sufficient  number of shares  of  Common  Stock to  provide  for the
exercise of this Warrant.

     (b)  RESERVATION. If any shares of Common Stock required to be reserved for
issuance  upon  exercise  of this  Warrant or as  otherwise  provided  hereunder
require registration or qualification with any governmental  authority under any
federal or state law before  such  shares may be so issued,  the Issuer  will in
good faith use its reasonable best efforts as  expeditiously  as possible at its
expense to cause such shares to be duly  registered or qualified.  If the Issuer
shall list any shares of Common  Stock on any  securities  exchange or market it
will, at its expense,  list thereon,  maintain and increase when  necessary such
listing,  of, all shares of Warrant Stock from time to time issued upon exercise
of this Warrant or as otherwise provided  hereunder  (provided that such Warrant
Stock  has been  registered  pursuant  to a  registration  statement  under  the
Securities  Act then in  effect),  and,  to the  extent  permissible  under  the
applicable securities exchange rules, all unissued shares of Warrant Stock which
are at any time issuable hereunder,  so long as any shares of Common Stock shall
be so  listed.  The  Issuer  will also so list on each  securities  exchange  or
market, and will maintain such listing of, any other securities which the Holder
of this  Warrant  shall be entitled to receive upon the exercise of this Warrant


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<PAGE>

if at the time  any  securities  of the  same  class  shall  be  listed  on such
securities exchange or market by the Issuer.

     (c)  COVENANTS.  The  Issuer  shall not by any  action  including,  without
limitation,  amending the  Certificate  of  Incorporation  or the by-laws of the
Issuer,  or through  any  reorganization,  transfer  of  assets,  consolidation,
merger,  dissolution,  issue or sale of securities or any other action, avoid or
seek to avoid the observance or performance of any of the terms of this Warrant,
but will at all times in good faith assist in the carrying out of all such terms
and in the taking of all such  actions as may be  necessary  or  appropriate  to
protect  the  rights  of the  Holder  hereof  against  dilution  (to the  extent
specifically provided herein) or impairment.  Without limiting the generality of
the  foregoing,  the Issuer  will (i) not permit the par value,  if any,  of its
Common  Stock to exceed  the then  effective  Warrant  Price,  (ii) not amend or
modify any  provision  of the  Certificate  of  Incorporation  or by-laws of the
Issuer in any manner  that would  adversely  affect the rights of the Holders of
the Warrants in their  capacity as Holders of the Warrants,  (iii) take all such
action as may be  reasonably  necessary in order that the Issuer may validly and
legally  issue fully paid and  nonassessable  shares of Common  Stock,  free and
clear  of any  liens,  claims,  encumbrances  and  restrictions  (other  than as
provided herein) upon the exercise of this Warrant,  and (iv) use its reasonable
best efforts to obtain all such authorizations,  exemptions or consents from any
public  regulatory  body  having  jurisdiction  thereof  as  may  be  reasonably
necessary to enable the Issuer to perform its obligations under this Warrant.

     (d)  LOSS,  THEFT,  DESTRUCTION  OF  WARRANTS.  Upon  receipt  of  evidence
satisfactory to the Issuer of the ownership of and the loss, theft,  destruction
or  mutilation  of any  Warrant  and,  in the  case of any such  loss,  theft or
destruction,  upon receipt of indemnity or security  satisfactory  to the Issuer
or, in the case of any such mutilation,  upon surrender and cancellation of such
Warrant,  the  Issuer  will  make and  deliver,  in lieu of such  lost,  stolen,
destroyed or mutilated Warrant, a new Warrant of like tenor and representing the
right to purchase the same number of shares of Common Stock.

     4.   ADJUSTMENT OF WARRANT  PRICE AND WARRANT  SHARE NUMBER.  The number of
shares of Common Stock for which this Warrant is  exercisable,  and the price at
which such  shares may be  purchased  upon  exercise of this  Warrant,  shall be
subject  to  adjustment  from time to time as set forth in this  Section  4. The
Issuer shall give the Holder notice of any event  described below which requires
an  adjustment  pursuant  to  this  Section  4 in  accordance  with  Section  5.
Notwithstanding  anything  contained  herein to the contrary,  the Warrant Price
shall not be adjusted  pursuant to Section  4(d),  (e) and (f) hereof to a price
that is less than $.15 per share.

     (a)  RECAPITALIZATION,   REORGANIZATION,  RECLASSIFICATION,  CONSOLIDATION,
     MERGER OR SALE.

          (i) In case the Issuer after the  Original  Issue Date shall do any of
     the following (each, a "TRIGGERING  EVENT"):  (a) consolidate or merge with
     or into another  corporation where the holders of outstanding  Voting Stock
     prior  to  such  merger  or  consolidation  do  not  own  over  50%  of the
     outstanding  Voting Stock of the merged or consolidated  entity immediately
     after such merger or consolidation, or (b) sell all or substantially all of
     its  properties  or assets to any other  Person,  or (c)  change the Common
     Stock to the same or different  number of shares of any class or classes of
     stock,  whether by  reclassification,  exchange,  substitution or otherwise
     (other  than by way of a stock  split or  combination  of  shares  or stock


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<PAGE>

     dividends or  distributions  provided for in Section 4(b) or Section 4(c)),
     or (d) effect a capital  reorganization (other than by way of a stock split
     or combination of shares or stock dividends or  distributions  provided for
     in  Section  4(b) or  Section  4(c)),  then,  and in the case of each  such
     Triggering  Event,  proper  provision shall be made so that, upon the basis
     and the terms and in the manner  provided  in this  Warrant,  the Holder of
     this Warrant shall be entitled  upon the exercise  hereof at any time after
     the  consummation of such  Triggering  Event, to the extent this Warrant is
     not exercised  prior to such  Triggering  Event,  to receive at the Warrant
     Price in effect at the time  immediately  prior to the consummation of such
     Triggering Event in lieu of the Common Stock issuable upon such exercise of
     this Warrant  prior to such  Triggering  Event,  the  securities,  cash and
     property  to  which  such  Holder  would  have  been   entitled   upon  the
     consummation  of such  Triggering  Event if such Holder had  exercised  the
     rights  represented by this Warrant  immediately prior thereto,  subject to
     adjustments  (subsequent to such corporate  action) as nearly equivalent as
     possible to the adjustments provided for elsewhere in this Section 4.

