Revolving Note




 Exhibit 10.12 
  
 REVOLVING NOTE 
  

					
	$60,000	 	 	  	As of April             , 2004
	 	 	 	  	Menlo Park, California

  
 Sand Hill IT Security
Acquisition Corp., a Delaware corporation (the “Maker”) promises to pay to the order of Sand Hill Security, LLC (the “Payee”) the principal sum of Sixty Thousand Dollars($60,000) lawful money of the United States of America or
such lesser amount as may have been advanced and be outstanding hereunder, on the terms and conditions described below. 
  

	1.	Principal. The principal balance of this Note shall be repayable on the later of (i) July 31, 2004 or (ii) the date on which Maker consummates an initial public offering of
its securities. 

  

	2.	Interest. No interest shall accrue on the unpaid principal balance of this Note. 

  

	3.	Advancement of Funding. Maker shall have the right to request from Payee advances under this Note and Payee shall make advances under this Note, up to an aggregate amount
funded at any time of Sixty Thousand and No/100 Dollars ($60,000.00). 

  

	4.	Application of Payments. All payments shall be applied first to payment in full of any costs incurred in the collection of any sum due under this Note, including (without
limitation) reasonable attorneys’ fees, then to the payment in full of any late charges and finally to the reduction of the unpaid principal balance of this Note. 

  

	5.	Events of Default. The following shall constitute Events of Default: 

  

(a) Failure to Make Required Payments. Failure by Maker to pay the principal of or accrued interest on this Note within five (5) business days
following the date when due. 
  
 (b) Voluntary Bankruptcy,
Etc. The commencement by Maker of a voluntary case under the Federal Bankruptcy Code, as now constituted or hereafter amended, or any other applicable federal or state bankruptcy, insolvency, reorganization, rehabilitation or other similar law,
or the consent by it to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator (or other similar official) of Maker or for any substantial part of its property, or the making by it of any
assignment for the benefit of creditors, or the failure of Maker 

  










 
generally to pay its debts as such debts become due, or the taking of corporate action by Maker in furtherance of any of the foregoing. 
  
 (c) Involuntary Bankruptcy, Etc. The entry of a decree or order for
relief by a court having jurisdiction in the premises in respect of maker in an involuntary case under the Federal Bankruptcy Code, as now or hereafter constituted, or any other applicable federal or state bankruptcy, insolvency or other similar
law, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of Maker or for any substantial part of its property, or ordering the winding-up or liquidation of its affairs, and the continuance of any
such decree or order unstayed and in effect for a period of 60 consecutive days. 
  

	6.	Remedies. 

  
 (a) Upon the occurrence of an Event of Default specified in Section 4(a), Payee may, by written notice to Maker, declare this Note to be due and payable,
whereupon the principal amount of this Note, and all other amounts payable thereunder, shall become immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived, anything
contained herein or in the documents evidencing the same to the contrary notwithstanding. 
  
 (b) Upon the occurrence of an Event of Default specified in Sections 4(b) and 4(c), the unpaid principal balance of, and all other sums payable with regard to, this Note shall automatically and immediately become due
and payable, in all cases without any action on the part of Payee. 
  

	7.	Waivers. Maker and all endorsers and guarantors of, and sureties for, this Note waive presentment for payment, demand, notice of dishonor, protest, and notice of protest with
regard to the Note, all errors, defects and imperfections in any proceedings instituted by Payee under the terms of this Note, and all benefits that might accrue to Maker by virtue of any present or future laws exempting any property, real or
personal, or any part of the proceeds arising from any sale of any such property, from attachment, levy or sale under execution, or providing for any stay of execution, exemption from civil process, or extension of time for payment; and Maker agrees
that any real estate that may be levied upon pursuant to a judgment obtained by virtue hereof, on any writ of execution issued hereon, may be sold upon any such writ in whole or in part in any order desired by Payee. 

  

	8.	 Unconditional Liability. Maker hereby waives all notices in connection with the delivery, acceptance, performance, default, or enforcement of the payment of
this Note, and agrees that its liability shall be unconditional, without regard to the liability of any other party, and shall not be affected in any manner by any indulgence, extension of time, renewal, waiver or modification granted or consented
to by Payee, and consents to any and all extensions of time, renewals, 



  











	 	 
waivers, or modifications that may be granted by Payee with respect to the payment or other provisions of this Note, and agree that additional makers,
endorsers, guarantors, or sureties may become parties hereto without notice to them or affecting their liability hereunder. 


  

	9.	Notices. Any notice called for hereunder shall be deemed properly given if (i) sent by certified mail, return receipt requested, (ii) personally delivered, (iii) dispatched
by any form of private or governmental express mail or delivery service providing receipted delivery, (iv) sent by telefacsimile or (v) sent by e-mail, to the following addresses or to such other address as either party may designate by notice in
accordance with this Section: 

  

			
	If to Maker:	  	 Sand Hill IT Security Acquisition Corp.
 3000 Sand
Hill Road
 Building 1, Suite 240
 Menlo Park, California
94025
 Attn: Mr. Cary Grossman

		
	If to Payee:	  	 Sand Hill Security, LLC
 3000 Sand Hill
Road
 Building 1, Suite 240
 Menlo Park, California
94025
 Attn: Mr. Humphrey P. Polanen


  
 Notice shall be deemed given on the
earlier of (i) actual receipt by the receiving party, (ii) the date shown on a telefacsimile transmission confirmation, (iii) the date on which an e-mail transmission was received by the receiving party’s on-line access provider (iv) the date
reflected on a signed delivery receipt, or (vi) two (2) Business Days following tender of delivery or dispatch by express mail or delivery service. 
  

	10.	Construction. This Note shall be construed and enforced in accordance with the laws of the State of California. 

  

	11.	Severability. Any provision contained in this Note which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.


  










 IN WITNESS WHEREOF, Maker, intending to be legally bound hereby, has caused this Note to be duly executed by its Chief
Executive Officer the day and year first above written. 
  

			
	SAND HILL IT SECURITY ACQUISITION CORP.
		
	 By:
	 	 
	 	 	

	 	 	 Humphrey P. Polanen,
 Chief Executive Officer