Exhibit 10.2

                                [GRAPHIC OMITTED]


                        M & A ADVISORY SERVICES AGREEMENT

     This M&A Advisory  Services  Agreement (the  "Agreement")  is entered into,
effective  March 30,  2005,  by and between  Sand Hill IT  Security  Acquisition
Corp., a Delaware  corporation,  having its principal place of business at Suite
240,  Building  1,  3000 Sand Hill  Road,  Menlo  Park,  California  94025  (the
"Client") and Software Equity Group, L.L.C. ("SEG").


1. SCOPE OF SERVICES.  Software Equity Group,  L.L.C.  ("SEG") agrees to perform
for  Client  the  services  ("Services")  described  in the  Special  Terms  and
Conditions(s)  attached as Exhibit "A" to this Agreement.  The scope of services
shall only be modified or extended  beyond the Special Terms and Conditions by a
written  modification signed by both parties.  Nothing herein shall preclude SEG
from providing the same or similar services to other persons or entities.

2.  DELIVERABLES.  All services and specific  deliverables to be provided by SEG
shall be in accordance with this Agreement and the Special Terms and Conditions.

3. LOCATION OF SERVICES.  Services shall be provided at locations  determined by
the parties on a project by project  basis.  If  Services  are to be provided at
Client's  place of business,  Client shall  supply SEG with  suitable  office or
meeting  space,  telephone  service,  and  support  services as  reasonable  and
necessary to the performance of Services.

4. ESTIMATES.  Except as to a fixed price project specified in the Special Terms
and Conditions,  any estimates  provided by SEG concerning  Services,  including
time of completion,  costs or otherwise, are given in good faith, but are not to
be  construed as a guaranty or warranty by SEG,  and no such  estimate  shall be
deemed to change this Agreement into a fixed price contract.

5. PAYMENT.  Client shall pay to SEG for Services rendered the fees set forth in
the Special Terms and Conditions, attached hereto as Exhibit A. Unless otherwise
specified,  invoices  will be  issued  monthly,  on the last day of the month in
which any Services  were  rendered,  and are due and payable by Client not later
than ten (10) days after receipt.

6.  REIMBURSEMENT  FOR EXPENSES.  Client shall  reimburse SEG for all reasonable
expenses  incurred by SEG in the  performance  of  Services,  including  but not
limited to travel and living expenses resulting from travel authorized by Client
and incurred by employees of SEG while away from SEG's principal  offices,  long
distance  telephone calls,  postage,  messenger service and overnight  delivery.
Client shall further  reimburse SEG for any and all special or unusual  expenses
incurred at the request of Client and authorized by Client in writing.

7.  NON-INFRINGEMENT  AND  OWNERSHIP.  The  Deliverables  developed  by  SEG  in
performing  Services  hereunder,  including  without  limitation,  the Valuation

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Report, list of prospective buyers and Confidential  Memorandum,  as well as any
and all reports,  data, computer programs,  drawings,  notes and specifications,
and any discoveries,  inventions and other  information and material  conceived,
developed or made during the term of the Agreement relating in any manner to the
Deliverables a) will not infringe upon or violate the patent, copyright or other
intellectual  property rights of any third party,  and b) will be and remain the
exclusive property of SEG.

8. LICENSE.  Upon delivery of the  Deliverables by SEG to Client,  SEG grants to
Client a perpetual, nonexclusive,  nontransferable right to use the Deliverables
solely for Client's  internal  use.  Client shall  reproduce  and include in all
copies of the Deliverables  prepared by Client as set forth herein any copyright
notice(s) and  proprietary  legend(s) of SEG as they appear in the  Deliverables
and on the media containing the Deliverables delivered by SEG.