          (ii)  Notwithstanding  anything  contained  in  this  Warrant  to  the
     contrary, a Triggering Event shall not be deemed to have occurred if, prior
     to the consummation  thereof, each Person (other than the Issuer) which may
     be required to deliver any  securities,  cash or property upon the exercise
     of this Warrant as provided  herein  shall  assume,  by written  instrument
     delivered to, and reasonably  satisfactory  to, the Holder of this Warrant,
     (A) the  obligations  of the Issuer  under this  Warrant (and if the Issuer
     shall survive the  consummation of such Triggering  Event,  such assumption
     shall be in  addition  to,  and shall not  release  the  Issuer  from,  any
     continuing  obligations  of the  Issuer  under  this  Warrant)  and (B) the
     obligation  to deliver to such Holder such  shares of  securities,  cash or
     property as, in accordance with the foregoing provisions of this subsection
     (a),  such Holder shall be entitled to receive,  and such Person shall have
     similarly  delivered to such Holder a written  acknowledgement  executed by
     the President or Chief Financial Officer of the Company,  stating that this
     Warrant  shall  thereafter  continue in full force and effect and the terms
     hereof  (including,  without  limitation,  all of the  provisions  of  this
     subsection  (a)) shall be  applicable to the  securities,  cash or property
     which such  Person may be  required  to deliver  upon any  exercise of this
     Warrant or the exercise of any rights pursuant hereto.

          (b)     STOCK DIVIDENDS, SUBDIVISIONS AND COMBINATIONS. If at any time
the Issuer shall:

                  (i)    make or issue or set a record  date for the  holders of
     its Common  Stock for the purpose of  entitling  them to receive a dividend
     payable in, or other distribution of, shares of Common Stock,

                  (ii)   subdivide its outstanding shares of Common Stock into a
     larger number of shares of Common Stock, or

                  (iii)  combine its  outstanding  shares of Common Stock into a
     smaller number of shares of Common Stock,

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<PAGE>

then (1) the  number  of  shares of Common  Stock  for  which  this  Warrant  is
exercisable immediately after the occurrence of any such event shall be adjusted
to equal the number of shares of Common Stock which a record  holder of the same
number of  shares  of  Common  Stock  for  which  this  Warrant  is  exercisable
immediately  prior to the  occurrence  of such event would own or be entitled to
receive  after the  happening of such event,  and (2) the Warrant  Price then in
effect  shall  be  adjusted  to  equal  (A) the  Warrant  Price  then in  effect
multiplied  by the number of shares of Common  Stock for which  this  Warrant is
exercisable  immediately  prior to the  adjustment  divided by (B) the number of
shares of Common Stock for which this Warrant is exercisable  immediately  after
such adjustment.

Notwithstanding  the  foregoing,  if such  record date shall have been fixed and
such dividend is not fully paid or if such distribution is not fully made on the
date fixed  therefor,  the  Warrant  Price  shall be  adjusted  pursuant to this
paragraph as of the time of actual payment of such dividends or distributions.

     (c)  CERTAIN OTHER  DISTRIBUTIONS.  If at any time the Issuer shall make or
issue or set a record  date for the  determination  of the holders of its Common
Stock for the  purpose  of  entitling  them to  receive  any  dividend  or other
distribution of:

                  (i)    cash  (other  than  a  cash  dividend  payable  out  of
     earnings or earned surplus  legally  available for the payment of dividends
     under the laws of the jurisdiction of incorporation of the Issuer),

                  (ii)   any evidences of its indebtedness,  any shares of stock
     of any class or any other  securities or property of any nature  whatsoever
     (other than cash,  Common Stock  Equivalents or Additional Shares of Common
     Stock), or

                  (iii)  any  warrants  or  other  rights  to  subscribe  for or
     purchase  any  evidences  of its  indebtedness,  any shares of stock of any
     class or any other securities or property of any nature  whatsoever  (other
     than cash, Common Stock Equivalents or Additional Shares of Common Stock),

then (1) the  number  of  shares of Common  Stock  for  which  this  Warrant  is
exercisable  shall be  adjusted  to equal the product of the number of shares of
Common Stock for which this  Warrant is  exercisable  immediately  prior to such
adjustment  multiplied by a fraction (A) the numerator of which shall be the Per
Share Market Value of Common Stock at the date of taking such record and (B) the
denominator  of which  shall be such Per Share  Market  Value  minus the  amount
allocable to one share of Common Stock of any such cash so distributable  and of
the fair value (as  determined  in good faith by the Board of  Directors  of the
Issuer and supported by an opinion from an investment banking firm of recognized
national standing acceptable to (but not affiliated with) the Holder) of any and
all such  evidences  of  indebtedness,  shares of  stock,  other  securities  or
property or warrants or other  subscription or purchase rights so distributable,
and (2) the  Warrant  Price then in effect  shall be  adjusted  to equal (A) the
Warrant Price then in effect  multiplied by the number of shares of Common Stock
for which  this  Warrant  is  exercisable  immediately  prior to the  adjustment
divided  by (B) the number of shares of Common  Stock for which this  Warrant is
exercisable immediately after such adjustment.  A reclassification of the Common
Stock  (other  than a change in par value,  or from par value to no par value or


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<PAGE>

from no par value to par value)  into  shares of Common  Stock and shares of any
other class of stock shall be deemed a distribution by the Issuer to the holders
of its  Common  Stock of such  shares of such  other  class of stock  within the
meaning of this  Section  4(c) and, if the  outstanding  shares of Common  Stock
shall be changed into a larger or smaller  number of shares of Common Stock as a
part of such  reclassification,  such change  shall be deemed a  subdivision  or
combination,  as the case may be, of the  outstanding  shares  of  Common  Stock
within the meaning of Section 4(b).

Notwithstanding  the  foregoing,  if such  record date shall have been fixed and
such dividend is not fully paid or if such distribution is not fully made on the
date fixed  therefor,  the  Warrant  Price  shall be  adjusted  pursuant to this
Section  4(c)  as  of  the  time  of  actual   payment  of  such   dividends  or
distributions.

     (d)    ISSUANCE OF ADDITIONAL SHARES OF COMMON STOCK.

            (i)   Subject  to the  third  sentence  of the  first  paragraph  of
Section  4  hereof,  in the event the  Issuer  shall at any time  following  the
Original Issue Date issue any Additional  Shares of Common Stock (otherwise than
as provided in the foregoing  subsections (a) through (c) of this Section 4), at
a price  per share  less  than the  Warrant  Price  then in  effect  or  without
consideration,  then the Warrant Price upon each such issuance shall be adjusted
to that price  determined by  multiplying  the Warrant Price then in effect by a
fraction:

                  (A)    the numerator of which shall be equal to the sum of (x)
            the number of shares of Outstanding  Common Stock  immediately prior
            to the issuance of such  Additional  Shares of Common Stock PLUS (y)
            the number of shares of Common Stock  (rounded to the nearest  whole
            share)  which the  aggregate  consideration  for the total number of
            such Additional Shares of Common Stock so issued would purchase at a
            price per share equal to the Warrant Price then in effect, and

                  (B)    the  denominator  of which shall be equal to the number
            of shares of Outstanding Common Stock immediately after the issuance
            of such Additional Shares of Common Stock.

