EXECUTION COPY
                          MUTUAL TERMINATION AGREEMENT

          This  MUTUAL  TERMINATION  AGREEMENT  dated  September  28,  2004 (the
"AGREEMENT") is made and entered into by and among  SteelCloud,  Inc., a company
organized under the laws of the  Commonwealth of Virginia  ("STEELCLOUD"),  SCLD
Acquisition  Corp.,  a Delaware  corporation  and  wholly  owned  subsidiary  of
SteelCloud ("MERGECO"), and V-ONE Corporation, a Delaware corporation ("V-ONE").
SteelCloud,  Mergeco,  V-ONE are  collectively  referred to as the "PARTIES" and
each  individually  as  a  "PARTY."  SteelCloud,  Mergeco  and  their  officers,
directors, security-holders, affiliates, agents and representatives are at times
collectively  referred  to herein as the  "STEELCLOUD  GROUP"  and V-ONE and its
officers,  directors,  security-holders,  affiliates, agents and representatives
are at  times  collectively  referred  to  herein  as  the  "V-ONE  GROUP."  All
capitalized  terms used but not otherwise  defined herein shall have the meaning
ascribed thereto in the Merger Agreement (as hereinafter defined).

          WHEREAS,  on August 11, 2004,  SteelCloud,  Mergeco and V-ONE  entered
into an Agreement and Plan of Merger (the "MERGER AGREEMENT");

          WHEREAS,  the Merger  Agreement  provided  for a tax-free  issuance of
securities  pursuant to the provisions of Section 368(a) of the Internal Revenue
Code,  whereby  SteelCloud  was to acquire  100% of the  capital  stock of V-ONE
through  the merger of Mergeco  with and into V-ONE (the  "MERGER")  pursuant to
which the separate  corporate  existence of Mergeco was to cease and V-ONE would
continue  unimpaired  as the  surviving  corporation  of such Merger as a wholly
owned subsidiary of SteelCloud;

          WHEREAS,  in consideration of the Merger, the receipt by SteelCloud of
all of the issued and outstanding  common stock of V-ONE,  the conversion of all
of the issued and outstanding  shares of Series C Preferred Stock of V-ONE,  the
conversion  of all of the issued and  outstanding  shares of Series D  Preferred
Stock of  V-ONE,  and the  conversion  of all of the  outstanding  7% notes  due
February 27, 2009 of V-ONE in an aggregate unpaid principal and accrued interest
amount as of August 11, 2004 of  $1,222,167,  SteelCloud  agreed to issue to the
security-holders  of V-ONE that number of shares of SteelCloud  common stock and
five-year  warrants to purchase  additional shares of SteelCloud common stock as
provided in the Merger Agreement;

          WHEREAS,  the Merger Agreement provided that at the Effective Time all
of the officers and  directors of V-ONE would be replaced by persons  designated
by SteelCloud;

          WHEREAS,  in  connection  with the Merger  Agreement,  the Parties and
certain  related parties also entered into, or agreed to enter into, as the case
may be, the  Cancellation  Agreement  for  Series C  Preferred  Stock  Warrants,
Cancellation  Agreement for Series D Convertible  Preferred Stock Warrants,  the
Cancellation and Termination Agreement for 7% Subordinated Convertible Notes and
Warrants,  the  Grayson  Employment  Agreement,  the  Voting  and  Subordination
Agreements  entered into by and among SteelCloud and the holders of the Series C
Preferred Stock and the Voting and Subordination  Agreements entered into by and
among  SteelCloud  and  the  holders  of the  Series  D  Preferred  Stock  which
agreements,  together with the Merger  Agreement,  are collectively  referred to
herein as the "TRANSACTION Documents."

          WHEREAS,  the Board of Directors of each of  SteelCloud  and V-ONE has
determined  that it is in the best  interests  of all Parties to  terminate  the
Transaction Documents and to release each other from all duties, rights, claims,
causes of action,  obligations and liabilities  arising from, in connection with
or relating to the Transaction Documents, all as provided herein.

          NOW,   THEREFORE,   in  consideration  of  the  mutual  covenants  and
agreements  set  forth  in this  Agreement,  and for  other  good  and  valuable

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consideration, the receipt and sufficiency of which are hereby acknowledged, the
Parties, intending to be legally bound, agree as follows:

          1.  AGREEMENT TO TERMINATE.  Subject to the terms and  conditions  set
forth herein, the Parties agree,  concurrently with the Termination  Closing (as
defined  herein) to terminate  the  Transaction  Documents  and the  Transaction
Documents  will be  terminated  and of no  further  force  and  effect as of the
Termination   Closing   pursuant  to  Section  8.1  of  the  Merger   Agreement.
Additionally,  on the Termination Closing Date (as defined herein),  the Parties
shall take all actions that counsel to the Parties  reasonably deem necessary to
render the Merger Agreement and the other Transaction Documents null and void AB
INITIO.

