Exhibit 23

                        Consent of Independent Auditors

We consent to the  incorporation  by  reference in the  Registration  Statements
(Form S-8 No. 33-60267, Form S-8 No. 33-60265, Form S-8 No. 333-48699,  Form S-8
No. 333-41430 and Form S-8 No.  333-59738)  pertaining to the Assumed Options of
Mykotronx,  Inc., the 1987 Non-Qualified Stock Option Plan, As Amended, the 1987
Incentive  Stock Option Plan,  the Restated 1990 Stock Option Plan,  the Assumed
Software   Security,   Inc.  1993  Employee   Stock  Option  Plan,  the  Rainbow
Technologies  Inc. 2000 Stock Option Plan,  and the Rainbow  Technologies,  Inc.
2001 Nonstatutory  Stock Option Plan of our report dated February 26, 2002, with
respect  to the  consolidated  financial  statements  and  schedule  of  Rainbow
Technologies,  Inc. included in the Annual Report (Form 10-K) for the year ended
December 31, 2001.

                                                   /s/ Ernst & Young LLP

Orange County, California
March 25, 2002