EXHIBIT 10.8

                      INVESTMENT MANAGEMENT TRUST AGREEMENT


     This  Agreement  is made as of July 30,  2004 by and  between  Sand Hill IT
Security  Acquisition  Corp. (the "Company") and American Stock Transfer & Trust
Company ("Trustee").

     WHEREAS, the Company's  Registration  Statement on Form S-1, No. 333-114861
("Registration  Statement"),  for its  initial  public  offering  of  securities
("IPO") has been declared  effective as of the date hereof by the Securities and
Exchange Commission ("Effective Date"); and

     WHEREAS,   Newbridge   Securities   Corporation  and  I-Bankers  Securities
Incorporated   (collectively,   the   "Representatives")   are   acting  as  the
representatives of the underwriters in the IPO; and

     WHEREAS,  as  described in the  Company's  Registration  Statement,  and in
accordance with the Company's  Certificate of Incorporation,  $18,360,000 of the
gross  proceeds  of the IPO  ($19,548,000  if the  underwriters'  over-allotment
option is  exercised  in full) will be  delivered to the Trustee to be deposited
and held in a trust  account  for the  benefit of the Company and the holders of
the Company's common stock,  par value $.01 per share,  issued in the IPO and in
the event the Units are registered in Colorado, pursuant to Section 11-51-302(6)
of the Colorado Revised Statutes (the amount to be delivered to the Trustee will
be referred to herein as the "Property";  the stockholders for whose benefit the
Trustee   shall  hold  the   Property   will  be  referred  to  as  the  "Public
Stockholders,"  and the Public  Stockholders and the Company will be referred to
together as the "Beneficiaries"); and

     WHEREAS, the Company and the Trustee desire to enter into this Agreement to
set forth the terms and conditions  pursuant to which the Trustee shall hold the
Property;

     IT IS AGREED:

1. Agreements and Covenants of Trustee.  The Trustee hereby agrees and covenants
to:

     (a) Hold the Property in trust for the Beneficiaries in accordance with the
terms of this  Agreement,  including  the terms of Section  11-51-302(6)  of the
Colorado Statute in a segregated trust account ("Trust Account")  established by
the Trustee at a branch of JPMorgan Chase NY Bank selected by the Trustee;

     (b) Manage, supervise and administer the Trust Account subject to the terms
and conditions set forth herein;

     (c) In a timely manner,  upon the instruction of the Company, to invest and
reinvest the Property in any "Government  Security." As used herein,  Government

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Security means any Treasury Bill issued by the United States,  having a maturity
of one hundred and eighty days or less;

     (d) Collect and receive,  when due, all principal  and income  arising from
the Property,  which shall become part of the  "Property,"  as such term is used
herein;

     (e) Notify the Company of all communications received by it with respect to
any Property requiring action by the Company;

     (f) Supply any  necessary  information  or documents as may be requested by
the Company in connection with the Company's  preparation of the tax returns for
the Trust Account;

     (g)  Participate  in any plan or proceeding for protecting or enforcing any
right or interest  arising from the Property if, as and when  instructed  by the
Company to do so;

     (h) Render to the  Company  and to the  Representatives,  and to such other
person as the Company may instruct, monthly written statements of the activities
of and amounts in the Trust Account reflecting all receipts and disbursements of
the Trust Account; and

     (i) Commence  liquidation  of the Trust  Account only after  receipt of and
only in accordance with the terms of a letter ("Termination  Letter"), in a form
substantially  similar to that attached hereto as either Exhibit A or Exhibit B,
signed on behalf of the  Company by its  President  or Chairman of the Board and
Secretary,  and complete the liquidation of the Trust Account and distribute the
Property in the Trust Account only as directed in the Termination Letter and the
other documents referred to therein.

2.  Agreements  and  Covenants of the  Company.  The Company  hereby  agrees and
covenants to:

     (a) Give all  instructions to the Trustee  hereunder in writing,  signed by
the  Company's  President  or Chairman of the Board.  In  addition,  except with
respect to its duties under paragraph 1(i) above,  the Trustee shall be entitled
to rely on,  and shall be  protected  in relying  on,  any verbal or  telephonic
advice or instruction  which it in good faith believes to be given by any one of
the persons  authorized  above to give written  instructions,  provided that the
Company shall promptly confirm such instructions in writing;

     (b) Hold the Trustee  harmless and  indemnify the Trustee from and against,
any and all expenses,  including  reasonable counsel fees and disbursements,  or
loss  suffered  by the  Trustee in  connection  with any  action,  suit or other
proceeding  brought  against the Trustee  involving any claim,  or in connection
with any claim or  demand  which in any way  arises  out of or  relates  to this
Agreement,  the services of the Trustee hereunder, or the Property or any income
earned from investment of the Property, except for expenses and losses resulting
from the Trustee's gross  negligence or willful  misconduct.  Promptly after the
receipt by the Trustee of notice of demand or claim or the  commencement  of any
action,  suit or  proceeding,  pursuant  to which the  Trustee  intends  to seek

