EXHIBIT 10.10

                          REGISTRATION RIGHTS AGREEMENT

     THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is entered into as of
the 30 day of July, 2004, by and among: Sand Hill IT Security Acquisition Corp.,
a Delaware corporation (the "Company"); and the undersigned parties listed under
Investor on the signature page hereto (each, an "Investor" and collectively, the
"Investors").

     WHEREAS,  the Investors  currently  hold all of the issued and  outstanding
securities of the Company;

     WHEREAS,  the Investors and the Company desire to enter into this Agreement
to provide the Investors with certain  rights  relating to the  registration  of
shares of Common Stock held by them;

     NOW, THEREFORE, in consideration of the mutual covenants and agreements set
forth  herein,  and for other good and valuable  consideration,  the receipt and
sufficiency  of which are  hereby  acknowledged,  the  parties  hereto  agree as
follows:

1. DEFINITIONS.  The following  capitalized terms used herein have the following
meanings:

     "Agreement" means this Agreement, as amended,  restated,  supplemented,  or
otherwise modified from time to time.

     "Commission"  means the  Securities and Exchange  Commission,  or any other
federal agency then administering the Securities Act or the Exchange Act.

     "Common  Stock" means the common stock,  par value $0.01 per share,  of the
Company.

     "Company" is defined in the preamble to this Agreement.

     "Demand Registration" is defined in Section 2.1.1.

     "Demanding Holder" is defined in Section 2.1.1.

     "Exchange Act" means the Securities  Exchange Act of 1934, as amended,  and
the rules and regulations of the Commission promulgated  thereunder,  all as the
same shall be in effect at the time.

     "Form S-3" is defined in Section 2.3.

     "Indemnified Party" is defined in Section 4.3.

     "Indemnifying Party" is defined in Section 4.3.

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     "Investor" is defined in the preamble to this Agreement.

     "Investor Indemnified Party" is defined in Section 4.1.

     "Maximum Number of Shares" is defined in Section 2.1.4.

     "Notices" is defined in Section 6.3.

     "Piggy-Back Registration" is defined in Section 2.2.1.

     "Register," "registered" and "registration" mean a registration effected by
preparing and filing a registration  statement or similar document in compliance
with the  requirements  of the  Securities  Act,  and the  applicable  rules and
regulations  promulgated  thereunder,  and such registration  statement becoming
effective.

     "Registrable  Securities"  mean all of the shares of Common  Stock owned or
held by  Investors.  Registrable  Securities  include  any  warrants,  shares of
capital stock or other  securities of the Company  issued as a dividend or other
distribution with respect to or in exchange for or in replacement of such shares
of Common Stock. As to any particular  Registrable  Securities,  such securities
shall cease to be Registrable Securities when: (a) a Registration Statement with
respect to the sale of such  securities  shall have become  effective  under the
Securities Act and such securities shall have been sold,  transferred,  disposed
of or  exchanged  in  accordance  with  such  Registration  Statement;  (b) such
securities shall have been otherwise transferred,  new certificates for them not
bearing a legend  restricting  further transfer shall have been delivered by the
Company  and  subsequent   public   distribution   of  them  shall  not  require
registration  under the Securities Act; (c) such securities shall have ceased to
be outstanding,  or (d) the Registrable Securities are salable under Rule 144(k)
in the opinion of counsel to the Company.

     "Registration  Statement"  means  a  registration  statement  filed  by the
Company with the Commission in compliance  with the Securities Act and the rules
and regulations  promulgated thereunder for a public offering and sale of Common
Stock  (other than a  registration  statement  on Form S-4 or Form S-8, or their
successors,  or any registration  statement covering only securities proposed to
be issued in exchange for securities or assets of another entity).

     "Release Date" means the date on which shares of Common Stock are disbursed
from escrow  pursuant to Section 3 of that certain Stock Escrow  Agreement dated
as of July 27, 2004 by and among the parties  hereto and American Stock Transfer
& Trust Company.

     "Securities  Act" means the  Securities  Act of 1933,  as amended,  and the
rules and regulations of the Commission promulgated thereunder,  all as the same
shall be in effect at the time.

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     "Underwriter"  means a  securities  dealer who  purchases  any  Registrable
Securities  as  principal  in an  underwritten  offering and not as part of such
dealer's market-making activities.

