V-ONE CORPORATION
                               20250 Century Blvd.
                                    Suite 300
                              Germantown, MD 20874


                                November 21, 1997

                              Employment Agreement

V-One Corporation,  a Delaware corporation (the "Company"),  and David D. Dawson
agree as follows:

1.  POSITIONS AND RESPONSIBILITIES

         1.1 You shall serve in the  executive  capacity as President  and Chief
Executive  Officer  and  perform  the duties  customarily  associated  with such
capacity  from time to time and at such  place or places  as the  Company  shall
designate  or as shall be  appropriate  and  necessary in  connection  with such
employment.

         1.2.  You  will,  to  the  best  of  your  ability,  devote  your  full
professional  time and best efforts to the performance of your duties  hereunder
and the business and affairs of the Company.

         1.3. You will duly,  punctually and faithfully  perform and observe any
and all  rules and  regulations  which the  Company  may now or shall  hereafter
reasonably establish governing the conduct of its business.

         1.4.  Subject to  confirmation  by the present Board of  Directors,  in
accordance with the Charter and Bylaws of the Company,  you will be elected as a
director to fill a term expiring at the annual  meeting of  shareholders  in the
year 2000;  provided,  however,  that in the event you  employment as CEO should
terminate for any reason,  you hereby  irrevocably agree to resign as a director
effective upon such termination.


2.  TERM OF EMPLOYMENT

         2.1. The term of your  employment  agreement shall commence on November
21st  1997  and  terminate  in two  years,  subject  to  automatic  renewal  for
successive  one-year  terms unless either party shall have notified the other in
writing not less than 30 days prior to the then current  expiration date of this
Agreement of such party's determination not to renew this Agreement.

         2.2.     The Company shall have the right, on written notice to you,

                  (a) to terminate your  employment  immediately at any time for
cause, or



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                  (b) to terminate  your  employment at any time after  November
21st 1997, or to not renew the Agreement at any time, without cause provided the
Company  shall be  obligated  in either case to pay to you as  severance  pay an
amount  equal to one year's  base salary  (or,  if greater  than one year,  base
salary for the remainder of the period from the date of  termination to November
21st 1999) less applicable  taxes and other required  withholding and any amount
you may owe to the Company, payable in full immediately upon such termination.

         2.3. For purposes of Section 2,2, you may be  terminated  for cause if,
in the reasonable  determination  of the Company's  Board of Directors,  you are
convicted  of  any  felony  or  of  any  crime  involving  moral  turpitude,  or
participate  in fraud  against the  Company,  or  wrongfully  disclose any trade
secrets  or  other  confidential  information  of  the  Company  to  any  of its
competitors,  or materially breach Section 5 of this Agreement or any provisions
of the  Proprietary  Information  Agreement  (as  defined  in  Section 6 hereof)
between you and the Company.

3.  COMPENSATION; STOCK OPTIONS; RELOCATION

         3.1.  The  Company  shall pay to you for the  services  to be  rendered
hereunder a base salary at an annual rate of $200,000  subject to  increase,  in
accordance  with the  policies  of the  Company  as  determined  by its Board of
Directors from time to time,  payable in installments in accordance with Company
policy.

                  (a) The Compensation  Committee of the Board of Directors will
review the base salary from time to time, no less frequently than annually,  and
may in its sole  discretion  adjust the base salary upward but not downward,  to
reflect performance, appropriate industry guideline data and other factors.

                  (b) If certain  performance goals reasonably  established from
time to time by the  Board of  Directors  of the  Company  are met,  you will be
entitled to a cash performance bonus of 40% of base salary, with respect to each
fiscal  year.  The  amount of such bonus  percentage  may be  increased  but not
decreased by the Board of Directors  of the  Company.  Performance  in excess of
100% of plan objectives will be rewarded at an incrementally  higher percentage.
Metrics  will  also  be  reasonably   established   to  measure  and  compensate
appropriately for performance below the plan goals.

         3.2.  You shall also be entitled to all rights and  benefits  for which
you  shall  be  eligible  under  deferred  bonus,   pension,   group  insurance,
profit-sharing or other Company benefits which may be in force from time to time
and provided for the Company's executives generally.

         3.3. You will be reimbursed for reasonable  expenses incurred on behalf
of the Company upon presentation of appropriate receipts.

