EXHIBIT 10.9

                             STOCK ESCROW AGREEMENT

     STOCK ESCROW  AGREEMENT,  dated as of July 27, 2004  ("Agreement"),  by and
among  SAND  HILL  IT  SECURITY   ACQUISITION  CORP.,  a  Delaware   corporation
("Company"),  HUMPHREY P. POLANEN,  SAND HILL SECURITY,  LLC, KEITH WALZ,  SCOTT
BROOMFIELD,  CARY GROSSMAN,  DANIEL  JOHNSON,  ALBERTO  MICALIZZI  (collectively
"Initial  Stockholders") and AMERICAN STOCK TRANSFER & TRUST COMPANY, a New York
corporation ("Escrow Agent").

     WHEREAS, the Company has entered into an Underwriting Agreement, dated July
27, 2004 ("Underwriting  Agreement"),  with Newbridge Securities Corporation and
I-Bankers Securities Incorporated  (collectively,  the "Representatives") acting
as   representative   of   the   several   underwriters    (collectively,    the
"Underwriters"),  pursuant to which, among other matters,  the Underwriters will
agree to purchase  3,600,000  units  ("Units")  of the  Company.  Each Unit will
consist of one share of the Company's  Common  Stock,  par value $.01 per share,
and two  Warrants,  each Warrant to purchase one share of Common  Stock,  all as
more fully  described in the  Company's  final  Prospectus,  dated July 27, 2004
("Prospectus")  comprising part of the Company's  Registration Statement on Form
S-1  (File  No.  333-114861)  under  the  Securities  Act of  1933,  as  amended
("Registration  Statement"),  declared  effective  on July 26, 2004  ("Effective
Date").

     WHEREAS, the Initial Stockholders have agreed as a condition of the sale of
the Units to deposit  their shares of Common Stock of the Company,  as set forth
opposite  their  respective  names in  Exhibit A attached  hereto  (collectively
"Escrow Shares"), in escrow as hereinafter provided.

     WHEREAS,  the Company and the Initial  Stockholders  desire that the Escrow
Agent  accept  the  Escrow  Shares,  in  escrow,  to be held  and  disbursed  as
hereinafter provided.

     IT IS AGREED:

     1.  Appointment of Escrow Agent.  The Company and the Initial  Stockholders
hereby  appoint the Escrow  Agent to act in  accordance  with and subject to the
terms of this Agreement and the Escrow Agent hereby accepts such appointment and
agrees to act in accordance with and subject to such terms.

     2. Deposit of Escrow Shares.  On or before the Effective  Date, each of the
Initial Stockholders shall deliver to the Escrow Agent certificates representing
his respective  Escrow Shares, to be held and disbursed subject to the terms and
conditions of this Agreement.  Each Initial  Stockholder  acknowledges  that the
certificate representing his Escrow Shares is legended to reflect the deposit of
such Escrow Shares under this Agreement.

     3.  Disbursement  of the Escrow  Shares.  The Escrow  Agent  shall hold the
Escrow  Shares  until the  third  anniversary  of the  Effective  Date  ("Escrow
Period"),  on which date it shall,  upon written  instructions from each Initial

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Stockholder,  disburse each of the Initial  Stockholder's  Escrow Shares to such
Initial Stockholder;  provided, however, that if the Escrow Agent is notified by
the Company  pursuant to Section 6.7 hereof that the Company is being liquidated
at any time  during the Escrow  Period,  then the Escrow  Agent  shall  promptly
destroy the certificates  representing the Escrow Shares and;  provided further,
that if, after the Company  consummates a Business  Combination (as such term is
defined  in  the  Registration   Statement),   it  (or  the  surviving   entity)
subsequently consummates a liquidation,  merger, stock exchange or other similar
transaction  which results in all of the  stockholders of such entity having the
right to exchange  their  shares of Common Stock for cash,  securities  or other
property, then the Escrow Agent will, upon receipt of a certificate, executed by
the Chief Executive Officer or Chief Financial  Officer of the Company,  in form
reasonably  acceptable to the Escrow Agent,  that such transaction is then being
consummated,  release  the  Escrow  Shares  to  the  Initial  Stockholders  upon
consummation  of the  transaction  so that they can similarly  participate.  The
Escrow Agent shall have no further duties  hereunder  after the  disbursement or
destruction of the Escrow Shares in accordance with this Section 3.