9.  CONFIDENTIALITY  AND NONDISCLOSURE.  Both parties  acknowledge that each may
gain access to confidential  and  proprietary  information of the other which is
not publicly known and which is designated as confidential or proprietary at the
time of  disclosure  ("Proprietary  Information").  Client  and SEG agree that a
party receiving Proprietary  Information ("Receiving Party) from the other party
("Disclosing  Party")  will  maintain  same  in  confidence  and  not  use  such
Proprietary  Information  for any purpose  outside  the scope of this  Agreement
during the term of this  Agreement  and for a period of two (2) years  following
expiration or termination of this Agreement for any reason.  The Receiving Party
agrees to use at least the same degree of care with  Proprietary  Information of
the  Disclosing  Party as it uses with its own. For purposes of this  Agreement,
Proprietary  Information does not include  information which (a) is known to the
Receiving  Party  on  a  non-confidential  basis  prior  to  disclosure  by  the
Disclosing  Party; (b) is or hereafter  becomes publicly known without breach of
this  Agreement  or  fault  of the  Receiving  Party;  (c) is  disclosed  to the
Receiving  Party by a third party without  restriction on disclosure and without
breach  of any  nondisclosure  obligation;  (d) is  independently  developed  by
Receiving  Party without the use of  Confidential  Information of the Disclosing
Party.;  or e) is received by the Receiving  Party after the  effective  date of
termination of this Agreement. Notwithstanding the foregoing SEG may disclose to
a prospective buyer that has executed a confidential  information agreement with
Client  certain  Client  Proprietary  Information,  such as  Client's  financial
statements, reasonably requested by such prospective buyer.

10. RESPONSIBILITY FOR FINANCIAL AND BUSINESS  INFORMATION.  Client agrees it is
solely responsible for any and all financial and business  information  provided
to SEG or directly to third parties with respect to any transaction contemplated
hereunder,  including the  truthfulness and accuracy thereof and the validity or
attainability of financial projections, estimates and assumptions.

11. CLIENT COOPERATION.  Client agrees to respond promptly to SEG's requests for
financial,  technical and other business information  reasonably required by SEG
in providing Services  hereunder,  and further agrees to use its best efforts to
attend and  participate  in meetings,  teleconferences  and the like relating to
such Services.

12.  WARRANTIES.  SEG  warrants  to  Client  that the  Services  to be  provided
hereunder  (i) do not  conflict  with  or  result  in the  breach  of any  other
agreement  entered  into by SEG,  and (ii)  will be  provided  in a  workmanlike
manner.  Client warrants that (i) entering into this Agreement with SEG does not
conflict  with or result in the breach of any other  agreement  entered  into by
Client,  and (ii) Client is authorized to use and disclose,  or owns, all right,
title and interest in and to any programs, systems, data and materials furnished
to SEG  hereunder.  EXCEPT  FOR THE  FOREGOING,  THERE ARE NO OTHER  WARRANTIES,
EXPRESS OR IMPLIED,  INCLUDING,  BUT NOT LIMITED TO, THE IMPLIED  WARRANTIES  OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, RELATING TO THIS AGREEMENT
OR THE SERVICES RENDERED BY SEG HEREUNDER.

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13. LIMITATION OF LIABILITY. IN NO EVENT SHALL EITHER PARTY TO THIS AGREEMENT BE
LIABLE TO THE  OTHER  PARTY OR TO ANY THIRD  PARTY  FOR ANY  INDIRECT,  SPECIAL,
INCIDENTAL,  OR  CONSEQUENTIAL  DAMAGES,  INCLUDING  BUT NOT  LIMITED TO LOSS OF
PROFITS, LOSS OF DATA OR LOSS OF GOOD WILL, EVEN IF SUCH PARTY HAS BEEN INFORMED
OF THE  POSSIBILITY OF SUCH DAMAGES.  THIS LIMITATION OF LIABILITY SHALL SURVIVE
THE  EXPIRATION OR ANY  TERMINATION OF THIS  AGREEMENT.  IN NO EVENT WILL SEG BE
LIABLE TO CLIENT FOR  DAMAGES,  WHETHER  BASED IN  CONTRACT,  TORT,  NEGLIGENCE,
STRICT  LIABILITY OR OTHERWISE,  EXCEEDING THE AMOUNT PAYABLE  HEREUNDER FOR THE
SERVICES GIVING RISE TO SUCH LIABILITY, OR $5,000, WHICHEVER IS LESS.