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indemnification under this paragraph,  it shall notify the Company in writing of
such claim  (hereinafter  referred to as the "Indemnified  Claim").  The Trustee
shall have the right to conduct and manage the defense against such  Indemnified
Claim,  provided,  that the Trustee shall obtain the consent of the Company with
respect to the selection of counsel,  which  consent  shall not be  unreasonably
withheld. The Company may participate in such action with its own counsel; and

     (c) Pay the Trustee an initial  acceptance  fee of $1,000 and an annual fee
of $3,000 (it being expressly  understood that the Property shall not be used to
pay such fee). The Company shall pay the Trustee the initial  acceptance fee and
first  year's  fee  at  the  consummation  of  the  IPO  and  thereafter  on the
anniversary  of the Effective  Date. The Trustee shall refund to the Company the
fee (on a pro rata basis) with  respect to any period after the  liquidation  of
the Trust Fund.  The Trustee  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. The
Company  shall not be  responsible  for any other fees or charges of the Trustee
except as set forth in this  Section  2(c) and as may be provided  in  paragraph
2(b) hereof (it being  expressly  understood that the Property shall not be used
to make any payments to the Trustee under such paragraph).

3.  Limitations  of  Liability.  The  Trustee  shall have no  responsibility  or
liability to:

     (a) Take any action with respect to the Property, other than as directed in
paragraph 1 hereof and the Trustee  shall have no  liability to any party except
for liability arising out of its own gross negligence or willful misconduct;

     (b) Institute any proceeding for the collection of any principal and income
arising from, or institute,  appear in or defend any proceeding of any kind with
respect  to,  any of the  Property  unless  and  until  it shall  have  received
instructions  from the Company given as provided herein to do so and the Company
shall have  advanced or  guaranteed  to it funds  sufficient to pay any expenses
incident thereto;

     (c) Change the  investment of any Property,  other than in compliance  with
paragraph 1(c);

     (d) Refund any depreciation in principal of any Property;

     (e) Assume that the  authority of any person  designated  by the Company to
give instructions hereunder shall not be continuing unless provided otherwise in
such  designation,  or  unless  the  Company  shall  have  delivered  a  written
revocation of such authority to the Trustee;

     (f) The other  parties  hereto or to anyone  else for any  action  taken or
omitted  by it, or any action  suffered  by it to be taken or  omitted,  in good
faith  and in the  exercise  of its own  best  judgment,  except  for its  gross
negligence or willful misconduct. The Trustee may rely conclusively and shall be
protected  in acting upon any order,  notice,  demand,  certificate,  opinion or

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advice  of  counsel  (including  counsel  chosen  by  the  Trustee),  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
Trustee,  in good  faith,  to be genuine  and to be signed or  presented  by the
proper  person or  persons.  The  Trustee  shall  not be bound by any  notice or
demand, or any waiver, modification, termination or rescission of this agreement
or any of the terms hereof,  unless evidenced by a written instrument  delivered
to the  Trustee  signed by the  proper  party or parties  and,  if the duties or
rights of the  Trustee  are  affected,  unless it shall  give its prior  written
consent thereto;

     (g) Verify the correctness of the information set forth in the Registration
Statement  or to confirm or assure that any  acquisition  made by the Company or
any other action taken by it is as contemplated by the  Registration  Statement;
and

     (h) Pay any  taxes on  behalf of the  Trust  Account  (it  being  expressly
understood  that the  Property  shall not be used to pay any such taxes and that
such  taxes,  if any,  shall be paid by the  Company  from funds not held in the
Trust Account).

4. Termination. This Agreement shall terminate as follows:

     (a) If the Trustee gives  written  notice to the Company that it desires to
resign under this  Agreement,  the Company shall use its  reasonable  efforts to
locate a successor  trustee.  At such time that the Company notifies the Trustee
that a  successor  trustee has been  appointed  by the Company and has agreed to
become  subject to the terms of this  Agreement,  the Trustee shall transfer the
management  of the Trust  Account to the  successor  trustee,  including but not
limited to the transfer of copies of the reports and statements  relating to the
Trust Account,  whereupon this Agreement  shall  terminate;  provided,  however,
that, in the event that the Company does not locate a successor  trustee  within
ninety days of receipt of the resignation  notice from the Trustee,  the Trustee
may submit an application to have the Property  deposited with the United States
District Court for the Southern District of New York and upon such deposit,  the
Trustee shall be immune from any liability whatsoever;

     (b) At such time that the  Trustee has  completed  the  liquidation  of the
Trust Account in accordance  with the provisions of paragraph  1(i) hereof,  and
distributed  the Property in accordance  with the provisions of the  Termination
Letter, this Agreement shall terminate except with respect to Paragraph 2(b); or

     (c) On such date after July 30, 2006 when the Trustee deposits the Property
with the United States  District Court for the Southern  District of New York in
the event that,  prior to such date,  the Trustee has not received a Termination
Letter from the Company pursuant to paragraph 1(i).