         3.4      Stock Options

         You have  been  granted  option  to  purchase  800,000  shares of V-One
Corporation  Common  Stock.  The  purchase  price per share is $3.125 The option
vests over four years at a rate of one-fourth  per year on each of November 21st
1998,  1999,  2000 and 2001. In the event that the Company should  terminate you
without  case,  then the option for the year in which  such  termination  occurs

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shall fully vest and shall be exercisable  within 90 days. All unvested  options
will also  immediately vest in full upon the declaration of an Change in Control
as set forth in Paragraph 2.06 of the V-One 1996 Incentive Stock Plan.

         The options  granted will be ISO's as defined by the  Internal  Revenue
Code to the maximum  extent  possible.  Options  above that limit will issued as
non-qualified stock options.

         Unvested  warrants/options  will expire in the event your employment is
terminated  voluntarily by you, or in the event your employment is terminated by
the Company for cause.

         3.5      Relocation

         The Company will pay for your direct relocation expenses, including the
reasonable and customary cost of moving your household  goods and reasonable and
customary  closing costs for the sale of your present home and the purchase of a
new home, such as real estate brokers' commissions,  together with an additional
Amount of cash  sufficient to pay any personal  income taxes payable as a result
of the Company's payment of your direct relocation expenses. In the interim, the
Company  will  also  provide  you a  furnished  apartment,  or  suitable  living
quarters, in the general vicinity of the Company's corporate  headquarters.  The
total amount of moving & living expenses associated with your relocation will be
limited to $60,000.

4.  BOARD OF DIRECTORS

         Subject to the  provisions  of the  Company's  charter and bylaws,  one
directorship  (in  addition  to your own) shall be  reserved  for  election of a
person  nominated  by you  and  approved  by a  majority  of the  directors.  In
addition,  a committee of the Board,  consisting of you,  James F. Chan, and one
other  director  agreed  upon by you and  James F.  Chen  will be formed to make
recommendations  for replacement of members of the Board of Directors during the
first twelve months of your tenure.  Notwithstanding the foregoing,  however, it
is understood and agreed that no action  concerning the composition of the Board
of  Directors  shall be taken except in strict  conformity  with the charter and
bylaws of the  Company.  It is further  understood  that the  charter  presently
provides  that a director  may not be removed  from office  except for cause and
upon a vote of at least 67% of the  outstanding  shares of the capital  stock of
the Company  entitled to vote  generally in the election of directors  cast at a
meeting called for that purpose.

5.  OTHER ACTIVITIES DURING EMPLOYMENT

         5.1 Except as stated  herein or with the prior  written  consent of the
Company's  Board of  Directors,  you will not during the term of this  Agreement
undertake or engage in any other employment,  occupation or business  enterprise
other than ones in which you are a passive  investor  with the exception of your
current  position on the Board of Directors  of  Progressive  Systems  which all
parties acknowledge is not in competition with the Company.

         5.2.  Except as permitted by Section 5.3, you will not acquire,  assume
or participate in, directly or indirectly, any position,  investment or interest

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adverse or antagonistic to the Company, its business or prospects,  financial or
otherwise, or take any action toward or looking toward any of the foregoing.

         5.3. During the term of your employment by the Company except on behalf
of the Company or its subsidiaries, you will not directly or indirectly, whether
as  an  officer,  director,   stockholder,   partner,   proprietor,   associate,
representative,  consultant,  or otherwise  become or be interested in any other
person,  Corporation,   firm,  partnership  or  other  entity  whatsoever  which
manufactures,  markets,  sells,  distributes  or  provides  consulting  services
concerning  products or services  which compete with those of the Company or any
of its  subsidiaries.  However,  nothing in this Section 5.3 shall  preclude you
from  holding  less than ten  percent of the  outstanding  capital  stock of any
corporation  required to file periodic  reports with the Securities and Exchange
Commission under Section 13 or 15(d) of the Securities  Exchange Act of 1934, as
amended, the securities of which are listed on any Securities  exchange,  quoted
on the National  Association of Securities Dealers Automated Quotation System or
traded in the over-the-counter  market.  During the term of your employment with
the Company  you will also not  directly or  indirectly  intentionally  solicit,
endeavor  to  entice  away  from  he  Company,  or any of its  subsidiaries,  or
otherwise  interfere  with  the  relationship  of  the  Company,  or  any of its
subsidiaries with, any person who is employed by or otherwise engaged to perform
services for the Company, or any of its subsidiaries (including, but not limited
to, any independent sales  representatives or  organizations),  or any person or
entity who is, or was within the then most recent 12-month period, a customer or
client of the Company, or any of its subsidiaries,  whether for your own account
or for the account of any other person, corporation,  firm, partnership or other
entity whatsoever.

