Exhibit 10.1

                             STOCK OPTION AGREEMENT
                                       OF
                     SAND HILL IT SECURITY ACQUISITION CORP.


     THIS AGREEMENT (this  "Agreement") is made and entered into this ___ day of
January,  2005,  between  Sand Hill IT Security  Acquisition  Corp.,  a Delaware
corporation (the "Company"),  and _______________  (the "Advisor") in connection
with the grant of an option (the  "Option") to acquire  common stock,  par value
$.01 (the "Stock") of the Company.

                                    RECITALS:

     A. The Company and Advisor wish for Advisor to perform certain  services to
the Company,  by acting as a member of the Company's  Advisory Board (as defined
below),  pursuant to an Advisor  Agreement  dated January 25, 2005 (the "Advisor
Agreement");

     B. Advisor  wishes to have a right to purchase Stock of the Company and the
Company desires to encourage him to advance the interests of the Company through
the right to purchase Stock upon the terms contained in this Agreement; and

     C. The parties acknowledge that the right to purchase Stock is not the
fulfillment of any prior agreement of the parties, either written or oral.

     NOW, THEREFORE,  in consideration of these premises and covenants contained
herein, the parties agree as follows:

     1.  Definitions.  For purposes of this Agreement,  defined terms shall have
the meanings specified below:

          (a)  "Advisory  Board"  shall  mean a  board  of  independent  members
               appointed  by the Board to serve as  advisors  to the  Company in
               connection  with  its  search  for  a  target  business  and  the
               structuring of a Business Combination (as defined below).

          (b)  "Board of  Directors"  shall mean the Board of  Directors  of the
               Company.

          (c)  "Business Combination" shall mean the acquisition by the Company,
               whether  by  merger,  capital  stock  exchange,  asset  or  stock
               acquisition  or other similar type of  transaction,  of a company
               which is an  operating  business  in the  information  technology
               security industry.

          (d)  "Effective  Date"  shall  mean  the  date  of  consummation  of a
               Business Combination.

          (e)  "Option Term" shall mean the term beginning on the Effective Date
               and ending on the Termination Date (as defined below).

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          (f)  "Securities  Act"  shall  mean the  Securities  Act of  1933,  as
               amended.

          (g)  "Termination  Date"  shall mean the  earlier of: (i) the date the
               Advisor  Agreement  is  terminated;  (ii) five (5) years from the
               date hereof; or (iii) January 31, 2006, if a Business Combination
               is not consummated on or before that date. The termination of the
               Advisor  Agreement with the Company may be made by the Company in
               its sole discretion.

     2. Grant of Option.  Subject to the terms and  conditions set forth in this
Agreement,  the Company grants to Advisor an Option to purchase from the Company
during the Option Term, an aggregate of up to fifteen  thousand  (15,000) shares
of Stock at an exercise  price of $4.75 per share,  which Stock shall be subject
to adjustment,  if any, as provided in Section 9 of this  Agreement.  Subject to
the  conditions  contained  in this  Agreement,  including,  but not  limited to
Section 3, this Option shall be exercisable by Advisor on or after the Effective
Date and prior to the Termination date.

     3. Method of Exercise and Payment.

     (a) The Option that has become  exercisable  pursuant to Section 2 may only
be  exercised  in  whole  or in  part  subsequent  to  or  concurrent  with  the
consummation of a Business Combination.

     (b) The shares of Stock  subject to this Option shall vest 50% of the total
number of shares of Stock initially  subject to this Option on each of the first
and second anniversary of the date hereof.

     (c) The Option must be  exercised  by written  notice to the Company at the
address  provided in this  Agreement on or following the Effective  Date,  which
written notice shall:

         (i)   specify the number of shares of Stock to be purchased;

         (ii)  if the person  exercising  this  Option is not  Advisor  himself,
               contain or be accompanied by evidence  satisfactory  to the Board
               of Directors of such person's right to exercise this Option;

         (iii) be  accompanied by payment in full of the purchase price in cash,
               by  certified  or  cashier's  check,  by  money  order,  or  by a
               combination of the above;  provided,  however,  that the Board of
               Directors  may, in its  discretion,  accept a personal check from
               Advisor; and

         (iv)  be effective only if a Business  Combination is consummated prior
               to the Termination Date.