            (ii)  No  adjustment  of the  number of  shares of Common  Stock for
which this Warrant  shall be  exercisable  shall be made under  paragraph (i) of
Section  4(d) upon the issuance of any  Additional  Shares of Common Stock which
are issued pursuant to the exercise of any Common Stock Equivalents, if any such
adjustment  shall  previously  have been made upon the  issuance  of such Common
Stock Equivalents (or upon the issuance of any warrant or other rights therefor)
pursuant to Section 4(e).

     (e)    ISSUANCE  OF  WARRANTS  OR OTHER  RIGHTS.  If at any time the Issuer
shall  take a record of the  holders  of its  Common  Stock for the  purpose  of
entitling  them to receive a  distribution  of, or shall in any manner  (whether
directly  or by  assumption  in a merger  in which the  Issuer is the  surviving
corporation)  issue or sell, any Common Stock  Equivalents (or issue any warrant
or other  rights  therefor),  whether or not the rights to  exchange  or convert
thereunder are immediately exercisable, and the price per share for which Common
Stock is issuable  upon the  exercise of such Common Stock  Equivalents  (or any
warrant or other rights therefor) shall be less than the Warrant Price in effect
immediately  prior to the time of such issue or sale,  then the number of shares


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<PAGE>

for which this Warrant is exercisable and the Warrant Price then in effect shall
be adjusted as provided in Section 4(d) on the basis that the maximum  number of
Additional  Shares of Common  Stock  issuable  pursuant to all such Common Stock
Equivalents (or upon the issuance of any warrant or other rights therefor) shall
be deemed to have been issued and outstanding and the Issuer shall have received
all of the consideration  payable therefor, if any, as of the date of the actual
issuance of such warrants or other rights.  No  adjustments of the Warrant Price
then in effect or the  number of  Warrant  Shares  for  which  this  Warrant  is
exercisable  shall be made upon the actual issue of such Common Stock or of such
Common Stock  Equivalents upon exercise of such warrants or other rights or upon
the actual issue of such Common Stock upon such  conversion  or exchange of such
Common Stock Equivalents.

     (f)    ISSUANCE  OF COMMON  STOCK  EQUIVALENTS.  If at any time the  Issuer
shall issue or sell any Common Stock  Equivalents,  whether or not the rights to
exchange or convert  thereunder are immediately  exercisable,  and the aggregate
price per share for which  Common  Stock is  issuable  upon such  conversion  or
exchange  plus the  consideration  received  by the Issuer for  issuance of such
Common Stock Equivalent divided by the number of shares of Common Stock issuable
pursuant to such Common Stock Equivalent shall be less than the Warrant Price in
effect  immediately  prior to the time of such issue or sale, then the number of
shares of Common  Stock for which this  Warrant is  exercisable  and the Warrant
Price then in effect  shall be adjusted as provided in Section 4(d) on the basis
that the maximum number of Additional Shares of Common Stock necessary to effect
the conversion or exchange of all such Common Stock  Equivalents shall be deemed
to have been issued and  outstanding  and the Issuer shall have  received all of
the consideration payable therefor, if any, as of the date of actual issuance of
such Common Stock Equivalents.  No further adjustment of the number of shares of
Common Stock for which this Warrant is exercisable and the Warrant Price then in
effect  shall be made under this  Section  4(e) upon the  issuance of any Common
Stock  Equivalents  which are issued pursuant to the exercise of any warrants or
other  subscription or purchase rights  therefor,  if any such adjustment  shall
previously  have been made upon the  issuance of such  warrants or other  rights
pursuant to this Section 4(e). No further adjustments of the number of shares of
Common Stock for which this Warrant is exercisable and the Warrant Price then in
effect shall be made upon the actual issue of such Common Stock upon  conversion
or exchange of such Common Stock Equivalents.

     (g)    SUPERSEDING ADJUSTMENT.  If, at any time after any adjustment of the
number of shares of Common Stock for which this Warrant is  exercisable  and the
Warrant  Price then in effect  shall have been made  pursuant to Section 4(e) as
the result of any  issuance  of Common  Stock  Equivalents,  and (i) such Common
Stock  Equivalents,  or the right of conversion or exchange in such Common Stock
Equivalents,  shall  expire,  and  all or a  portion  of such  or the  right  of
conversion  or exchange  with  respect to all or a portion of such Common  Stock
Equivalents,  as the case may be,  shall  not have been  exercised,  or (ii) the
consideration  per share for which shares of Common Stock are issuable  pursuant
to such  Common  Stock  Equivalents  shall  be  increased,  then  such  previous
adjustment  shall be rescinded and annulled and the Additional  Shares of Common
Stock which were deemed to have been issued by virtue of the computation made in
connection  with the  adjustment  so rescinded  and annulled  shall no longer be
deemed to have been issued by virtue of such computation. Upon the occurrence of
an event set forth in this  Section 4(g) above,  there shall be a  recomputation
made of the  effect of such  Common  Stock  Equivalents  on the  basis  of:  (i)


                                       9
<PAGE>

treating the number of Additional  Shares of Common Stock  theretofore  actually
issued or issuable pursuant to the previous exercise of Common Stock Equivalents
or any such right of conversion  or exchange,  as having been issued on the date
or dates of any such exercise and for the  consideration  actually  received and
receivable  therefor,  and (ii) treating any such Common Stock Equivalents which
then remain  outstanding as having been granted or issued  immediately after the
time of such increase of the consideration per share for which Additional Shares
of Common Stock are issuable  under such Common Stock  Equivalents;  whereupon a
new adjustment of the number of shares of Common Stock for which this Warrant is
exercisable  and the  Warrant  Price  then in  effect  shall be made,  which new
adjustment shall supersede the previous adjustment so rescinded and annulled.