          2. TERMINATION  CLOSING.  The closing  ("TERMINATION  CLOSING") of the
transactions contemplated by Section 1 of this Agreement shall take place at the
offices of Gersten, Savage,  Kaplowitz,  Wolf & Marcus, LLP, 101 E. 52nd Street,
9th Floor,  New York,  New York 10022 at 2:00 p.m. on  September  28, 2004 or at
such other time and place as the Parties may agree ("TERMINATION CLOSING DATE").

          3.  APPROVAL.  This  Agreement  has  been  approved  by the  board  of
directors of each of SteelCloud and V-ONE.

          4.  NO  OBLIGATION.   Upon  execution  hereof,  each  of  the  Parties
acknowledges that no Party shall have any further obligations to any other Party
herein other than as set forth in this Agreement.

          5.  CONFIDENTIAL INFORMATION. Unless otherwise agreed to in writing by
the  Party  disclosing  (or  whose   representatives   disclosed)  the  same  (a
"DISCLOSING  PARTY"),  each Party (a "RECEIVING PARTY") (a) will, and will cause
its affiliates,  directors,  officers, employees, agents and controlling persons
(such affiliates and other persons with respect to any Party being  collectively
referred  to  as  such  Party's  "REPRESENTATIVES")  to  keep  all  Confidential
Information (as defined herein) of the Disclosing Party in strict confidence and
not  disclose or reveal any such  Confidential  Information  to any person other
than those  Representatives of the Receiving Party who participated in effecting
the transactions  contemplated in the Merger Agreement, (b) used, and caused its
Representatives  to use, such  Confidential  Information only in connection with
consummating the transactions contemplated in the Merger Agreement and enforcing
the Receiving Party's rights  thereunder,  and (c) did not and will not use, and
caused or will cause its Representatives not to use, Confidential Information in
any manner  detrimental to the Disclosing  Party.  In the event that a Receiving
Party is requested  pursuant to, or required by, applicable law or regulation or
by legal  process to disclose any  Confidential  Information  of the  Disclosing
Party,  the Receiving Party will provide the Disclosing Party with prompt notice
of such  request(s)  to  enable  the  Disclosing  Party  to seek an  appropriate
protective order. A Party's  obligations  hereunder with respect to Confidential
Information  that (a) is disclosed to a third party with the Disclosing  Party's
written  approval,  (b) is  required  to be  produced  under order of a court of
competent  jurisdiction or other similar  requirements of a governmental agency,
or (c) is  required to be  disclosed  by  applicable  law or  regulation,  will,
subject  in the  case of  clauses  (b) and (c)  above to the  Receiving  Party's
compliance with the preceding sentence, cease to the extent of the disclosure so
consented to or required,  except to the extent otherwise  provided by the terms
of such  consent or covered by a  protective  order.  Each  Receiving  Party has
returned all  Confidential  Information to the  Disclosing  Party that delivered
such Confidential Information or has destroyed all such Confidential Information
and  has  destroyed  summaries,  analyses  or  extracts  prepared  by it or  its
Representatives.

For purposes of this Section 5, "CONFIDENTIAL  INFORMATION" of a Party means all
confidential or proprietary information about such Party that is furnished by it
or its Representatives to the other Party or the other Party's  Representatives,
regardless  of the manner in which it is furnished.  "Confidential  Information"
does not include,  however,  information  which (a) has been or in the future is
published or is now or in the future is otherwise in the public  domain  through
no fault of the Receiving Party or its Representatives, (b) was available to the
Receiving Party or its Representatives on a non-confidential  basis prior to its
disclosure by the Disclosing Party, (c) becomes available to the Receiving Party
or its Representatives on a non-confidential  basis from a person other than the
Disclosing  Party  or  its  Representatives  who  is not  otherwise  bound  by a
confidentiality  agreement with the Disclosing Party or its Representatives,  or
is not otherwise  prohibited from  transmitting the information to the Receiving
Party or its Representatives, or (d) is independently developed by the Receiving
Party or its Representatives through persons who have  not had, either directly
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or indirectly, access to or knowledge of such information. Nothing contained in
this Section 5 shall be construed to limit a Receiving Party's right to
independently develop or acquire products without use of the Disclosing Party's
Confidential Information.

