V-ONE CORPORATION SHARES OF COMMON STOCK AMENDMENT NO. 2 TO PLACEMENT AGENT AGREEMENT This Amendment No. 2 dated November 16, 1998 to the Placement Agent Agreement dated October 9, 1998, and as amended on November 9, 1998 (the "AGREEMENT") by and...

                                V-ONE CORPORATION
                             SHARES OF COMMON STOCK
                  AMENDMENT NO. 2 TO PLACEMENT AGENT AGREEMENT

      This  Amendment  No. 2 dated  November  16,  1998 to the  Placement  Agent
Agreement  dated  October 9,  1998,  and as  amended  on  November  9, 1998 (the
"AGREEMENT")  by and between  V-ONE  Corporation,  a Delaware  corporation  (the
"COMPANY"),  and LaSalle St.  Securities,  Inc.,  an Illinois  corporation  (the
"PLACEMENT AGENT").

      The Company and the Placement Agent hereby agree to amend the Agreement as
set forth below:

      1. The fourth  paragraph on the page 1 of the Agreement is hereby  amended
and restated in its entirety as follows:

            "Accompanying  this  Agreement  is  (1)  a  copy  of  the  Company's
      Confidential  Private Placement Memorandum dated October 9, 1998 ("VERSION
      #1 OF THE OFFERING MEMORANDUM") and the subscription  documents (including
      a Purchaser  Representative  Questionnaire) attached as an exhibit thereto
      (the  "VERSION #1 OF THE  SUBSCRIPTION  DOCUMENTS")  and (2) a copy of the
      Company's Confidential Private Placement Memorandum dated November 3, 1998
      ("VERSION #2 OF THE OFFERING  MEMORANDUM") and the subscription  documents
      (including  a  Purchaser  Representative  Questionnaire)  attached  as  an
      exhibit  thereto (the "VERSION #2 OF THE  SUBSCRIPTION  DOCUMENTS").  Both
      Version #1 and Version #2 of the Offering  Memorandum and the Subscription
      Documents were prepared for use in conjunction  with the offer and sale of
      the Shares.  Investors who  subscribe  for the Shares (the  "SUBSCRIBERS")
      will be  required  to  complete  either  Version  #1 or  Version #2 of the
      Subscription  Documents and execute the Subscription  Agreement  forming a
      part thereof (the  "SUBSCRIPTION  DOCUMENTS").  Version #1 of the Offering
      Memorandum was  supplemented  on October 9, 1998, and November 9, 1998 and
      Version #2 of the Offering  Memorandum was supplemented on October 9, 1998
      and November 16, 1998.  Version #1 of the Offering  Memorandum and Version
      #2 of the Offering Memorandum are (and their respective exhibits) together
      with the respective  Subscription  Documents are herein referred to as the
      "OFFERING  MEMORANDUM," except that, if either Version #1 or Version #2 of
      the  Offering   Memorandum  or  the   Subscription   Documents   shall  be
      supplemented or amended as herein provided, the term "OFFERING MEMORANDUM"
      shall refer, from and after the supplement or amendment has been delivered
      to the Placement Agent, to the Subscription Documents and the Confidential
      Private  Placement  Memorandum  and the exhibits  thereto as so amended or
      supplemented."

      IN WITNESS  whereof,  the parties have signed this  Amendment No. 2 to the
Placement Agent Agreement as of the day and year first above written.



LASALLE ST. SECURITIES, INC.              V-ONE CORPORATION

By: /s/  Xxxxxxx Xxxxx                    By: /s/ Xxxxxxx X. Xxxxxxx
    -------------------------------           ---------------------------
    Xxxxxxx Xxxxx, Vice President             Xxxxxxx X. Xxxxxxx,
                                              Chief Financial Officer