Specimen Unit Certificate




 EX-4.1 
 SPECIMEN UNIT CERTIFICATE 
  

			
	 NUMBER
	  	UNITS
	U-                            	  	 

  
 See
Reverse for 
 certain definitions 
  

SAND HILL IT SECURITY ACQUISITION CORP. 
  
 CUSIP 799719 20 8 
  
 UNITS CONSISTING OF ONE SHARE OF COMMON STOCK AND TWO 
 WARRANTS 
 EACH TO PURCHASE ONE SHARE OF COMMON STOCK 
  
 THIS CERTIFIES
THAT                                       
                                        
                                        
                      is the owner of
                                        
                                        
                                        
                        Units. 
  
 Each Unit (“Unit”) consists of one (1) share of common stock, par value $.01 per share (“Common Stock”), of Sand Hill IT Security Acquisition Corp., a
Delaware corporation (the “Company”), and two warrants (the “Warrants”). Each Warrant entitles the holder to purchase one (1) share of Common Stock for $5.00 per share (subject to adjustment). Each Warrant will become exercisable
on the later of the Company’s completion of a business combination or             , 2004 and will expire unless exercised before 5:00 p.m., New York City Time, on
            , 2008, or earlier upon redemption (the “Expiration Date”). The Common Stock and Warrants comprising the Units represented by this certificate are not
transferable separately prior to             , 2004, subject to earlier separation in the discretion of Newbridge Securities Corporation and I-Bankers Securities Incorporated. The
terms of the Warrants are governed by a Warrant Agreement, dated as of             , 2004, between the Company and American Stock Transfer & Trust Company, as Warrant Agent, and
are subject to the terms and provisions contained therein, all of which terms and provisions the holder of this certificate consents to by acceptance hereof. Copies of the Warrant Agreement are on file at the office of the Warrant Agent at
                    , and are available to any Warrant holder on written request and without cost. 
  
 This certificate is not valid unless countersigned by the Transfer Agent and
Registrar of the Company. 
  
 Witness the facsimile seal of the
Company and the facsimile signature of its duly authorized officers. 
  










 By 
  
 SAND HILL IT SECURITY ACQUISITION CORP. 
 CORPORATE 
 SEAL 
 2004 
  
 DELAWARE 
  

					
	 	 	 	 	 
	 Chairman of the Board
	 	 	 	 Secretary


  
 SAND HILL IT SECURITY
ACQUISITION CORP. 
  
 The Company will furnish without charge to
each stockholder who so requests, a statement of the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof of the Company and the qualifications, limitations, or
restrictions of such preferences and/or rights. 
  
 The following
abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations: 
  
 TEN COM - as tenants in common 
 TEN ENT - as tenants by the entireties 
 JT TEN - as joint tenants with right of survivorship and not as
tenants in common 
 UNIF GIFT MIN ACT-             Custodian
            under Uniform Gifts to
                                       
 (Cust)                  (Minor)        Minors Act
             
                                        
                                        
                              (state) 
  
 Additional Abbreviations may also be used though not in the above list. 
  
 For value received,              hereby sell, assign and
transfer unto 
  
 PLEASE INSERT SOCIAL SECURITY OR OTHER 
 IDENTIFYING NUMBER OF ASSIGNEE 
  
 ———————————————————— 
  
 ———————————————————— 
  










                                       
                                        
                                        
                                        
                                        
                    
 (PLEASE PRINT OR
TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE) 
  
                                       
                                        
                                        
                                        
                                        
                    
  
                                       
                                        
                                        
                                        
                                        
                    
  
 ___________________________________________________________________________________ Units represented by the within Certificate, and do hereby irrevocably constitute and
appoint 
                                       
                                        
                                        
                                        
                                        
                    
 Attorney to transfer the said Units
on the books of the within named Company will full power of substitution in the premises. 
  
 Dated                             
  
 NOTICE: The signature to this assignment must correspond with the name as
written upon he face of the certificate in every particular, without alteration or enlargement or any change whatever. 
  
 Signature(s) Guaranteed: 
  
 ————————————————————————————————————————

  
 THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION
(BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15. 
  
 KEEP THIS CERTIFICATE IN A SAFE PLACE. IF IT IS LOST, STOLEN, MUTILATED OR DESTROYED, THE COMPANY WILL REQUIRE A BOND OF INDEMNITY AS A
CONDITION TO THE ISSUANCE OF A REPLACEMENT CERTIFICATE.