     (d) The Board of Directors may, in its  discretion,  require Advisor to pay
to the  Company  at the time of  exercise  of this  Option  (or  portion of this
Option) the amount that the Company deems necessary to satisfy its obligation to

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withhold Federal, state or local income or other taxes incurred by reason of the
exercise.  Where the exercise of this Option does not give rise to an obligation
to withhold  Federal income or other taxes on the date of exercise,  the Company
may, if tax laws require the Company to later withhold taxes, require Advisor to
place shares of Stock  purchased  under this Option in escrow until such time as
Federal income or other tax  withholding  is no longer  required or is satisfied
with respect to such shares. At such later time, the Company, in its discretion,
may require  Advisor to pay to the  Company  the amount  that the Company  deems
necessary to satisfy its obligation to withhold  Federal,  state or local income
or other  taxes  incurred  by  reason  of the  exercise  of this  Option  or the
disposition of shares of Stock.

     4. Representations of Advisor and Compliance with Securities Laws.

     (a) Advisor  agrees that this Option and the shares of Stock  acquired upon
exercise of this Option  shall be  acquired  for his own account for  investment
only and not with a view to, or for resale in connection  with, any distribution
or public offering within the meaning of the Securities Act or other  applicable
securities  laws.   Advisor  represents  that  he  is  knowledgeable  in  making
investments  similar to receiving  rights under this Option,  and has been given
the opportunity to review such information  about the Company as to make a fully
informed  decision to acquire this Option.  No guaranties have been given by the
Company regarding the value of the Option or the future value of the Stock.

     (b)  Nothing in this Option  shall  require the Company to issue any shares
upon exercise of this Option if such issuance  would,  in the opinion of counsel
for the Company, constitute a violation of the Securities Act, or any similar or
superseding statute or statutes,  or any other applicable statute or regulation,
as then in effect. At the time of any exercise of this Option,  the Company may,
as a condition  precedent to the  exercise of this Option,  require from Advisor
(or in the event of his death, his legal  representatives,  heirs,  legatees, or
distributees) such written  representations,  if any,  concerning his intentions
with regard to the  retention or  disposition  of the shares  being  acquired by
exercise of this Option and such written covenants and agreements, if any, as to
the  manner of  disposal  of such  shares  as, in the  opinion of counsel to the
Company,  may be necessary to ensure that any  disposition by Advisor (or in the
event  of  his  death,   his  legal   representatives,   heirs,   legatees,   or
distributees),  will not involve a violation of the Securities Act, or any other
applicable  state  or  federal  statute  or  regulation,   as  then  in  effect.
Certificates for shares of Stock, when issued, may have the following or similar
legend,  or statements of other applicable  restrictions,  endorsed on them, and
may not be immediately transferable:

     The  shares  of stock  evidenced  by this  certificate  have been
     issued  to  the   registered   owner  in  reliance  upon  written
     representations   that  these  shares  have  been  purchased  for
     investment.  These  shares  have not been  registered  under  the
     Securities  Act of 1933,  as  amended,  or any  applicable  state
     securities laws, in reliance upon an exemption from registration.
     Without  such  registration,   these  shares  may  not  be  sold,
     transferred,  assigned or  otherwise  disposed of unless,  in the
     opinion  of  the  Company  and  its  legal  counsel,  such  sale,
     transfer,  assignment or disposition  will not be in violation of
     the  Securities  Act of 1933,  as amended,  applicable  rules and
     regulations of the Securities  and Exchange  Commission,  and any
     applicable state securities laws.

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     5. Transfer and Exercise of Option.  This Option shall not be  transferable
by  Advisor,  except  by will or by the laws of  descent  and  distribution.  No
assignment  or  transfer  of  this  Option,  or any  rights  hereunder,  whether
voluntary or involuntary, by operation of law or otherwise, except a transfer by
will or by the laws of descent or  distribution,  shall vest in the  assignee or
transferee  any  interest  or right  whatsoever  in this  Option  or any  rights
hereunder.  During Advisor's  lifetime this Option may be exercised only by him.
Any existence of community  property rights of Advisor's spouse shall not permit
any exercise by his spouse.