5. Miscellaneous.

     (a) The Company  and the Trustee  each  acknowledge  that the Trustee  will
follow the security procedures set forth below with respect to funds transferred
from the Trust Account. Upon receipt of written  instructions,  the Trustee will

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confirm  such  instructions  with  an  Authorized  Individual  at an  Authorized
Telephone  Number listed on the attached  Exhibit C. The Company and the Trustee
will each restrict access to confidential  information relating to such security
procedures  to  authorized  persons.  Each  party must  notify  the other  party
immediately if it has reason to believe  unauthorized  persons may have obtained
access to such  information,  or of any change in its authorized  personnel.  In
executing funds  transfers,  the Trustee will rely upon account numbers or other
identifying  numbers of a beneficiary,  beneficiary's bank or intermediary bank,
rather than names.  The Trustee  shall not be liable for any loss,  liability or
expense  resulting  from any error in an  account  number  or other  identifying
number, provided it has accurately transmitted the numbers provided.

     (b) This  Agreement  shall be governed  by and  construed  and  enforced in
accordance  with the laws of the State of New  York,  without  giving  effect to
conflict of laws. It may be executed in several counterparts,  each one of which
shall constitute an original, and together shall constitute but one instrument.

     (c) 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.

     (d) The parties hereto consent to the  jurisdiction  and venue of any state
or federal  court  located in the City of New York for purposes of resolving any
disputes hereunder.

     (e) Any notice,  consent or request to be given in  connection  with any of
the terms or provisions of this Agreement  shall be in writing and shall be sent
by express mail or similar  private courier  service,  by certified mail (return
receipt requested), by hand delivery or by facsimile transmission:

                  if to the Trustee, to:

                  American Stock Transfer & Trust Company
                  59 Maiden Lane
                  New York, New York 10038
                  Attn: Ms. Susan Silber
                  Fax No.: (718) 236-4588

                  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
                  Fax No.: (650) 234-7223

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                  in either case with a copy to:

                  Newbridge Securities Corporation
                  1451 W. Cypress Creek Road
                  Ft. Lauderdale, Florida  33309-1953
                  Attn:  James Hosch
                  Fax:  (954) 229-9937

                  and

                  I-Bankers Securities Incorporated
                  3340 Indian Creek Ct.
                  Ft. Worth, Texas  76180
                  Attn:  Michael McCrory
                  Fax:  (817) 428-2779

     (f) This  Agreement  may not be assigned  by the Trustee  without the prior
consent of the Company.

     (g) Each of the Trustee and the Company hereby  represents  that it has the
full right and power and has been duly  authorized to enter into this  Agreement
and to perform its respective obligations as contemplated hereunder. The Trustee
acknowledges and agrees that it shall not make any claims or proceed against the
Trust  Account,  including  by way of set-off,  and shall not be entitled to any
funds in the Trust Account under any circumstance.

                           [Signature page to follow]

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<PAGE>


IN WITNESS  WHEREOF,  the parties have duly executed this Investment  Management
Trust Agreement as of the date first written above.


                                              AMERICAN STOCK TRANSFER
                                              & TRUST COMPANY, as Trustee


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


                                              SAND HILL IT SECURITY
                                              ACQUISITION CORP.


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



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                                    EXHIBIT A

                             [LETTERHEAD OF COMPANY]

                                  [INSERT DATE]

American Stock Transfer & Trust Company
59 Maiden Lane
New York, New York  10038
Attn:    __________________________
Re:      Trust Account No. [___________]
Termination Letter

Gentlemen:

     Pursuant to paragraph 1(i) of the  Investment  Management  Trust  Agreement
between Sand Hill IT Security  Acquisition Corp.  ("Company") and American Stock
Transfer & Trust Company  ("Trustee"),  dated as of _____________,  2004 ("Trust
Agreement"),  this is to  advise  you  that  the  Company  has  entered  into an
agreement ("Business Agreement") with __________________  ("Target Business") to
consummate a business combination with Target Business ("Business  Combination")
on or about  [INSERT  DATE].  The Company  shall notify you at least 24 hours in
advance of the  actual  date of the  consummation  of the  Business  Combination
("Consummation Date").

