Exhibit 14
                     SAND HILL IT SECURITY ACQUISITION CORP.
                       CODE OF BUSINESS CONDUCT AND ETHICS

Introduction

     Our  Company's  reputation  for  honesty  and  integrity  is the sum of the
personal reputations of our directors,  officers and employees.  To protect this
reputation and to promote compliance with laws, rules and regulations, this Code
of Business Conduct and Ethics has been adopted by our Board of Directors.

     This Code sets out the basic  standards  of ethics and conduct to which all
of our directors,  officers and employees are held. These standards are designed
to deter  wrongdoing  and to promote  honest and ethical  conduct,  but will not
cover all  situations.  If a law conflicts  with a policy in this Code, you must
comply with the law;  however,  if a local custom or policy  conflicts with this
Code, you must comply with the Code.

     If you have any  doubts  whatsoever  as to the  propriety  of a  particular
situation,  you should  submit it in writing to our  Company's  Chairman  of the
Board of Directors, who will review the situation and take appropriate action in
keeping with this Code, our other corporate  policies and the applicable law. If
your concern  relates to that  individual,  you should submit your  concern,  in
writing,  to the President of the Company.  The mailing address of each of those
individuals is included at the end of this Code.

     Those who  violate  the  standards  set out in this Code will be subject to
disciplinary action.

1.   Scope

     If you are a  director,  officer or  employee  of the Company or any of its
subsidiaries, you are subject to this Code.

2.   Honest and Ethical Conduct

     We, as a Company,  require honest and ethical conduct from everyone subject
to this Code. Each of you has a responsibility to all other directors,  officers
and employees of our Company,  and to our Company itself,  to act in good faith,
responsibly,  with due care, competence and diligence,  without  misrepresenting
material  facts or allowing your  independent  judgment to be  subordinated  and
otherwise to conduct  yourself in a manner that meets with our ethical and legal
standards.

3.   Compliance with Laws, Rules and Regulations

     You are required to comply with all applicable governmental laws, rules and
regulations, both in letter and in spirit. Although you are not expected to know
the details of all the applicable laws, rules and regulations,  we expect you to
seek advice from our  Company's  Chairman of the Board of  Directors if you have

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any  questions  about whether the  requirement  applies to the situation or what
conduct may be required to comply with any law, rule or regulation.

4.   Conflicts of Interest

     You must  handle in an ethical  manner any actual or  apparent  conflict of
interest between your personal and business relationships. Conflicts of interest
are  prohibited  as a matter of policy.  A "conflict of interest"  exists when a
person's  private  interest  interferes  in any way  with the  interests  of our
Company.  For example,  a conflict  situation arises if you take actions or have
interests  that interfere with your ability to perform your work for our Company
objectively and  effectively.  Conflicts of interest also may arise if you, or a
member of your family,  receive an improper personal benefit as a result of your
position with our Company.

     If you  become  aware of any  material  transaction  or  relationship  that
reasonably could be expected to give rise to a conflict of interest,  you should
report it promptly to our Company's Chairman of the Board of Directors.

     Conflicts of interest are prohibited as a matter of Company policy,  except
under  guidelines  approved by the Board of Directors.  The following  standards
apply to certain common  situations  where  potential  conflicts of interest may
arise:

     A.   Gifts and Entertainment

     Personal gifts and entertainment offered by persons doing business with our
Company may be accepted  when offered in the  ordinary and normal  course of the
business  relationship.  However,  the  frequency  and cost of any such gifts or
entertainment may not be so excessive that your ability to exercise  independent
judgment on behalf of our Company is or may appear to be compromised.

     B.   Financial Interests In Other Organizations

     The determination whether any outside investment,  financial arrangement or
other  interest in another  organization  is  improper  depends on the facts and
circumstances   of  each  case.   Your  ownership  of  an  interest  in  another
organization  may be  inappropriate  if the other  organization  has a  material
business  relationship  with, or is a direct competitor of, our Company and your
financial  interest is of such a size that your ability to exercise  independent
judgment  on behalf of our  Company  is or may  appear to be  compromised.  As a
general rule, a passive  investment  would not likely be considered  improper if
it:  (1) is in  publicly  traded  shares;  (2)  represents  less  than 1% of the
outstanding equity of the organization in question; and (3) represents less than
5% of your net worth. Other interests also may not be improper, depending on the
circumstances.