     6. Surrender of Option. If this Option is exercised in part by Advisor,
Advisor  shall,  if  requested,  deliver this  Agreement  and any other  written
agreements  with  respect to this Option to the  Company to be  endorsed  with a
notation of such exercise and returned to Advisor.

     7. Expiration of Option Upon  Termination  Date. That portion of the Option
which has not been exercised  shall terminate and be forfeited to the Company on
the Termination Date. Notwithstanding anything contained herein to the contrary,
if a Business  Combination  has not been  consummated  prior to the  Termination
Date,  the  Option  shall  terminate  and be  forfeited  to the  Company  on the
Termination Date.

     8.  Status of Advisor.  Advisor  shall not be deemed a  stockholder  of the
Company  with  respect  to any of the shares of Stock  subject  to this  Option,
except to the extent  that such  shares  shall have been  purchased  by him.  No
adjustment  shall be made for dividends or other  distributions  or other rights
for which the record date is prior to the date this Option is exercised,  except
as provided in Section 9. The Company shall not be required to issue or transfer
any  certificates  for shares of Stock  purchased  upon  exercise of this Option
until all applicable requirements of law have been satisfied.  Advisor agrees to
furnish to the Company all information  requested by the Company to enable it to
comply with any reporting  requirements imposed on the Company by any applicable
statute or regulation.

     9. Adjustment of Shares.

     (a) If at any time while  unexercised  Options are  outstanding  hereunder,
there shall be any increase or decrease in the number of issued and  outstanding
shares of Stock  through  the  declaration  of a stock  dividend  or through any
recapitalization   resulting  in  a  stock  split-up,   merger,   consolidation,
liquidation or any  combination or exchange of shares,  then, and in such event,
appropriate  adjustment  shall be made in the  number of shares of Stock and the
exercise price per share thereof then subject to this Option.

     (b) The Company may change the terms of this  Option,  with  respect to the
exercise price or the number of shares of Stock subject to this Option, or both,
when, in the Company's sole discretion,  such adjustments  become appropriate by
reason of any significant corporate transaction.

     (c) Except as  otherwise  expressly  provided  herein,  the issuance by the
Company of shares of its capital stock of any class,  or securities  convertible
into shares of capital stock of any class, either in connection with direct sale

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or upon the  exercise  of rights or  warrants  to  subscribe  therefor,  or upon
conversion of shares or obligations of the Company  convertible into such shares
or other securities, shall not affect, and no adjustment by reason thereof shall
be made with respect to the number of or exercise price of Stock then subject to
this Option.

     (d) Without limiting the generality of the foregoing, the existence of this
Option shall not affect in any manner the right or power of the Company to make,
authorize  or  consummate  (i)  any  or  all   adjustments,   recapitalizations,
reorganizations  or other  changes in the  Company's  capital  structure  or its
business;  (ii) any merger or consolidation  of the Company;  (iii) any issue by
the Company of debt securities, or preferred or preference stock that would rank
above the Stock subject to this Option;  (iv) the  dissolution or liquidation of
the  Company;  (v) any sale,  transfer or  assignment  of all or any part of the
assets  or  business  of  the  Company;  or  (vi)  any  other  corporate  act or
proceeding, whether of a similar character or otherwise.

     10. Administration of this Option.

     (a) The  determinations  and the  interpretation  and  construction  of any
provision of this Option by the Company shall be final and conclusive.

     (b) Subject to the express  provisions  of this Option,  the Company  shall
have the authority, in its sole and absolute discretion (i) to adopt, amend, and
rescind  administrative and interpretive rules and regulations  relating to this
Option; (ii) to construe the terms of this Option;  (iii) as provided in Section
9, upon certain events to make appropriate adjustments to the exercise price and
number of shares of Stock  subject  to this  Option;  and (iv) to make all other
determinations   and  perform  all  other  acts   necessary  or  advisable   for
administering this Option, including the delegation of such ministerial acts and
responsibilities  as the Company deems appropriate.  The Company may correct any
defect or supply any omission or reconcile any  inconsistency  in this Option in
the manner and to the extent it shall deem  expedient  to carry it into  effect,
and it shall be the sole and final judge of such  expediency.  The Company shall
have full discretion to make all  determinations  on the matters  referred to in
this  Section  10(b),  and such  determinations  shall  be  final,  binding  and
conclusive.