     4. Rights of Initial Stockholders in Escrow Shares.

          4.1  Voting  Rights  as a  Stockholder.  Subject  to the  terms of the
Insider  Letter  described in Section 4.4 hereof and except as herein  provided,
the Initial Stockholders shall retain all of their rights as stockholders of the
Company during the Escrow Period,  including,  without limitation,  the right to
vote such shares.

          4.2 Dividends and Other Distributions in Respect of the Escrow Shares.
During the Escrow  Period,  all  dividends  payable in cash with  respect to the
Escrow  Shares  shall be paid to the  Initial  Stockholders,  but all  dividends
payable in stock or other  non-cash  property  ("Non-Cash  Dividends")  shall be
delivered to the Escrow Agent to hold in accordance  with the terms  hereof.  As
used herein,  the term "Escrow  Shares"  shall be deemed to include the Non-Cash
Dividends distributed thereon, if any.

          4.3  Restrictions  on  Transfer.  During the Escrow  Period,  no sale,
transfer  or other  disposition  may be made of any or all of the Escrow  Shares
except (i) by gift to a member of Initial Stockholder's immediate family or to a
trust,  the  beneficiary  of which is an Initial  Stockholder  or a member of an
Initial  Stockholder's  immediate family,  (ii) by virtue of the laws of descent
and  distribution  upon death of any Initial  Stockholder,  (iii)  pursuant to a
qualified  domestic  relations  order,  or (iv) pursuant to a transfer of record
ownership whereby there is no change in beneficial ownership; provided, however,
that such  permissive  transfers  may be  implemented  only upon the  respective
transferee's  written  agreement to be bound by the terms and conditions of this
Agreement  and  of  the  Insider  Letter  signed  by  the  Initial   Stockholder
transferring  the  Escrow  Shares.   During  the  Escrow  Period,   the  Initial
Stockholders  shall not pledge or grant a security interest in the Escrow Shares
or grant a security interest in their rights under this Agreement.

          4.4 Insider Letters.  Each of the Initial  Stockholders has executed a
letter agreement with the Representatives and the Company, dated as indicated on
Exhibit A hereto, and which is filed as an exhibit to the Registration Statement

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("Insider  Letter"),  respecting  the rights  and  obligations  of such  Initial
Stockholder in certain  events,  including but not limited to the liquidation of
the Company.

     5.   Concerning the Escrow Agent.

          5.1 Good Faith Reliance.  The Escrow Agent shall not be liable for any
action  taken or omitted by it in good faith and in the exercise of its own best
judgment,  and may rely  conclusively  and shall be protected in acting upon any
order,  notice,  demand,  certificate,  opinion or advice of counsel  (including
counsel  chosen by the Escrow  Agent),  statement,  instrument,  report or other
paper  or  document  (not  only as to its due  execution  and the  validity  and
effectiveness of its provisions,  but also as to the truth and  acceptability of
any information  therein  contained) which is believed by the Escrow Agent to be
genuine  and to be signed or  presented  by the proper  person or  persons.  The
Escrow  Agent  shall  not be bound  by any  notice  or  demand,  or any  waiver,
modification,  termination or rescission of this Agreement unless evidenced by a
writing delivered to the Escrow Agent signed by the proper party or parties and,
if the duties or rights of the Escrow Agent are  affected,  unless it shall have
given its prior written consent thereto.