     (h)    PURCHASE OF COMMON  STOCK BY THE  ISSUER.  If the Issuer at any time
while this  Warrant is  outstanding  shall,  directly  or  indirectly  through a
Subsidiary or  otherwise,  purchase,  redeem or otherwise  acquire any shares of
Common Stock at a price per share greater than the Per Share Market Value,  then
the Warrant Price upon each such purchase,  redemption or  acquisition  shall be
adjusted  to that  price  determined  by  multiplying  such  Warrant  Price by a
fraction (i) the numerator of which shall be the number of shares of Outstanding
Common Stock immediately prior to such purchase, redemption or acquisition minus
the number of shares of Common Stock which the aggregate  consideration  for the
total number of such shares of Common Stock so  purchased,  redeemed or acquired
would purchase at the Per Share Market Value;  and (ii) the denominator of which
shall be the number of shares of Outstanding Common Stock immediately after such
purchase,  redemption or  acquisition.  For the purposes of this subsection (h),
the date as of which the Per Share Market  Price shall be computed  shall be the
earlier of (x) the date on which the Issuer shall enter into a firm contract for
the purchase, redemption or acquisition of such Common Stock, or (y) the date of
actual  purchase,  redemption  or  acquisition  of such  Common  Stock.  For the
purposes of this  subsection  (h), a purchase,  redemption or  acquisition  of a
Common  Stock  Equivalent  shall be deemed to be a  purchase  of the  underlying
Common Stock, and the computation  herein required shall be made on the basis of
the full exercise, conversion or exchange of such Common Stock Equivalent on the
date as of which such computation is required hereby to be made,  whether or not
such  Common  Stock   Equivalent  is  actually   exercisable,   convertible   or
exchangeable on such date.

     (i)    OTHER PROVISIONS  APPLICABLE TO ADJUSTMENTS UNDER THIS SECTION.  The
following  provisions  shall be applicable to the making of  adjustments  of the
number of shares of Common Stock for which this Warrant is  exercisable  and the
Warrant Price then in effect provided for in this Section 4:

            (i)   COMPUTATION   OF   CONSIDERATION.   To  the  extent  that  any
Additional  Shares of  Common  Stock or any  Common  Stock  Equivalents  (or any
warrants or other rights therefor) shall be issued for cash  consideration,  the
consideration  received by the Issuer  therefor  shall be the amount of the cash
received by the Issuer therefor,  or, if such Additional  Shares of Common Stock
or Common  Stock  Equivalents  are offered by the Issuer for  subscription,  the
subscription  price,  or, if such  Additional  Shares of Common  Stock or Common
Stock  Equivalents  are sold to  underwriters  or dealers  for  public  offering
without a subscription  offering, the initial public offering price (in any such
case  subtracting any amounts paid or receivable for accrued interest or accrued
dividends  and  without  taking  into  account any  compensation,  discounts  or
expenses  paid or  incurred  by the  Issuer for and in the  underwriting  of, or
otherwise in connection  with,  the issuance  thereof).  In connection  with any
merger or consolidation in which the Issuer is the surviving  corporation (other


                                       10
<PAGE>

than any consolidation or merger in which the previously  outstanding  shares of
Common  Stock of the Issuer  shall be changed to or  exchanged  for the stock or
other securities of another corporation),  the amount of consideration therefore
shall be,  deemed to be the fair value,  as  determined  reasonably  and in good
faith  by  the  Board,  of  such  portion  of the  assets  and  business  of the
nonsurviving  corporation as the Board may determine to be  attributable to such
shares of Common  Stock or Common  Stock  Equivalents,  as the case may be.  The
consideration for any Additional Shares of Common Stock issuable pursuant to any
warrants or other  rights to  subscribe  for or  purchase  the same shall be the
consideration  received by the Issuer for issuing such  warrants or other rights
plus the  additional  consideration  payable to the Issuer upon exercise of such
warrants or other rights.  The consideration for any Additional Shares of Common
Stock issuable  pursuant to the terms of any Common Stock  Equivalents  shall be
the consideration received by the Issuer for issuing warrants or other rights to
subscribe for or purchase such Common Stock Equivalents,  plus the consideration
paid or payable to the Issuer in respect of the  subscription for or purchase of
such  Common  Stock  Equivalents,  plus the  additional  consideration,  if any,
payable to the Issuer upon the exercise of the right of  conversion  or exchange
in such Common Stock Equivalents. In the event of any consolidation or merger of
the Issuer in which the Issuer is not the surviving  corporation or in which the
previously  outstanding  shares of Common  Stock of the Issuer  shall be changed
into or exchanged for the stock or other securities of another  corporation,  or
in the event of any sale of all or substantially all of the assets of the Issuer
for stock or other securities of any corporation,  the Issuer shall be deemed to
have issued a number of shares of its Common  Stock for stock or  securities  or
other  property  of the other  corporation  computed  on the basis of the actual
exchange ratio on which the transaction was predicated,  and for a consideration
equal to the fair market value on the date of such transaction of all such stock
or  securities  or other  property  of the other  corporation.  In the event any
consideration  received  by the Issuer for any  securities  consists of property
other than cash,  the fair  market  value  thereof at the time of issuance or as
otherwise  applicable  shall be as determined in good faith by the Board. In the
event Common Stock is issued with other shares or  securities or other assets of
the Issuer for consideration  which covers both, the  consideration  computed as
provided in this Section  4(i)(i) shall be allocated  among such  securities and
assets as determined in good faith by the Board.

          (ii)    WHEN ADJUSTMENTS TO BE MADE. The adjustments  required by this
Section 4 shall be made whenever and as often as any specified  event  requiring
an adjustment shall occur, except that any adjustment of the number of shares of
Common  Stock for which this  Warrant is  exercisable  that would  otherwise  be
required may be postponed (except in the case of a subdivision or combination of
shares of the Common  Stock,  as  provided  for in Section  4(b)) up to, but not
beyond the date of  exercise if such  adjustment  either by itself or with other
adjustments  not previously made adds or subtracts less than one percent (1%) of
the shares of Common  Stock for which this  Warrant is  exercisable  immediately
prior to the making of such adjustment.  Any adjustment representing a change of
less than such minimum amount (except as aforesaid)  which is postponed shall be
carried  forward  and  made  as soon as such  adjustment,  together  with  other
adjustments  required by this Section 4 and not previously made, would result in
a  minimum  adjustment  or on the  date  of  exercise.  For the  purpose  of any
adjustment, any specified event shall be deemed to have occurred at the close of
business on the date of its occurrence.

          (iii)   FRACTIONAL  INTERESTS.  In  computing  adjustments  under this
Section 4,  fractional  interests in Common Stock shall be taken into account to


                                       11
<PAGE>

the nearest one one-hundredth (1/100th) of a share.

          (iv)    WHEN  ADJUSTMENT  NOT  REQUIRED.  If the  Issuer  shall take a
record of the holders of its Common Stock for the purpose of  entitling  them to
receive a dividend or distribution or subscription or purchase rights and shall,
thereafter and before the distribution to stockholders thereof,  legally abandon
its plan to pay or deliver such dividend, distribution, subscription or purchase
rights,  then thereafter no adjustment shall be required by reason of the taking
of such record and any such adjustment  previously made in respect thereof shall
be rescinded and annulled.