     C.   Outside Business Activities

     The  determination  of whether any outside position an employee may hold is
improper  will  depend  on the  facts  and  circumstances  of  each  case.  Your
involvement in trade associations,  professional  societies,  and charitable and

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similar organizations will not normally be viewed as improper. However, if those
activities are likely to take substantial  time from or otherwise  conflict with
your responsibilities to our Company, you should obtain prior approval from your
supervisor.  Other  outside  associations  or  activities  in  which  you may be
involved are likely to be viewed as improper only if they would  interfere  with
your ability to devote proper time and attention to your responsibilities to our
Company or if your  involvement  is with another  Company with which our Company
does  business or competes.  For a director,  employment or  affiliation  with a
Company with which our Company does business or competes must be fully disclosed
to our  Company's  Board of  Directors  and must  satisfy  any  other  standards
established by applicable  law, rule  (including  rule of any  applicable  stock
exchange) or regulation and any other corporate  governance  guidelines that our
Company may establish.

     D.   Indirect Violations

     You should not  indirectly,  through a spouse,  family  member,  affiliate,
friend, partner, or associate,  have any interest or engage in any activity that
would  violate  this Code if you  directly  had the  interest  or engaged in the
activity.  Any such  relationship  should be fully  disclosed  to our  Company's
Chairman  of the  Board of  Directors  (or the Board of  Directors  if you are a
director of our Company), who will make a determination whether the relationship
is inappropriate, based upon the standards set forth in this Code.

5.   Corporate Opportunities

     You are prohibited from taking for yourself, personally, opportunities that
are discovered through the use of corporate  property,  information or position,
unless the Board of Directors  has declined to pursue the  opportunity.  You may
not use corporate  property,  information,  or position for personal gain, or to
compete with our Company directly.  You owe a duty to our Company to advance its
legitimate interests whenever the opportunity to do so arises.

6.   Fair Dealing

     You  should   endeavor  to  deal  fairly  with  our  Company's   suppliers,
competitors  and  employees  and with other  persons  with whom our Company does
business.  You should not take unfair advantage of anyone through  manipulation,
concealment,  abuse of  privileged  information,  misrepresentation  of material
facts, or any other unfair-dealing practice.

7.   Public Disclosures

     It is our Company's policy to provide full,  fair,  accurate,  timely,  and
understandable  disclosure  in all reports and  documents  that we file with, or
submit  to, the  Securities  and  Exchange  Commission  and in all other  public
communications made by our Company.

8.   Confidentiality

     You should maintain the  confidentiality  of all  confidential  information
entrusted  to you by our  Company  or by  persons  with  whom our  Company  does
business, except when disclosure is authorized or legally mandated. Confidential

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information  includes  all  non-public  information  that  might  be of  use  to
competitors of, or harmful to, our Company or persons with whom our Company does
business, if disclosed.

9.   Insider Trading

     If you have  access to  material,  non-public  information  concerning  our
Company,  you are not  permitted  to use or share  that  information  for  stock
trading  purposes,  or for any other purpose except the conduct of our Company's
business.  All  non-public  information  about our Company  should be considered
confidential  information.  Insider  trading,  which  is the  use  of  material,
non-public  information  for personal  financial  benefit or to "tip" others who
might make an investment decision on the basis of this information,  is not only
unethical but also illegal.  The prohibition on insider trading applies not only
to our Company's  securities,  but also to securities of other  companies if you
learn of material non-public  information about these companies in the course of
your duties to the Company.  Violations  of this  prohibition  against  "insider
trading"  may  subject  you to  criminal  or civil  liability,  in  addition  to
disciplinary action by our Company.

10.  Protection and Proper Use of Company Assets

     You should  protect our Company's  assets and promote their  efficient use.
Theft,   carelessness,   and  waste  have  a  direct  impact  on  our  Company's
profitability.  All  corporate  assets  should be used for  legitimate  business
purposes.  The obligation of employees to protect the Company's  assets includes
its  proprietary  information.  Proprietary  information  includes  intellectual
property such as trade secrets patents,  trademarks,  and copyrights, as well as
business,  marketing and service plans,  engineering  and  manufacturing  ideas,
designs,  databases,  records,  salary information and any unpublished financial
data and reports.  Unauthorized  use or distribution of this  information  would
violate  Company  policy.  It could also be illegal  and result in civil or even
criminal penalties.

11.  Interpretations and Waivers of the Code of Business Conduct and Ethics

     If you are  uncertain  whether a  particular  activity or  relationship  is
improper under this Code or requires a waiver of this Code, you should  disclose
it to our  Company's  Chairman  of the  Board  of  Directors  (or the  Board  of
Directors if you are a director of our Company),  who will make a  determination
first,  whether a waiver of this  Code is  required  and  second,  if  required,
whether a waiver  will be granted.  You may be  required to agree to  conditions
before a waiver or a continuing waiver is granted.  However,  any waiver of this
Code for an  executive  officer or  director  may be made only by the  Company's
Board of Directors  --and will be promptly  disclosed to the extent  required by
applicable  law, rule  (including any rule of any applicable  stock exchange) or
regulation.