          5.2  Indemnification.  The Escrow Agent shall be indemnified  and held
harmless by the Company from and against any  expenses,  including  counsel fees
and  disbursements,  or loss suffered by the Escrow Agent in connection with any
action, suit or other proceeding  involving any claim which in any way, directly
or indirectly,  arises out of or relates to this Agreement,  the services of the
Escrow Agent  hereunder,  or the Escrow Shares held by it hereunder,  other than
expenses or losses  arising from the gross  negligence or willful  misconduct of
the Escrow  Agent.  Promptly  after the receipt by the Escrow Agent of notice of
any demand or claim or the commencement of any action,  suit or proceeding,  the
Escrow Agent shall notify the other parties  hereto in writing.  In the event of
the  receipt of such  notice,  the Escrow  Agent,  in its sole  discretion,  may
commence  an action in the nature of  interpleader  in an  appropriate  court to
determine  ownership or  disposition  of the Escrow Shares or it may deposit the
Escrow  Shares  with the clerk of any  appropriate  court or it may  retain  the
Escrow Shares pending receipt of a final, non-appealable order of a court having
jurisdiction  over all of the parties  hereto  directing  to whom and under what
circumstances  the  Escrow  Shares  are  to  be  disbursed  and  delivered.  The
provisions  of this  Section  5.2 shall  survive in the event the  Escrow  Agent
resigns or is discharged pursuant to Sections 5.5 or 5.6 below.

          5.3  Compensation.  The Escrow  Agent shall be entitled to  reasonable
compensation  from the Company for all services  rendered by it  hereunder.  The
Escrow  Agent shall also be entitled to  reimbursement  from the Company for all
expenses paid or incurred by it in the  administration  of its duties  hereunder
including,  but not  limited to, all  counsel,  advisors'  and agents'  fees and
disbursements and all taxes or other governmental charges.

          5.4  Further  Assurances.  From  time to time on and  after  the  date
hereof,  the Company and the Initial  Stockholders  shall deliver or cause to be
delivered to the Escrow Agent such further  documents and  instruments and shall
do or cause to be done such further  acts as the Escrow  Agent shall  reasonably

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request  to carry out more  effectively  the  provisions  and  purposes  of this
Agreement,  to  evidence  compliance  herewith  or to assure  itself  that it is
protected in acting hereunder.

          5.5  Resignation.  The  Escrow  Agent  may  resign  at any time and be
discharged  from its duties as escrow  agent  hereunder  by its giving the other
parties  hereto written notice and such  resignation  shall become  effective as
hereinafter provided.  Such resignation shall become effective at such time that
the Escrow Agent shall turn over to a successor  escrow  agent  appointed by the
Company,  the  Escrow  Shares  held  hereunder.  If no new  escrow  agent  is so
appointed  within  the 60 day  period  following  the  giving of such  notice of
resignation,  the Escrow  Agent may deposit the Escrow  Shares with any court it
reasonably deems appropriate.

          5.6  Discharge of Escrow  Agent.  The Escrow Agent shall resign and be
discharged  from its duties as escrow agent hereunder if so requested in writing
at any time by the other parties hereto, jointly,  provided,  however, that such
resignation  shall become  effective  only upon  acceptance of  appointment by a
successor escrow agent as provided in Section 5.5.

          5.7 Liability.  Notwithstanding  anything herein to the contrary,  the
Escrow Agent shall not be relieved  from  liability  hereunder for its own gross
negligence or its own willful misconduct.

     6.   Miscellaneous.

          6.1 Governing Law. This Agreement  shall for all purposes be deemed to
be made under and shall be construed in accordance with the laws of the State of
New York.

          6.2 Third Party Beneficiaries. Each of the Initial Stockholders hereby
acknowledges  that  the  Underwriters  are  third  party  beneficiaries  of this
Agreement and this  Agreement  may not be modified or changed  without the prior
written consent of the Representatives.

          6.3 Entire Agreement.  This Agreement contains the entire agreement of
the parties  hereto with  respect to the subject  matter  hereof and,  except as
expressly  provided  herein,  may  not  be  changed  or  modified  except  by an
instrument in writing signed by the party to the charged.

          6.4  Headings.  The  headings  contained  in  this  Agreement  are for
reference  purposes  only  and  shall  not  affect  in any  way the  meaning  or
interpretation thereof.

          6.5 Binding Effect.  This Agreement shall be binding upon and inure to
the benefit of the respective  parties  hereto and their legal  representatives,
successors and assigns.