     11.  Notice.  Whenever  any  notice is  required  or  permitted  under this
Agreement,  such  notice  must be in writing  and  delivered  (personally  or by
courier) or sent by mail. Any notice required or permitted to be delivered under
this  Agreement  shall  be  deemed  to be  delivered  on the  date  which  it is
personally  delivered,  or,  whether  actually  received  or not,  on the  third
business  day after it is  deposited  in the United  States  mail,  certified or
registered, postage prepaid, addressed to the person who is to receive it at the
address which such person has previously  specified by written notice  delivered
in accordance  with this  Agreement.  The Company or Advisor may change,  at any
time  and from  time to time,  by  written  notice  to the  other,  the  address
previously  specified for receiving  notices.  Until changed in accordance  with
this Agreement,  the Company and Advisor specify their  respective  addresses as
set forth below:

                  Company:        Sand Hill IT Security Acquisition Corp.
                                  3000 Sand Hill Road
                                  Building 1, Suite 240
                                  Menlo Park, California 94025

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<PAGE>

                  Advisor:        __________________________
                                  __________________________
                                  __________________________


     12. Miscellaneous.

     (a) Further Assurances.  Each party to this Agreement agrees to perform all
further  acts and to execute  and  deliver  all  further  documents  that may be
reasonably necessary to carry out the provisions of this Agreement.

     (b) Severability. In the event that any provision of this Agreement is held
to be  unenforceable  or invalid  by any court of  competent  jurisdiction,  the
validity and  enforceability  of the remaining  provisions will not be affected,
and such  unenforceable  provision shall be  automatically  modified  (including
modification of geographic  scope and/or length of time) to the extent necessary
so that it may be valid and enforceable.

     (c) Use of Terms. Whenever used in this Agreement, the singular number will
include  the  plural,  and the plural  number will  include  the  singular,  and
pronouns in the  masculine,  feminine,  or neuter gender will include each other
gender.  Headings  are  used  for  convenience  only,  and are  not to be  given
substantive effect.

     (d)  Applicable  Law.  THIS  AGREEMENT  HAS  BEEN  EXECUTED  IN AND WILL BE
GOVERNED BY THE LAWS OF THE STATE OF DELAWARE.

     (e) Liability of the Board. The members of the Board of Directors shall not
be liable for any act,  omission  or  determination  taken or made in good faith
with respect to this Option,  and members of the Board of  Directors  shall,  in
addition to all other rights of indemnification  and reimbursement,  be entitled
to  indemnification  and  reimbursement  by the Company in respect of any claim,
loss,  damage,  liability or expense  (including  attorneys'  fees, the costs of
settling any suit,  provided such  settlement is approved by  independent  legal
counsel selected by the Company, and amounts paid in satisfaction of a judgment,
except a  judgment  based on a finding of bad faith)  arising  from such  claim,
loss, damage, liability or expense to the full extent permitted by law and under
any directors' and officers'  liability or similar  insurance  coverage that may
from time to time be in effect.

     (f)  Binding  Effect.  Subject  to the  restrictions  against  transfer  or
assignment as contained in this Agreement, the provisions of this Agreement will
benefit and will be binding on the permitted  successors  in interest,  personal
representatives, estates, heirs and legatees of each of the parties hereto.

     (g) Amendment.  Other than as set forth herein,  this Agreement may only be
amended by the written  consent of all of the parties to this  Agreement  at the
time of such amendment.

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     (h) Entire Agreement.  This Agreement, and the Advisor Agreement,  contains
the entire  understanding  between the  parties  concerning  the subject  matter
contained  herein  and  therein.  There  are  no  representations,   agreements,
arrangements or  understandings,  oral or written,  between or among the parties
hereto,  relating to the subject  matter herein or therein,  which are not fully
expressed  herein  or  therein.  This  Agreement  may be  signed  in one or more
counterparts, all of which shall be considered one and the same agreement.


                            [Signature Page Follows]






















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     IN WITNESS  WHEREOF,  the Company has caused this  Agreement to be executed
and Advisor has set his hand on the day and year first above written.

                         "COMPANY"        SAND HILL IT SECURITY
                                          ACQUISITION CORP.


                                          By:__________________________________
                                          Name:________________________________
                                          Title:_______________________________


                         "ADVISOR"

                                          By:__________________________________


















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