          6.  NO MATERIAL  CHANGE. Each Party hereto  represents  that since the
execution  of the Merger  Agreement,  there has been no  material  change in its
financial  condition,  financial  developments  or  business  that  has not been
disclosed  to the  other  Parties,  nor  is  there  a  transaction  pending  the
consummation  of which would be reasonable  likely to cause a material change in
its financial  condition,  financial  developments or business that has not been
disclosed to the other Parties.

          7.  EXPENSES.  Each Party shall bear all of its own costs and expenses
incurred in  connection  with the  Transaction  Documents  and the  transactions
contemplated thereby.

          8.  NON-SOLICITATION  OF EMPLOYEES.  Except as is consistent with each
Party's  standard   recruitment  practice  which  may  include  solicitation  of
employees through employment agencies,  advertisements in newspapers, magazines,
trade  journals  or the  Internet,  for a period of two (2) years  from the date
hereof, no Party shall, without the other Party's prior written consent, solicit
any  employee of the other Party to leave the other  Party's  employ in order to
accept  employment  with the  soliciting  Party or any other  person.

          9.  MUTUAL RELEASES.

              (i)   BY V-ONE. On the Termination Closing Date, V-ONE, for itself
and on behalf of each of the members of the V-ONE Group, does hereby jointly and
severally  forever  discharge and release each of the members of the  SteelCloud
Group  from  any and  all  claims,  damages,  actions,  judgments,  obligations,
attorneys' fees, indemnities,  subrogations,  duties, demands, controversies and
liabilities of every nature at law or in equity,  liquidated,  or  unliquidated,
known or unknown,  matured or unmatured,  foreseeable  or  unforeseeable,  which
V-ONE or the members of the V-ONE Group, or any of them, had or have arising out
of any circumstance,  thing, or event alleged, or arising out of the Transaction
Documents  and any  ancillary  agreement or  instrument  entered  into  pursuant
thereto,  and any and all other  matters  of any  nature  whatsoever,  including
without limitation any and all past, present, pending or threatened litigation.

              (ii)  BY STEELCLOUD AND MERGECO. On the Termination  Closing Date,
SteelCloud,  for itself and on behalf of each of the  members of the  SteelCloud
Group (other than Mergeco), and Mergeco, do hereby jointly and severally forever
discharge  and  release  each of the members of the V-ONE Group from any and all
claims, damages, actions, judgments, obligations,  attorneys' fees, indemnities,
subrogations,  duties, demands, controversies and liabilities of every nature at
law or in equity,  liquidated,  or  unliquidated,  known or unknown,  matured or
unmatured,  foreseeable or unforeseeable,  which SteelCloud,  the members of the
SteelCloud Group (other than Mergeco),  or Mergeco,  or any of them, had or have
arising out of any circumstance,  thing, or event alleged, or arising out of the
Transaction  Documents  and any ancillary  agreement or instrument  entered into
pursuant  thereto,  and any and all  other  matters  of any  nature  whatsoever,
including without  limitation any and all past,  present,  pending or threatened
litigation.

              (iii) EXTENT OF  RELEASES.  Each  of the Parties  understands  and
agrees that the mutual  releases  set forth above  extend to all claims of every
kind,  nature  and  description  whatsoever,  known  or  unknown,  suspected  or
unsuspected.

          10. PUBLICITY AND DISCLOSURE.  Each of SteelCloud and V-ONE shall file
a Form 8-K with the Securities and Exchange  Commission to describe the terms of
this  Agreement,  substantially  in the forms  attached  hereto as EXHIBIT 1 AND
EXHIBIT 2. Immediately after the Termination Closing, SteelCloud and V-ONE shall
issue a joint  press  release  disclosing  the  termination  of the  Transaction
Documents,  substantially  in the form  attached  hereto as EXHIBIT 3. Except as
required  by law,  no  other  press  releases  shall  be  issued  regarding  the
termination of the Transaction  Documents by any Party without the prior written
consents of the other Parties.

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          11. REPRESENTATIONS OF THE PARTIES. Each Party represents to the other
that it has all  requisite  power and  authority  to  execute  and  perform  its
obligations  under this  Agreement;  that it has taken all  necessary  action to
authorize  such  execution,  delivery  and  performance;  that  such  execution,
delivery and performance does not violate or conflict with any law applicable to
it, any provision of its charter or bylaws, or any order or judgment or order of
any  court  or  other  agency  of  government  applicable  to it and that it has
obtained any and all consents necessary such that this Agreement, when executed,
will  constitute  the  legal,  valid  and  binding  obligation  of the  Parties,
enforceable in accordance with its respective terms.