6.  FORMER EMPLOYMENT

         6.1. You represent and warrant that your employment by the Company will
not  conflict  with and will  not be  constrained  by any  prior  employment  or
consulting agreement or relationship.  You represent and warrant that you do not
possess confidential  information arising out of prior employment which, in your
best  judgment,  could be utilized in  connection  with your  employment  by the
company in the absence of Section 6.2.

         6.2.  If, in spite of the second  sentence of Section  6.1,  you should
find that  confidential  information  belonging to any former  employer might be
usable in connection  with the company's  business,  you will not  intentionally
disclose  to the  Company  or use on  behalf  of the  Company  any  confidential
information belonging to any other former employers;  but during your employment
by the company you will use in the  performance  of your duties all  information
which is  generally  known and used by  persons  with  training  and  experience
comparable  to your own and all  information  which is common  knowledge  in the
industry or otherwise legally in the public domain.

7.  PROPRIETARY  INFORMATION  AND  INVENTIONS  You  agree  to be  bound  by  the
provisions  of the  Proprietary  Information  Agreement  dated  the date of this
Agreement between you and the Company (the 'Proprietary Information Agreement').

8.  SURVIVAL  Your duties  under the  Proprietary  Information  Agreement  shall
survive  termination of your  employment with the Company to the extent provided
under such Proprietary Information Agreement.


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9.  ASSIGNMENT  This  Agreement  and the rights and  obligations  of the parties
hereto  bind and inure to the  benefit of any  successor  or  successors  of the
Company  by  way   reorganization,   or  merger  and  any  assignee  of  all  or
substantially  all or its business and  properties,  but,  except as to any such
successor or assignee of the Company,  neither this  Agreement nor any rights or
benefits hereunder may be assigned by the Company or by you.

10.  INTERPRETATION  In case any one or more of the provisions  contained in the
agreement shall, for any reason, be held to be invalid, illegal or unenforceable
in any respect, such invalidity, illegality or unenforceability shall not affect
the other provision of this agreement;  and this Agreement shall be construed as
if such invalid,  illegal or  unenforceable  provision had never been  contained
herein.  If,  moreover,  any  one or more of the  provisions  contained  in this
Agreement  shall for any reason be held to be excessively  broad as to duration,
geographical  scope,  activity or subject, it shall be construed by limiting and
reducing it so as to be enforceable to the extent compatible with the applicable
law as it shall then appear.

11.  NOTICES  Any notice  which the Company is required or may desire to give to
you shall be given by personal  delivery or registered or certified mail, return
receipt  requested,  addressed to you at the address of record with the Company,
or at such other place as you may from time to time  designate  in writing.  Any
notice  which you are  required or may desire to give to the  Company  hereunder
shall be given by personal  delivery or by registered  or certified  mail return
receipt requested,  addressed to the Company at its principal office, or at such
other office as the Company may from time to time  designate in writing,  to the
attention of the Chairman of the  Compensation  Committee.  The date of personal
delivery or the date of mailing  such  notice  shall be deemed to be the date of
delivery thereof.

12.  WAIVER If either party should  waive any breach of any  provisions  of this
Agreement,  he or it shall not thereby be deemed to have waived any preceding or
succeeding breach of the same or any other provisions of this Agreement

13.  COMPLETE  AGREEMENT  AMENDMENTS The foregoing,  together with a proprietary
Information  Agreement  between you and the Company,  is the entire agreement of
the parties with respect to the subject  matter thereof and supersedes all prior
understandings.  This  Agreement  may not be amended,  supplemented  canceled or
discharged except by written instrument executed by both parties hereto.

14.  APPLICABLE LAW This agreement has been negotiated in, and shall be governed
by the laws of the State of Maryland,  without  giving effect to conflict of law
principles.


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15. HEADING The heading of the sections hereof are inserted for convenience only
and deemed to constitute a part hereof nor to affect the meaning thereof.

                                           V-One Corporation



                                       By  /s/ William E. Odom
                                          --------------------------

                                          Chairman, Compensation Committee
                                          Board of Directors

Accepted and agreed as of the
21st Day of November 1997



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