          6.6 Notices.  Any notice or other communication  required or which may
be given hereunder shall be in writing and either be delivered  personally or be
mailed,  certified or registered  mail, or by private  national courier service,
return receipt  requested,  postage  prepaid,  and shall be deemed given when so
delivered  personally  or, if  mailed,  two days after the date of  mailing,  as
follows:

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If to the Company, to:

         Sand Hill IT Security Acquisition Corp.
         3000 Sand Hill Road
         Building 1, Suite 240
         Menlo Park,.California 94025
         Attn: Humphrey P. Polanen, Chief Executive Officer

If to a Stockholder, to his address set forth in Exhibit A.

and if to the Escrow Agent, to:

         American Stock Transfer & Trust Company
         59 Maiden Lane
         New York, New York  10038
         Attn: Chairman

The parties may change the persons and  addresses  to which the notices or other
communications are to be sent by giving written notice to any such change in the
manner provided herein for giving notice.

          6.7  Liquidation  of Company.  The Company shall give the Escrow Agent
written  notification  of the  liquidation and dissolution of the Company in the
event that the Company  fails to  consummate a Business  Combination  within the
time period(s) specified in the Prospectus.

          6.8  Amendment.  This  Agreement  contains  the entire  agreement  and
understanding  of the parties  hereto with respect to the subject matter hereof.
This Agreement or any provision hereof may only be changed,  amended or modified
by a writing signed by each of the parties hereto;  provided,  however,  that no
such change,  amendment or  modification  may be made without the prior  written
consent of the Representative.  As to any claim,  cross-claim or counterclaim in
any way  relating  to this  Agreement,  each party  waives the right to trial by
jury.

          6.9 Assignment. This Agreement may not be assigned by the Escrow Agent
without the prior consent of the Company.

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<PAGE>

WITNESS the execution of this Agreement as of the date first above written.

                                      SAND HILL IT SECURITY ACQUISITION CORP.


                                      By:  /s/ Humphrey P. Polanen
                                      ----------------------------------------
                                               Humphrey P. Polanen
                                               Chief Executive Officer

                              INITIAL STOCKHOLDERS:


                                           /s/ Humphrey P. Polanen
                                           -----------------------------------
                                           Humphrey P. Polanen


                                           /s/ Humphrey P. Polanen
                                           -----------------------------------
                                           Sand Hill Security, LLC
                                           By: Humphrey P. Polanen, Manager


                                           /s/ Keith Walz
                                           -----------------------------------
                                           Keith Walz


                                           /s/ Scott Broomfield
                                           -----------------------------------
                                           Scott Broomfield


                                           /s/ Cary Grossman
                                           -----------------------------------
                                           Cary Grossman


                                           /s/ Daniel Johnson, Jr.
                                           -----------------------------------
                                           Daniel Johnson, Jr.


                                           /s/ Alberto Mializzi
                                           -----------------------------------
                                           Alberto Micalizzi


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                                           AMERICAN STOCK TRANSFER
                                           & TRUST COMPANY


                                           By:   /s/ Herbert J. Lemmer
                                           ----------------------------------
                                           Name:     Herbert J. Lemmer
                                           Title:    Vice President




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<PAGE>
                                    EXHIBIT A

<TABLE>
<CAPTION>

Name and Address of Initial Stockholder            Number of Shares                   Stock Certificate Number
---------------------------------------- -------------------------------------- --------------------------------------
<S>                                      <C>                                    <C>
Mr. Humphrey P. Polanen                                 459,441                                   1
3000 Sand Hill Road, Bldg. 1, Suite 240
Menlo Park, California 94025

Sand Hill Security, LLC                                 100,000                                   2
3000 Sand Hill Road, Bldg. 1, Suite 240
Menlo Park, California 94025

Keith Walz                                              174,825                                   3
1301 W. Washington St. #502
Chicago, Illinois 60607

Scott Broomfield                                        174,825                                   4
19580 Montevina Road
Los Gatos, California

Cary M. Grossman                                        48,951                                    5
9821 Katy Freeway, Suite 500
Houston, Texas 77024

Daniel Johnson                                          20,979                                    6
1856 Mark Twain Road
Palo Alto, California

Alberto Micalizzi                                       20,979                                    7
Corso Italia 66 20136
Milan, Italy

</TABLE>






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