2. REGISTRATION RIGHTS.

     2.1 Demand Registration.

          2.1.1 Request for  Registration.  At any time and from time to time on
or  after  the  Release  Date,  the  holders  of a  majority-in-interest  of the
Registrable  Securities  held  by  the  Investors  or  the  transferees  of  the
Investors,  may make a written demand for registration  under the Securities Act
of all or part of their Registrable  Securities (a "Demand  Registration").  Any
demand  for a  Demand  Registration  shall  specify  the  number  of  shares  of
Registrable  Securities  proposed  to be sold  and  the  intended  method(s)  of
distribution  thereof.  The  Company  will  notify all  holders  of  Registrable
Securities of the demand,  and each holder of Registrable  Securities who wishes
to  include  all or a portion of such  holder's  Registrable  Securities  in the
Demand Registration (each such holder including shares of Registrable Securities
in such registration,  a "Demanding  Holder") shall so notify the Company within
fifteen  (15) days  after the  receipt  by the  holder  of the  notice  from the
Company.  Upon any such request, the Demanding Holders shall be entitled to have
their Registrable  Securities  included in the Demand  Registration,  subject to
Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not
be obligated  to effect more than an  aggregate of two (2) Demand  Registrations
under this Section 2.1.1 in respect of Registrable Securities.

          2.1.2  Effective  Registration.  A  registration  will not  count as a
Demand  Registration until the Registration  Statement filed with the Commission
with respect to such Demand  Registration  has been  declared  effective and the
Company has  complied  with all of its  obligations  under this  Agreement  with
respect thereto;  provided,  however, that if, after such Registration Statement
has been declared effective,  the offering of Registrable Securities pursuant to
a Demand  Registration is interfered with by any stop order or injunction of the
Commission or any other governmental agency or court, the Registration Statement
with  respect  to such  Demand  Registration  will be  deemed  not to have  been
declared  effective,  unless and until,  (i) such stop  order or  injunction  is
removed,  rescinded or otherwise terminated,  and (ii) a majority-in-interest of
the  Demanding  Holders  thereafter  elect to continue the  offering;  provided,
further,  that the Company shall not be obligated to file a second  Registration
Statement  until a  Registration  Statement  that has been filed is counted as a
Demand Registration or is terminated or withdrawn.

          2.1.3  Underwritten  Offering.  If  a   majority-in-interest   of  the
Demanding  Holders so elect and such  holders  so advise the  Company as part of
their written demand for a Demand Registration, the offering of such Registrable
Securities  pursuant  to such  Demand  Registration  shall  be in the form of an
underwritten  offering.  In such  event,  the right of any holder to include its
Registrable  Securities  in such  registration  shall be  conditioned  upon such
holder's  participation in such  underwriting and the inclusion of such holder's

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Registrable  Securities in the underwriting to the extent provided  herein.  All
Demanding  Holders  proposing  to  distribute  their  securities   through  such
underwriting  shall enter into an underwriting  agreement in customary form with
the   Underwriter  or   Underwriters   selected  for  such   underwriting  by  a
majority-in-interest of the holders initiating the Demand Registration.

          2.1.4  Reduction of Offering.  Subject to the rights of the holders of
securities  issued or issuable  upon  exercise of those  certain  Unit  Purchase
Options  to  be  issued  to  Newbridge  Securities   Corporation  and  I-Bankers
Securities  Incorporated  or their  designees in  connection  with the Company's
initial  public   offering  in  July  2004,  if  the  managing   Underwriter  or
Underwriters for a Demand  Registration  that is to be an underwritten  offering
advises the Company and the Demanding  Holders in writing that the dollar amount
or number of shares of Registrable Securities which the Demanding Holders desire
to  sell,  taken  together  with  all  other  shares  of  Common  Stock or other
securities  which the Company desires to sell and the shares of Common Stock, if
any, as to which registration has been requested pursuant to written contractual
piggy-back  registration  rights held by other  shareholders  of the Company who
desire to sell,  exceeds the maximum  dollar amount or maximum  number of shares
that can be sold in such  offering  without  adversely  affecting  the  proposed
offering  price,  the timing,  the  distribution  method,  or the probability of
success of such  offering  (such  maximum  dollar  amount or  maximum  number of
shares, as applicable,  the "Maximum Number of Shares"),  then the Company shall
include in such registration:  (i) first, the Registrable Securities as to which
Demand  Registration  has been  requested by the Demanding  Holders (pro rata in
accordance  with the  number of  shares of  Registrable  Securities  which  such
Demanding Holder has requested be included in such  registration,  regardless of
the number of shares of Registrable  Securities  held by each Demanding  Holder)
that can be sold without exceeding the Maximum Number of Shares; (ii) second, to
the extent  that the  Maximum  Number of Shares has not been  reached  under the
foregoing  clause (i), the shares of Common Stock or other  securities  that the
Company desires to sell that can be sold without exceeding the Maximum Number of
Shares;  (iii)  third,  to the extent that the Maximum  Number of Shares has not
been  reached  under the  foregoing  clauses (i) and (ii),  the shares of Common
Stock for the account of other persons that the Company is obligated to register
pursuant to written  contractual  arrangements with such persons and that can be
sold without  exceeding  the Maximum  Number of Shares;  and (v) fourth,  to the
extent  that the  Maximum  Number  of  Shares  have not been  reached  under the
foregoing  clauses (i), (ii),  and (iii),  the shares of Common Stock that other
shareholders  desire  to sell that can be sold  without  exceeding  the  Maximum
Number of Shares.