     In accordance with the terms of the Trust  Agreement,  we hereby  authorize
you to commence  liquidation  of the Trust  Account to the effect  that,  on the
Consummation  Date,  all of funds held in the Trust Account will be  immediately
available  for transfer to the account or accounts that the Company shall direct
on the Consummation Date.

     On the  Consummation  Date (i) counsel for the Company shall deliver to you
written  notification that (a) the Business Combination has been consummated and
(b) the  provisions  of Section  11-51-302(6)  and Rule  51-3.4 of the  Colorado
Statute  have  been  met and (ii)  the  Company  shall  deliver  to you  written
instructions with respect to the transfer of the funds held in the Trust Account
("Instruction  Letter").  You are hereby directed and authorized to transfer the
funds held in the Trust Account  immediately  upon your receipt of the counsel's
letter  and  the  Instruction  Letter,  in  accordance  with  the  terms  of the
Instruction Letter. In the event that certain deposits held in the Trust Account
may not be liquidated by the Consummation Date without penalty,  you will notify
the  Company of the same and the  Company  shall  direct you as to whether  such
funds should remain in the Trust Account and distributed  after the Consummation
Date to the Company. Upon the distribution of all the funds in the Trust Account
pursuant to the terms hereof, the Trust Agreement shall be terminated.

     In the  event  that the  Business  Combination  is not  consummated  on the
Consummation  Date  described in the notice thereof and we have not notified you
on or before the original Consummation Date of a new Consummation Date, then the

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funds held in the Trust  Account  shall be  reinvested  as provided in the Trust
Agreement on the business day immediately following the Consummation Date as set
forth in the notice.


                                        Very truly yours,

                                        SAND HILL IT SECURITY
                                        ACQUISITION CORP.


                                        By:__________________________________
                                           Humphrey P. Polanen, Chief
                                           Executive Officer


                                        By:__________________________________
                                           Cary M. Grossman, Secretary


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                                    EXHIBIT B

                             [LETTERHEAD OF COMPANY]

                                  [INSERT DATE]


American Stock Transfer & Trust Company
59 Maiden Lane
New York, New York 10038
Attn:  _____________________
Re:   Trust Account No. [_________] Termination Letter

Gentlemen:

     Pursuant to paragraph 1(i) of the  Investment  Management  Trust  Agreement
between Sand Hill IT Security  Acquisition Corp.  ("Company") and American Stock
Transfer & Trust Company  ("Trustee"),  dated as of _____________,  2004 ("Trust
Agreement"),  this is to advise you that the Board of  Directors  of the Company
has voted to dissolve and  liquidate the Company.  Attached  hereto is a copy of
the minutes of the  meeting of the Board of  Directors  of the Company  relating
thereto,  certified  by the  Secretary of the Company as true and correct and in
full force and effect.

     In accordance with the terms of the Trust Agreement,  we hereby (a) certify
to you that the  provisions  of  Section  11-51-302(6)  and Rule  51-3.4  of the
Colorado Statute have been met and (b) authorize you, to commence liquidation of
the Trust  Account.  You will notify the Company  and  ___________  ("Designated
Paying  Agent") in writing as to when all of the funds in the Trust Account will
be available for immediate  transfer  ("Transfer  Date").  The Designated Paying
Agent  shall  thereafter  notify  you  as to  the  account  or  accounts  of the
Designated  Paying  Agent  that  the  funds  in  the  Trust  Account  should  be
transferred  to on the  Transfer  Date so that the  Designated  Paying Agent may
commence   distribution   of  such  funds  in  accordance   with  the  Company's
instructions.  You shall have no  obligation  to oversee the  Designated  Paying
Agent's  distribution  of the funds.  Upon the payment to the Designated  Paying
Agent of all the  funds in the  Trust  Account,  the  Trust  Agreement  shall be
terminated.

                                        Very truly yours,

                                        SAND HILL IT SECURITY
                                        ACQUISITION CORP.


                                        By:__________________________________
                                           Humphrey P. Polanen, Chief
                                           Executive Officer


                                        By:__________________________________
                                           Cary M. Grossman, Secretary


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                                    EXHIBIT C

                            AUTHORIZED INDIVIDUAL(S)

                       AUTHORIZED FOR TELEPHONE CALL BACK

COMPANY:          Sand Hill IT Security Acquisition Corp.
                  3000 Sand Hill Road
                  Building 1, Suite 240
                  Menlo Park, California 94025
                  Attn:    Humphrey P. Polanen, Chairman
                  Telephone:        (____)_______________
                  Attn:    Cary M. Grossman, Chief Financial Officer
                  Telephone:        (____)________________

TRUSTEE:          American Stock Transfer  & Trust Company
                  59 Maiden Lane
                  New York, New York 10038
                  Attn:    ______________________________
                  Telephone:        (____) __________________




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