     (j)  FORM OF WARRANT AFTER  ADJUSTMENTS.  The form of this Warrant need not
be changed  because of any  adjustments  in the Warrant  Price or the number and
kind of Securities purchasable upon the exercise of this Warrant.

     (k)  ESCROW OF WARRANT STOCK. If after any property  becomes  distributable
pursuant to this  Section 4 by reason of the taking of any record of the holders
of Common Stock,  but prior to the occurrence of the event for which such record
is taken,  and the Holder  exercises  this  Warrant,  any shares of Common Stock
issuable  upon  exercise by reason of such  adjustment  shall be deemed the last
shares of Common Stock for which this Warrant is exercised  (notwithstanding any
other provision to the contrary  herein) and such shares or other property shall
be held in escrow for the  Holder by the Issuer to be issued to the Holder  upon
and to the extent  that the event  actually  takes  place,  upon  payment of the
current  Warrant  Price.  Notwithstanding  any other  provision  to the contrary
herein,  if the event  for  which  such  record  was taken  fails to occur or is
rescinded,  then such  escrowed  shares  shall be  cancelled  by the  Issuer and
escrowed property returned.

     5.   NOTICE OF  ADJUSTMENTS.  Whenever the Warrant  Price or Warrant  Share
Number  shall be adjusted  pursuant  to Section 4 hereof  (for  purposes of this
Section 5, each an  "adjustment"),  the Issuer  shall cause its Chief  Financial
Officer to prepare  and  execute a  certificate  setting  forth,  in  reasonable
detail,  the event requiring the adjustment,  the amount of the adjustment,  the
method by which such  adjustment was calculated  (including a description of the
basis on which the Board  made any  determination  hereunder),  and the  Warrant
Price and Warrant Share Number after giving effect to such adjustment, and shall
cause copies of such  certificate  to be delivered to the Holder of this Warrant
promptly after each adjustment. Any dispute between the Issuer and the Holder of
this Warrant with  respect to the matters set forth in such  certificate  may at
the option of the Holder of this  Warrant be  submitted  to one of the  national
accounting  firms  currently  known as the "big four"  selected  by the  Holder,
PROVIDED  that the Issuer shall have ten (10) days after  receipt of notice from
such Holder of its selection of such firm to object thereto,  in which case such
Holder shall select another such firm and the Issuer shall have no such right of
objection.  The firm  selected by the Holder of this  Warrant as provided in the
preceding  sentence shall be instructed to deliver a written  opinion as to such
matters to the Issuer and such Holder within  thirty (30) days after  submission
to it of such  dispute.  Such opinion  shall be final and binding on the parties
hereto.

     6.   FRACTIONAL  SHARES.  No  fractional  shares of  Warrant  Stock will be
issued in connection  with any exercise  hereof,  but in lieu of such fractional
shares,  the Issuer  shall make a cash payment  therefor  equal in amount to the


                                       12
<PAGE>

product of the applicable fraction multiplied by the Per Share Market Value then
in effect.

     7.   OWNERSHIP CAP AND CERTAIN EXERCISE  RESTRICTIONS.  (a) Notwithstanding
anything to the contrary set forth in this  Warrant,  at no time may a Holder of
this Warrant exercise this Warrant if the number of shares of Common Stock to be
issued  pursuant to such exercise would exceed,  when  aggregated with all other
shares of Common  Stock owned by such Holder at such time,  the number of shares
of Common Stock which would result in such Holder owning more than 4.999% of all
of the Common Stock  outstanding at such time;  provided,  however,  that upon a
holder of this  Warrant  providing  the Issuer with  sixty-one  (61) days notice
(pursuant  to Section 13 hereof) (the  "Waiver  Notice")  that such Holder would
like to waive this Section 7(a) with regard to any or all shares of Common Stock
issuable upon exercise of this Warrant, this Section 7(a) will be of no force or
effect with regard to all or a portion of the Warrant  referenced  in the Waiver
Notice;  provided,  further, that this provision shall be of no further force or
effect (i) during the sixty-one (61) days  immediately  preceding the expiration
of the term of this Warrant or (ii) upon the  Holder's  receipt of a Call Notice
(as defined in Section 8 hereof).

          (b)   The Holder may not exercise the Warrant  hereunder to the extent
such exercise would result in the Holder  beneficially  owning (as determined in
accordance  with Section 13(d) of the Exchange Act and the rules  thereunder) in
excess of 9.999% of the then  issued  and  outstanding  shares of Common  Stock,
including  shares issuable upon exercise of the Warrant held by the Holder after
application  of this  Section;  PROVIDED,  HOWEVER,  that  upon a holder of this
Warrant  providing  the Company with a Waiver Notice that such holder would like
to waive this  Section  7(b) with  regard to any or all  shares of Common  Stock
issuable upon  exercise of this Warrant,  this Section 7(b) shall be of no force
or effect with regard to those shares of Warrant Stock  referenced in the Waiver
Notice;  PROVIDED,  FURTHER, that this provision shall be of no further force or
effect (i) during the sixty-one (61) days  immediately  preceding the expiration
of the term of this Warrant or (ii) upon the Holder's receipt of a Call Notice.

     8.   CALL. Notwithstanding anything herein to the contrary,  commencing one
hundred  eighty  (180)  days  following  the  effective  date of a  registration
statement under the Securities Act providing for the resale of the Warrant Stock
and the  shares  of  Common  Stock  issuable  upon  conversion  of the  Issuer's
subordinated  convertible  promissory  notes  issued  pursuant  to the  Purchase
Agreement (the "Registration Statement"), the Issuer, at its option, may call up
to one hundred  percent  (100%) of this Warrant if the Per Share Market Value of
the Common  Stock has been  greater  than $.75 (as may be adjusted for any stock
splits  or  combinations  of the  Common  Stock)  for a period  of  twenty  (20)
consecutive  Trading Days immediately  prior to the date of delivery of the Call
Notice (a "CALL NOTICE  PERIOD") by providing the Holder of this Warrant written
notice  pursuant  to  Section  13 (the "CALL  NOTICE");  PROVIDED,  THAT (a) the
Registration  Statement is then in effect and has been effective,  without lapse
or suspension of any kind,  for a period of 60  consecutive  calendar  days, (b)
trading in the Common Stock shall not have been  suspended by the Securities and
Exchange  Commission and (c) the Issuer is in material compliance with the terms
and conditions of this Warrant and the other  Transaction  Documents (as defined
in the Purchase Agreement);  PROVIDED,  FURTHER, that the Registration Statement
is in effect from the date of  delivery of the Call Notice  until the date which
is the later of (i) the date the Holder  exercises  the Warrant  pursuant to the
Call Notice and (ii) the 20th day after the Holder receives the Call Notice (the
"EARLY  TERMINATION  DATE").  The rights and privileges granted pursuant to this


                                       13
<PAGE>

Warrant with respect to the shares of Warrant  Stock  subject to the Call Notice
(the "CALLED WARRANT SHARES") shall expire on the Early Termination Date if this
Warrant is not  exercised  with respect to such Called  Warrant  Shares prior to
such Early  Termination  Date. In the event this Warrant is not  exercised  with
respect to the Called  Warrant  Shares,  the Issuer shall remit to the Holder of
this  Warrant  (A)  $.01  per  Called  Warrant  Share  and  (B)  a  new  Warrant
representing the number of shares of Warrant Stock, if any, which shall not have
been  subject to the Call  Notice  upon the Holder  tendering  to the Issuer the
applicable Warrant certificate.