          12. ENTIRE AGREEMENT.  This Agreement constitutes the entire agreement
and understanding  between the Parties with respect to the subject matter hereof
and supercedes all prior and contemporaneous agreements and understandings. This
Agreement is binding  upon and shall inure to the benefit of the Parties  hereto
and  their  legal  representatives,   successors  and  permitted  assigns.  This
Agreement may not be assigned and,  except as stated herein,  may not be altered
or amended except in writing executed by all of the Parties hereto.

          13. GOVERNING LAW, DISPUTE RESOLUTION AND JURISDICTION. This Agreement
shall be governed by and construed in  accordance  with the laws of the State of
New York, without giving effect to the conflicts of laws principles thereof. All
disputes,  controversies or claims (disputes  arising out of or relating to this
Agreement  shall in the first  instance  be the  subject of a meeting  between a
representative of each Party who has  decision-making  authority with respect to
the matter in question.  Should the meeting  either not take place or not result
in a resolution of the dispute within twenty (20) business days following notice
of the  dispute to the other  Party,  then the  dispute  shall be  resolved in a
binding  arbitration  proceeding to be held in New York, New York, in accordance
with  the  international  rules of the  American  Arbitration  Association.  The
Parties agree that a panel of three arbitrators shall be required.  Any award of
the arbitrators shall be deemed confidential information for a minimum period of
five years.  The  arbitrators may award  attorneys'  fees and other  arbitration
related  expense,  as well as pre- and  post-judgment  interest  on any award of
damages, to the prevailing Party, in their sole discretion.

          14.  NOTICES.  All  notices  and  other  communications   required  or
permitted  to be given  under this  Agreement  shall be in writing  and shall be
deemed to have been duly given if delivered  personally  (by courier  service or
otherwise) or mailed, certified or registered mail with postage prepaid, or sent
by confirmed telecopier, as follows:

          (a) If to SteelCloud or Mergerco:

          Steelcloud, Inc.
          1306 Squire Court
          Dulles, VA 20166
          Attention: Thomas P. Dunne
          Facsimile: (703) 450-0411

          with a copy to:

          Gersten, Savage, Kaplowitz, Wolf & Marcus, LLP
          101 East 52nd Street, 9th Floor
          New York, New York 10022
          Attention: Jay M. Kaplowitz, Esq.
          Facsimile: (212) 980-5192

          (b) If to V-ONE:

          V-ONE Corporation
          20300-Century Blvd
          Suite 200


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          Germantown, MD 20874
          Attention: Margaret Grayson
          Facsimile: (301) 916-8459

          with a copy to:

          Kirkpatrick & Lockhart, LLP
          1800 Massachusetts Avenue, NW
          Washington, DC 20036-1800
          Attention: Alan J. Berkeley
          Facsimile: (202) 778-9100

or to such person or address as any Party shall specify by notice in writing to
the other Party. Any such notice shall be deemed to have been given (a) upon
actual delivery, if delivered by hand, (b) on the third (3rd) business day
following deposit of such notice, properly addressed with postage prepaid, with
the United States Postal Service if mailed by registered or certified mail,
return receipt requested, or (c) upon sending such notice, if sent via
facsimile, with confirmation of receipt, except that any notice of change of
address shall be effective only upon actual receipt thereof.

          15. COUNTERPARTS.  This Agreement may be executed in counterparts, all
of which, when taken together, shall constitute the entire Agreement.

          16. SEVERABILITY. The provisions of this Agreement shall be severable,
so that the  unenforceability,  validity or legality of any one provision  shall
not affect the enforceability,  validity or legality of the remaining provisions
thereof.

          17. JOINT  DRAFTING.  This  Agreement  shall be  deemed  to  have been
drafted  jointly by the  Parties  hereto,  and no  inference  or  interpretation
against any Party shall be made solely by virtue of such Party allegedly  having
been the draftsperson of the Agreement.


                         [SIGNATURES ON FOLLOWING PAGE]

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IN WITNESS WHEREOF, the Parties have made and executed this Agreement as of the
day and year first above written.

STEELCLOUD, INC.                            V-ONE CORPORATION

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

SCLD ACQUISITION CORP.

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



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