12.  Reporting any Illegal or Unethical Behavior

     Our Company desires to promote ethical  behavior.  Employees are encouraged
to talk to supervisors,  managers or other  appropriate  personnel when in doubt
about  the best  course  of  action  in a  particular  situation.  Additionally,
employees should promptly report violations of laws, rules,  regulations or this
Code to our  Company's  Chairman  of the  Board of  Directors.  Any  report  or


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allegation of a violation of applicable  laws,  rules,  regulations or this Code
need not be signed and may be sent  anonymously.  All reports of  violations  of
this Code,  including  reports sent anonymously,  will be promptly  investigated
and, if found to be accurate,  acted upon in a timely  manner.  If any report of
wrongdoing relates to accounting or financial  reporting matters,  or relates to
persons involved in the development or implementation of our Company's system of
internal  controls,  a copy of the  report  will  be  promptly  provided  to the
chairman of the Audit  Committee  of the Board of  Directors  (or, if we have no
Audit  Committee,  the Chief  Financial  Officer),  which may participate in the
investigation  and resolution of the matter. It is the policy of our Company not
to allow actual or threatened  retaliation,  harassment or discrimination due to
reports of misconduct  by others made in good faith by employees.  Employees are
expected to cooperate in internal  investigations of misconduct.  Please see our
Whistleblower  Policy for details on reporting  illegal or unethical conduct and
the protections our Company provides.

13.  Compliance Standards and Procedures

     This Code is intended as a statement of basic  principles and standards and
does not include specific rules that apply to every situation. Its contents have
to be viewed within the framework of our Company's  other  policies,  practices,
instructions  and the requirements of the law. This Code is in addition to other
policies,  practices  or  instructions  of our  Company  that must be  observed.
Moreover,  the absence of a specific  corporate policy,  practice or instruction
covering a particular  situation does not relieve you of the  responsibility for
exercising the highest ethical standards applicable to the circumstances.

     In some situations,  it is difficult to know right from wrong. Because this
Code does not anticipate  every  situation that will arise, it is important that
each of you approach a new question or problem in a deliberate fashion:

     (a) Determine if you know all the facts.

     (b) Identify exactly what it is that concerns you.

     (c)  Discuss the problem with a supervisor  or, if you are a director,  the
          Company's Chairman of the Board of Directors.

     (d)  Seek help from other resources such as other  management  personnel or
          our Company's Chairman of the Board of Directors.

     (e)  Seek  guidance  before  taking  any  action  that you  believe  may be
          unethical or dishonest.

     You will be governed by the following compliance standards:

     o    You are personally  responsible for your own conduct and for complying
          with all provisions of this Code and for properly  reporting  known or
          suspected violations;

     o    If you are a supervisor,  manager,  director or officer,  you must use
          your best efforts to ensure that employees  understand and comply with
          this Code;

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     o    No one has the authority or right to order,  request or even influence
          you to violate  this Code or the law; a request or order from  another
          person will not be an excuse for your violation of this Code;

     o    Any attempt by you to induce another director,  officer or employee of
          our Company to violate this Code, whether successful or not, is itself
          a violation of this Code and may be a violation of law;

     o    Any retaliation or threat of retaliation against any director, officer
          or employee of our Company for refusing to violate  this Code,  or for
          reporting in good faith the  violation or suspected  violation of this
          Code, is itself a violation of this Code and our Whistleblower  Policy
          and may be a violation of law; and

     o    Our Company expects that every reported violation of this Code will be
          investigated.

     Violation of any of the  standards  contained in this Code, or in any other
policy,  practice or  instruction  of our  Company,  can result in  disciplinary
actions,  including dismissal and civil or criminal action against the violator.
This Code  should not be  construed  as a contract  of  employment  and does not
change any person's status as an at-will employee.

     This  Code is for the  benefit  of our  Company,  and no  other  person  is
entitled to enforce  this Code.  This Code does not, and should not be construed
to,  create  any  private  cause of action or remedy in any other  person  for a
violation of the Code.

     The names,  addresses,  telephone  numbers,  facsimile  numbers  and e-mail
addresses of the Chairman of the Board of Directors and President of our Company
are set forth below:


          Chairman                                          President

    Humphrey P. Polanen                                    Keith A. Walz
    3000 Sand Hill Road                               208 South LaSalle Street
    Building 1, Suite 240                                     20th Floor
 Menlo Park, California 94025                           Chicago, Illinois 60604
        (650) 926-7022                                      (312) 855-6575


                               Adopted by Resolution of the Board of Directors
                                                             September 2, 2004

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