     9.   DEFINITIONS.  For the purposes of this Warrant,  the  following  terms
have the following meanings:

            "ADDITIONAL SHARES OF COMMON STOCK" means all shares of Common Stock
     issued by the Issuer after the Original Issue Date, and all shares of Other
     Common, if any, issued by the Issuer after the Original Issue Date, except:
     (i)  securities  issued  pursuant to a bona fide firm  underwritten  public
     offering of the Issuer's securities, (ii) securities issued pursuant to the
     conversion or exercise of convertible or excercisable  securities issued or
     outstanding  on or prior to the  date  hereof  or  issued  pursuant  to the
     Purchase  Agreement,  (iii) the Warrant Stock,  (iv)  securities  issued in
     connection with strategic license  agreements so long as such issuances are
     not for the purpose of raising capital,  (v) Common Stock issued or options
     to purchase  Common Stock granted or issued  pursuant to the Issuer's stock
     option  plans and employee  stock  purchase  plans as they now exist,  (vi)
     securities  issued (other than for cash) in connection with a merger and/or
     acquisition, consolidation, sale or disposition of all or substantially all
     of the Issuer's  assets,  (vii) shares of Common Stock issued as payment of
     any  interest  on the  subordinated  convertible  promissory  notes  issued
     pursuant to the Purchase  Agreement  and (viii) any warrants  issued to the
     placement  agent  for  the   transactions   contemplated  by  the  Purchase
     Agreement.

            "BOARD" shall mean the Board of Directors of the Issuer.

            "CAPITAL   STOCK"  means  and  includes  (i)  any  and  all  shares,
     interests,  participations or other equivalents of or interests in (however
     designated)  corporate  stock,  including,  without  limitation,  shares of
     preferred or preference  stock,  (ii) all  partnership  interests  (whether
     general  or  limited)  in any  Person  which is a  partnership,  (iii)  all
     membership  interests or limited liability company interests in any limited
     liability company, and (iv) all equity or ownership interests in any Person
     of any other type.

            "CERTIFICATE   OF   INCORPORATION"    means   the   Certificate   of
     Incorporation of the Issuer as in effect on the Original Issue Date, and as
     hereafter from time to time amended, modified,  supplemented or restated in
     accordance  with the terms  hereof and thereof and  pursuant to  applicable
     law.

            "COMMON STOCK" means the Common Stock, par value $.001 per share, of
     the Issuer and any other  Capital Stock into which such stock may hereafter
     be changed.

                                       14
<PAGE>

            "COMMON STOCK EQUIVALENT" means any Convertible Security or warrant,
     option or other right to subscribe for or purchase any Additional Shares of
     Common Stock or any Convertible Security.

            "CONVERTIBLE SECURITIES" means evidences of indebtedness,  shares of
     Capital  Stock  or  other  Securities  which  are or  may  be at  any  time
     convertible into or exchangeable for Additional Shares of Common Stock. The
     term "Convertible Security" means one of the Convertible Securities.

            "GOVERNMENTAL  AUTHORITY"  means  any  governmental,  regulatory  or
     self-regulatory entity, department, body, official, authority,  commission,
     board,  agency or  instrumentality,  whether  federal,  state or local, and
     whether domestic or foreign.

            "HOLDERS"  mean the  Persons  who  shall  from  time to time own any
     Warrant. The term "Holder" means one of the Holders.

            "INDEPENDENT  APPRAISER"  means a  nationally  recognized  or  major
     regional  investment  banking firm or firm of independent  certified public
     accountants  of recognized  standing  (which may be the firm that regularly
     examines the financial  statements of the Issuer) that is regularly engaged
     in the business of appraising  the Capital Stock or assets of  corporations
     or other  entities  as going  concerns,  and which is not  affiliated  with
     either the Issuer or the Holder of any Warrant.

            "ISSUER" means V-ONE Corporation,  a Delaware  corporation,  and its
     successors.

            "MAJORITY  HOLDERS"  means  at any  time  the  Holders  of  Warrants
     exercisable  for a majority of the shares of Warrant Stock  issuable  under
     the Warrants at the time outstanding.

            "ORIGINAL ISSUE DATE" means February 27, 2004.

            "OTC BULLETIN BOARD" means the over-the-counter  electronic bulletin
     board.

            "OTHER  COMMON"  means any other  Capital Stock of the Issuer of any
     class which shall be  authorized at any time after the date of this Warrant
     (other than Common Stock) and which shall have the right to  participate in
     the distribution of earnings and assets of the Issuer without limitation as
     to amount.

            "OUTSTANDING  COMMON STOCK" means,  at any given time, the aggregate
     amount of  outstanding  shares of Common  Stock,  assuming  full  exercise,
     conversion or exchange (as  applicable) of all options,  warrants and other
     Securities which are convertible  into or exercisable or exchangeable  for,
     and any right to subscribe for, shares of Common Stock that are outstanding
     at such time.

            "PERSON"  means  an  individual,   corporation,   limited  liability
     company,   partnership,   joint  stock   company,   trust,   unincorporated
     organization,  joint  venture,  Governmental  Authority  or other entity of
     whatever nature.