14. INDEPENDENT  CONTRACTOR.  SEG is an independent  contractor and shall not be
considered  or deemed to be an agent,  employee,  joint  venturer  or partner of
Client.  Except as otherwise  authorized in writing by Client, SEG shall have no
authority to contract  for or bind Client in any manner and shall not  represent
itself as an agent of Client or as otherwise  authorized to act for or on behalf
of Client.  SEG shall have no status as an employee or any right to any benefits
that Client grants its  employees.  SEG  acknowledges  that,  as an  independent
contractor, SEG is fully responsible for withholding and payment of its federal,
state and local taxes and those of its employees.

15. FINANCIAL ADVISOR ROLE. Client understands and agrees: (i) SEG is not acting
as  a  broker-dealer,  investment  company,  investment  advisor  or  dealer  in
securities  with respect to any  transaction  contemplated  hereunder,  (ii) any
securities  which may be sold with  respect to such  transaction  are being sold
directly by or to Client,  or by other  principal  parties to such  transaction,
(iii) the terms or structure of any such  transaction,  and the  registration of
securities   issued  or  transferred  in  connection   therewith   which  Client
undertakes,  are to be decided  by, and are the  responsibility  of,  Client and
Client's own legal  counsel,  and (iv) any fees payable SEG  hereunder  are paid
solely for financial and business advice.

16. NON-SOLICITATION OF EMPLOYEES.  Both parties agree they will not solicit the
employment  of, or employ,  any  employee of the other party  during the term of
this  Agreement and for a period of one year  following the last day  consulting
services are rendered by SEG hereunder.

17. TERM AND TERMINATION.  This Agreement will become effective on the Effective
Date  specified  on the cover page and  remain in full  force and  effect  until
expiration  of the Term set forth in Exhibit A , unless  earlier  terminated  by
mutual written agreement signed by both Client and SEG.

18.  GOVERNING  LAW.  This  Agreement  shall be governed by and  interpreted  in
accordance with the laws of the State of California,  and any action relating to
this Agreement must be brought in a court of competent  jurisdiction situated in
San Diego County, California.

19. GENERAL. This Agreement,  inclusive of the cover sheet, these Standard Terms
and  Conditions  and the Special  Terms and  Conditions  set forth in Exhibit A,
constitute the entire agreement  between the parties with respect to the subject
matter  hereof  and   supersede  and  replace  all  prior  and   contemporaneous
understandings  and agreements,  whether written or oral,  regarding the subject
matter  hereof.  If any  provision  of this  Agreement  is  held  by a court  of
competent  jurisdiction  to be contrary to law or  unenforceable,  the remaining
provisions  shall  continue in full force and effect.  The parties may not sell,
assign or transfer any right or obligation  hereunder or this Agreement  without
the prior written consent of the other party. Any notice required to be provided
herein shall be given in writing and will be  sufficiently  made or given on the
date of mailing if sent to such party, postage pre-paid,  addressed as set forth

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on the cover page or to such other address as a party shall designate by written
notice to the other.  Client  agrees to indemnify and hold SEG harmless from any
loss,  claim,  damage or liability  arising  under or related to this  Agreement
except to the  extent  same is  solely  attributable  to or  caused by SEG.  The
performance by SEG of Services  hereunder shall at all times be subject to delay
and/or  extension  on  account  of  circumstances  beyond  the  control  of  SEG
including,  without limitation, the unavailability of required materials, or any
sickness  or  other  unavailability  of  any  of  SEG's  staff  assigned  to the
performance of Services. No amendment or modification of this Agreement shall be
binding unless in writing and signed by a representative of both parties.

CLIENT ACKNOWLEDGES IT HAS READ,  UNDERSTANDS AND ACCEPTS THIS ENTIRE AGREEMENT,
INCLUSIVE OF THE SPECIAL TERMS AND CONDITIONS ATTACHED AS EXHIBIT "A".

CLIENT:
SAND HILL SECURITY CORPORATION                SOFTWARE EQUITY GROUP, L.L.C.


By:  /s/ Humphrey P. Polanen                  By:   /s/ Kenneth N. Bender
     --------------------------                     -----------------------
Printed Name:  Humphrey Polanen               Printed Name:  Kenneth N. Bender
Title:         CEO and Chairman               Title:         Managing Director
Date:          March 30, 2005                 Date:          March 30, 2005













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