Exhibit 4.2  


FIRST AMENDMENT TO THE

REGISTRATION RIGHTS AGREEMENT  


        This First Amendment to the Registration Rights Agreement ("Agreement") dated February 27, 2003 by and among SafeNet, Inc. ("Company"), Raqia
Networks, Inc. ("Stockholder"), Rachelle Heller, Innovation Investments, LLC, Helmsbridge Holdings Ltd., Orin Hirschman and Paul Jacobs (collectively and together with the Stockholder,
"Holders of a Majority of the Remaining Registrable Securities") is made as of this 24th day of June, 2003. Defined terms not defined herein shall have the meaning given in the Agreement. 


        WHEREAS, pursuant to the Agreement and a registration request delivered to the Company pursuant to Section 2.1(a) of the Agreement,
the Company was obligated to file a registration statement with the Commission for the resale of all of the Registrable Securities by May 28, 2003. 



        WHEREAS, on May 27, 2003, the Company notified the Stockholder and Permitted Transferees that the Company would exercise its right
to delay such filing pursuant to Section 2.1(c) of the Agreement. 


        WHEREAS, on June 13, 2003, the Company filed with the Commission a registration statement on Form S-3 (as
amended from time to time, the "Registration Statement") for the sale by the Company of up to 2,875,000 shares of common stock of the Company in an underwritten offering (as amended to reflect the
terms of this First Amendment, the "Offering") 


        WHEREAS, the Company is willing to include up to 176,929 of the Registrable Securities in the Offering subject to the holders of at least
a majority of the remaining Registrable Securities agreeing (x) to amend the Agreement to permit the Company to postpone the filing of a registration statement with respect to the remaining
Registrable Securities until ninety (90) days after the consummation of the Offering contemplated by the Registration Statement and (y) that no other Registrable Securities shall be
included in the Offering. 


        WHEREAS, the Company and the holders of at least a majority of the Registrable Securities (which includes the Stockholder and the Holders
of a Majority of the Remaining Registrable Securities) have agreed to amend the Agreement in order to achieve the objectives outlined above. 


        NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties hereto,
for themselves, their successors and assigns, hereby agree to amend the Agreement to contain the provisions set forth in paragraphs 1 through 3 below and as follows: 



	1.
	The
Company shall include in the Registration Statement 176,929 Registrable Securities, such Securities being those that were placed into escrow pursuant to an escrow agreement dated
February 27, 2003 among the Company, the Stockholder and Wachovia Bank, National Association and that, subject to any claims being made pursuant thereto, shall be distributed to Stockholder on
June 27, 2003. Such Registrable Securities shall be included in the initial offering pursuant to such Registration Statement and not in any over-allotment offering. Stockholder
represents and warrants that upon such distribution, Stockholder will be the sole record and beneficial holder of such Registrable Securities and Stockholder has not taken any action to authorize the
distribution of such shares.



	2.
	Stockholder
agrees to hold the 176,929 Registrable Securities upon such distribution and to not distribute same until the Registration Statement is withdrawn. Upon execution of an
underwriting agreement in connection with the Offering, Stockholder shall deliver such Registrable Securities to the custodian designated under a Custody Agreement in the form attached hereto. The
Holders of a Majority of the Remaining Registrable Securities agree to cause Stockholder to comply with the provisions of this paragraph 2. 









	3.
	The
Stockholder and Holders of a Majority of the Remaining Registrable Securities agree as follows:



	a)
	For
the purpose of Section 2.1(c)(x)(i) of the Agreement, notwithstanding anything to the contrary contained in the Agreement, with respect to the postponement of the
filing of the registration statement as to which the Company gave notice on May 27, 2003, the Company shall have the right to delay the filing of a registration statement with respect to the
remaining Registrable Securities pursuant to Section 2.1(c), which was requested by the Stockholder pursuant to Section 2.1(a) (the "Demand Registration"), until ninety (90) days
after the consummation of the Offering contemplated by the Registration Statement. The Company acknowledges that (i) no further notice pursuant to Section 2.1(a) is required with respect
to the Demand Registration and (ii) the Company has no further right to postpone the filing or effectiveness of the registration statement relating to the Demand Registration pursuant to
Section 2.1(c) or otherwise.



	b)
	Except
as provided in paragraph 1 of this First Amendment, no Holder shall have the right to include any Registrable Securities in the Offering pursuant to Section 2.1(a)
or 2.2(a) of the Agreement or otherwise. Further, the Company shall not be required to comply with the obligations under Section 2.2(a) to provide notice in connection with the Offering.






	4.
	The
Stockholder agrees to execute and deliver to the underwriters named therein, the Underwriting Agreement, Custody Agreement and Irrevocable Power of Attorney of Selling Stockholder
in substantially the same forms as attached hereto when requested by the representatives of such underwriters as therein identified.



	5.
	The
Agreement, except as otherwise expressly amended hereby, shall remain in full force and effect.



	6.
	This
First Amendment shall be governed by and construed in accordance with the laws of the State of Delaware as applied to contracts entered into and performed entirely in Delaware.



	7.
	This
First Amendment may be executed simultaneously in any number of counterparts, each of which shall be deemed an original, but all such counterparts shall together constitute one
and the same instrument. 











        IN
WITNESS WHEREOF, the parties have cause the First Amendment to the Registration Rights Agreement to be executed under seal as of the date first above written. 



	SAFENET, INC.	 	RAQIA NETWORKS, INC.
	

By:	

  

/s/  CAROLE D. ARGO      
	
 	

By:	

  

/s/  ROBERT JACOBS      

	Name: Carole D. Argo

Title: CFO	 	Name: Robert Jacobs

Title: CFO





HOLDERS OF A MAJORITY

    OF THE REMAINING

    REGISTRABLE SECURITIES:  



	
HELMSBRIDGE HOLDINGS LTD.	
 	

INNOVATION INVESTMENTS, LLC
	
By:	

  

/s/  ANTHONY HELLER      
 Name: Anthony Heller

Title: President	
 	

By:	

 

/s/  ERIC GREENBERG      
 Name: Eric Greenberg

Title: President
	



/s/  RACHELLE HELLER      
 Rachelle Heller	
 	

 	

 
	



/s/  ORIN HIRSCHMAN      
 Orin Hirschman	
 	

 	

 
	



/s/  PAUL JACOBS      
 Paul Jacobs