                                       15
<PAGE>

            "PER  SHARE  MARKET  VALUE"  means  on any  particular  date (a) the
     closing  bid  price  for a share of  Common  Stock in the  over-the-counter
     market, as reported by the OTC Bulletin Board or in the National  Quotation
     Bureau  Incorporated or similar  organization  or agency  succeeding to its
     functions  of reporting  prices) at the close of business on such date,  or
     (b) if the Common Stock is not then  reported by the OTC Bulletin  Board or
     the National  Quotation  Bureau  Incorporated  (or similar  organization or
     agency succeeding to its functions of reporting  prices),  then the average
     of  the  "Pink  Sheet"  quotes  for  the  relevant  conversion  period,  as
     determined  in good faith by the holder,  or (c) if the Common Stock is not
     then  publicly  traded the fair market  value of a share of Common Stock as
     determined by the Board in good faith; PROVIDED, HOWEVER, that the Majority
     Holders,  after receipt of the  determination by the Board,  shall have the
     right to select,  jointly with the Issuer,  an  Independent  Appraiser,  in
     which  case,  the fair  market  value  shall be the  determination  by such
     Independent Appraiser; and PROVIDED, FURTHER that all determinations of the
     Per  Share  Market  Value  shall be  appropriately  adjusted  for any stock
     dividends,  stock splits or other similar  transactions during such period.
     The  determination of fair market value shall be based upon the fair market
     value of the  Issuer  determined  on a going  concern  basis as  between  a
     willing  buyer and a willing  seller and taking into  account all  relevant
     factors  determinative  of value,  and shall be final  and  binding  on all
     parties.  In  determining  the fair  market  value of any  shares of Common
     Stock, no  consideration  shall be given to any restrictions on transfer of
     the Common Stock  imposed by  agreement  or by federal or state  securities
     laws,  or to the  existence or absence of, or any  limitations  on,  voting
     rights.

            "PURCHASE  AGREEMENT" means the Note and Warrant Purchase  Agreement
     dated as of February  27,  2004 among the Issuer and the  investors a party
     thereto.

            "SECURITIES"  means any debt or  equity  securities  of the  Issuer,
     whether now or hereafter  authorized,  any instrument  convertible  into or
     exchangeable for Securities or a Security, and any option, warrant or other
     right to  purchase  or acquire any  Security.  "Security"  means one of the
     Securities.

            "SECURITIES  ACT" means the Securities  Act of 1933, as amended,  or
     any similar federal statute then in effect.

            "SUBSIDIARY" means any corporation at least 50% of whose outstanding
     Voting  Stock  shall at the time be owned  directly  or  indirectly  by the
     Issuer or by one or more of its  Subsidiaries,  or by the Issuer and one or
     more of its Subsidiaries.

            "TERM" has the meaning specified in Section 1 hereof.

            "TRADING DAY" means (a) a day on which the Common Stock is traded on
     the OTC Bulletin Board, or (b) if the Common Stock is not traded on the OTC
     Bulletin  Board,  a day  on  which  the  Common  Stock  is  quoted  in  the
     over-the-counter  market  as  reported  by the  National  Quotation  Bureau
     Incorporated  (or  any  similar   organization  or  agency  succeeding  its
     functions of reporting prices);  PROVIDED,  HOWEVER, that in the event that
     the Common Stock is not listed or quoted as set forth in (a) or (b) hereof,


                                       16
<PAGE>

     then  Trading  Day shall mean any day except  Saturday,  Sunday and any day
     which shall be a legal  holiday or a day on which banking  institutions  in
     the State of New York are authorized or required by law or other government
     action to close.

            "VOTING  STOCK"  means,  as  applied  to the  Capital  Stock  of any
     corporation,  Capital  Stock of any class or classes  (however  designated)
     having  ordinary voting power for the election of a majority of the members
     of the Board of Directors (or other  governing  body) of such  corporation,
     other than Capital  Stock having such power only by reason of the happening
     of a contingency.

            "WARRANTS"  means  the  Warrants  issued  and sold  pursuant  to the
     Purchase Agreement,  including,  without limitation,  this Warrant, and any
     other  warrants of like tenor  issued in  substitution  or exchange for any
     thereof  pursuant to the provisions of Section 2(c), 2(d) or 2(e) hereof or
     of any of such other Warrants.

            "WARRANT PRICE" initially means U.S. $.25, as such Warrant Price may
     be  adjusted  from  time to time  as  shall  result  from  the  adjustments
     specified in this Warrant, including Section 4 hereto.

            "WARRANT  SHARE NUMBER"  means at any time the  aggregate  number of
     shares of Warrant  Stock which may at such time be purchased  upon exercise
     of this Warrant, after giving effect to all prior adjustments and increases
     to such number made or required to be made under the terms hereof.

            "WARRANT  STOCK" means Common Stock  issuable  upon  exercise of any
     Warrant or  Warrants  or  otherwise  issuable  pursuant  to any  Warrant or
     Warrants.

     10.   OTHER NOTICES.  In case at any time:

                           (A)   the Issuer shall make any  distributions to the
                                 holders of Common Stock; or

                           (B)   the Issuer shall  authorize the granting to all
                                 holders  of  its  Common  Stock  of  rights  to
                                 subscribe for or purchase any shares of Capital
                                 Stock of any class or other rights; or

                           (C)   there  shall  be  any  reclassification  of the
                                 Capital Stock of the Issuer; or

                           (D)   there  shall be any capital  reorganization  by
                                 the Issuer; or

                           (E)   there shall be any (i)  consolidation or merger
                                 involving the Issuer or (ii) sale,  transfer or
                                 other  disposition of all or substantially  all
                                 of the  Issuer's  property,  assets or business
                                 (except  a merger  or other  reorganization  in
                                 which  the  Issuer   shall  be  the   surviving
                                 corporation  and its  shares of  Capital  Stock
                                 shall continue to be outstanding  and unchanged


                                       17
<PAGE>

                                 and  except  a  consolidation,   merger,  sale,
                                 transfer  or  other  disposition   involving  a
                                 wholly-owned Subsidiary); or

                           (F)   there  shall  be  a  voluntary  or  involuntary
                                 dissolution,  liquidation  or winding-up of the
                                 Issuer or any partial liquidation of the Issuer
                                 or distribution to holders of Common Stock;

then, in each of such cases,  the Issuer shall give written notice to the Holder
of the date on which (i) the books of the Issuer  shall close or a record  shall
be taken for such dividend,  distribution  or  subscription  rights or (ii) such
reorganization,    reclassification,    consolidation,    merger,   disposition,
dissolution,  liquidation or  winding-up,  as the case may be, shall take place.
Such notice also shall  specify the date as of which the holders of Common Stock
of record shall  participate  in such  dividend,  distribution  or  subscription
rights, or shall be entitled to exchange their certificates for Common Stock for
securities   or   other   property   deliverable   upon   such   reorganization,
reclassification,  consolidation, merger, disposition,  dissolution, liquidation
or  winding-up,  as the case may be. Such notice  shall be given at least twenty
(20) days prior to the record date or effective date for the event  specified in
such notice.

     11.  AMENDMENT AND WAIVER.  Any term,  covenant,  agreement or condition in
this  Warrant may be amended,  or  compliance  therewith  may be waived  (either
generally   or  in  a   particular   instance   and  either   retroactively   or
prospectively),  by a written instrument or written instruments  executed by the
Issuer and the Majority Holders;  PROVIDED,  HOWEVER,  that no such amendment or
waiver  shall  reduce the Warrant  Share  Number,  increase  the Warrant  Price,
shorten the period  during  which this  Warrant may be  exercised  or modify any
provision of this Section 11 without the consent of the Holder of this Warrant.

