EXHIBIT 10.12
                                 REVOLVING NOTE



$60,000                                                    As of April 23, 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

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          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

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<PAGE>

     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.

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<PAGE>

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.


                                        /s/ Humphrey P. Polanen
                                        -------------------------------------
                                        Humphrey P. Polanen,
                                        Chief Executive Officer



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