     12.  GOVERNING  LAW.  THIS  WARRANT  SHALL BE GOVERNED BY AND  CONSTRUED IN
ACCORDANCE  WITH THE LAWS OF THE STATE OF NEW  YORK,  WITHOUT  GIVING  EFFECT TO
PRINCIPLES OF CONFLICTS OF LAW.

     13.  NOTICES.  Any and all notices or other  communications  or  deliveries
required or permitted to be provided  hereunder shall be in writing and shall be
deemed given and  effective on the earlier of (i) the date of  transmission,  if
such  notice or  communication  is  delivered  via  facsimile  at the  facsimile
telephone  number  specified  for notice prior to 5:00 p.m.,  eastern time, on a
Trading Day, (ii) the Trading Day after the date of transmission, if such notice
or  communication  is delivered via facsimile at the facsimile  telephone number
specified for notice later than 5:00 p.m., eastern time, on any date and earlier
than 11:59 p.m., eastern time, on such date, (iii) the Trading Day following the
date  of  mailing,  if sent  by  overnight  delivery  by  nationally  recognized
overnight  courier  service  or (iv)  actual  receipt  by the party to whom such
notice is required to be given. The addresses for such  communications  shall be
with respect to the Holder of this Warrant or of Warrant  Stock issued  pursuant
hereto,  addressed to such Holder at its last known address or facsimile  number
appearing  on the books of the  Issuer  maintained  for such  purposes,  or with
respect to the Issuer, addressed to:

                        V-ONE Corporation
                        20300 Century Boulevard, Suite 200


                                       18
<PAGE>

                        Germantown, Maryland 20874
                        Attention: Margaret Grayson, President & Chief
                        Executive Officer
                        Tel. No.: (301) 515-5200
                        Fax No.:  (301) 916-8459

Copies of notices to the Issuer  shall be sent to  Kirkpatrick  & Lockhart  LLP,
1800 Massachusetts  Avenue, N.W., Suite 200,  Washington,  D.C. 20036, Tel. No.:
(202)  778-9076,  Fax No.: (202)  778-9100,  Attention:  Thomas F. Cooney,  III.
Copies of  notices to the Holder  shall be sent to  Jenkens &  Gilchrist  Parker
Chapin  LLP,  405  Lexington  Avenue,  New  York,  New  York  10174,  Attention:
Christopher S. Auguste, Facsimile No.: (212) 704-6288. Any party hereto may from
time to time  change its  address  for  notices by giving at least ten (10) days
written notice of such changed address to the other party hereto.

     14.  WARRANT  AGENT.  The Issuer may,  by written  notice to each Holder of
this  Warrant,  appoint an agent having an office in New York,  New York for the
purpose  of issuing  shares of Warrant  Stock on the  exercise  of this  Warrant
pursuant to subsection (b) of Section 2 hereof, exchanging this Warrant pursuant
to  subsection  (d) of Section 2 hereof or replacing  this  Warrant  pursuant to
subsection (d) of Section 3 hereof, or any of the foregoing,  and thereafter any
such  issuance,  exchange or  replacement,  as the case may be, shall be made at
such office by such agent.

     15.  REMEDIES. The Issuer stipulates that the remedies at law of the Holder
of this Warrant in the event of any default or threatened  default by the Issuer
in the  performance  of or compliance  with any of the terms of this Warrant are
not and will not be adequate and that, to the fullest  extent  permitted by law,
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 or otherwise.

     16.  SUCCESSORS AND ASSIGNS.  This Warrant and the rights  evidenced hereby
shall inure to the benefit of and be binding upon the  successors and assigns of
the Issuer, the Holder hereof and (to the extent provided herein) the Holders of
Warrant  Stock issued  pursuant  hereto,  and shall be  enforceable  by any such
Holder or Holder of Warrant Stock.

     17.  MODIFICATION AND  SEVERABILITY.  If, in any action before any court or
agency  legally  empowered  to  enforce  any  provision  contained  herein,  any
provision  hereof is found to be  unenforceable,  then such  provision  shall be
deemed modified to the extent  necessary to make it enforceable by such court or
agency.  If any such provision is not  enforceable as set forth in the preceding
sentence,  the  unenforceability  of such  provision  shall not affect the other
provisions  of this  Warrant,  but this  Warrant  shall be  construed as if such
unenforceable provision had never been contained herein.

     18.  HEADINGS.  The  headings  of the  Sections  of  this  Warrant  are for
convenience of reference  only and shall not, for any purpose,  be deemed a part
of this Warrant.

                                       19
<PAGE>

     IN WITNESS WHEREOF,  the Issuer has executed this Warrant as of the day and
year first above written.


                                    V-ONE CORPORATION


                                    By:
                                       ---------------------------------------
                                       Name:
                                       Title:


                                       20
<PAGE>
                                  EXERCISE FORM

                                V-ONE CORPORATION

The  undersigned  _______________,  pursuant  to the  provisions  of the  within
Warrant,  hereby  elects to  purchase  _____  shares  of  Common  Stock of V-ONE
Corporation covered by the within Warrant.

Dated: _________________      Signature   ___________________________

                              Address     _____________________

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

Number of shares of Common Stock beneficially owned or deemed beneficially owned
by the Holder on the date of Exercise: _________________________

                                   ASSIGNMENT

FOR VALUE RECEIVED,  _________________  hereby sells, assigns and transfers unto
__________________  the within Warrant and all rights evidenced thereby and does
irrevocably constitute and appoint _____________, attorney, to transfer the said
Warrant on the books of the within named corporation.

Dated: _________________      Signature   ___________________________

                              Address     _____________________

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

                               PARTIAL ASSIGNMENT

FOR VALUE RECEIVED,  _________________  hereby sells, assigns and transfers unto
__________________  the right to  purchase  _________  shares of  Warrant  Stock
evidenced  by the within  Warrant  together  with all rights  therein,  and does
irrevocably  constitute and appoint  ___________________,  attorney, to transfer
that part of the said Warrant on the books of the within named corporation.

Dated: _________________      Signature   ___________________________

                              Address     _____________________

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

                           FOR USE BY THE ISSUER ONLY:

                                       21
<PAGE>

This Warrant No. W-___ canceled (or  transferred or exchanged) this _____ day of
___________,  _____,  shares  of Common  Stock  issued  therefor  in the name of
_______________,  Warrant No.  W-_____ issued for ____ shares of Common Stock in
the name of _______________.


                                       22