          2.1.5 Withdrawal.  If a majority-in-interest  of the Demanding Holders
disapprove of the terms of any  underwriting  or are not entitled to include all
of their Registrable Securities in any offering,  such  majority-in-interest  of
the Demanding Holders may elect to withdraw from such offering by giving written
notice to the Company and the  Underwriter or  Underwriters  of their request to
withdraw prior to the effectiveness of the Registration Statement filed with the
Commission with respect to such Demand Registration. If the majority-in-interest
of the Demanding Holders withdraws from a proposed offering relating to a Demand
Registration,  then such registration  shall not count as a Demand  Registration
provided for in this Section 2.1.


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     2.2  Piggy-Back Registration.

          2.2.1 Piggy-Back  Rights.  If at any time on or after the Release Date
the Company  proposes to file a Registration  Statement under the Securities Act
with  respect  to an  offering  of equity  securities,  or  securities  or other
obligations  exercisable  or  exchangeable  for,  or  convertible  into,  equity
securities,  by the  Company  for its own  account  or for  shareholders  of the
Company for their account (or by the Company and by  shareholders of the Company
including,   without  limitation,   pursuant  to  Section  2.1),  other  than  a
Registration Statement (i) filed in connection with any employee stock option or
other benefit plan, (ii) for an exchange offer or offering of securities  solely
to the Company's  existing  shareholders,  (iii) for an offering of debt that is
convertible  into  equity  securities  of the  Company  or (iv)  for a  dividend
reinvestment  plan,  then the  Company  shall  (x) give  written  notice of such
proposed filing to the holders of Registrable  Securities as soon as practicable
but in no event less than ten (10) days  before  the  anticipated  filing  date,
which notice shall  describe the amount and type of securities to be included in
such  offering,  the  intended  method(s) of  distribution,  and the name of the
proposed Managing Underwriter or Underwriters,  if any, of the offering, and (y)
offer to the holders of Registrable Securities in such notice the opportunity to
register  the sale of such number of shares of  Registrable  Securities  as such
holders may request in writing  within five (5) days  following  receipt of such
notice (a "Piggy-Back  Registration").  The Company shall cause such Registrable
Securities to be included in such registration and shall use its best efforts to
cause the  managing  Underwriter  or  Underwriters  of a  proposed  underwritten
offering  to permit the  Registrable  Securities  requested  to be included in a
Piggy-Back  Registration  to be included on the same terms and conditions as any
similar securities of the Company and to permit the sale or other disposition of
such  Registrable  Securities  in  accordance  with the  intended  method(s)  of
distribution  thereof.  All  holders  of  Registrable  Securities  proposing  to
distribute their securities  through a Piggy-Back  Registration that involves an
Underwriter  or  Underwriters  shall  enter into an  underwriting  agreement  in
customary form with the Underwriter or Underwriters selected for such Piggy-Back
Registration.

          2.2.2  Reduction of Offering.  Subject to the rights of the holders of
securities  issued or issuable  upon  exercise of those  certain  Unit  Purchase
Options  to  be  issued  to  Newbridge  Securities   Corporation  and  I-Bankers
Securities  Incorporated  or their  designees in  connection  with the Company's
initial  public   offering  in  July  2004,  if  the  managing   Underwriter  or
Underwriters  for a  Piggy-Back  Registration  that  is  to  be an  underwritten
offering  advises  the  Company and the  holders of  Registrable  Securities  in
writing  that the dollar  amount or number of shares of Common  Stock  which the
Company desires to sell,  taken together with shares of Common Stock, if any, as
to  which  registration  has  been  demanded  pursuant  to  written  contractual
arrangements  with  persons  other than the  holders of  Registrable  Securities
hereunder,  the  Registrable  Securities  as  to  which  registration  has  been
requested  under this Section 2.2, and the shares of Common Stock, if any, as to
which  registration  has been  requested  pursuant  to the  written  contractual
piggy-back registration rights of other shareholders of the Company, exceeds the
Maximum  Number  of  Shares,   then  the  Company  shall  include  in  any  such
registration:


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               (i) If the registration is undertaken for the Company's  account:
(A)  first,  the shares of Common  Stock or other  securities  that the  Company
desires to sell that can be sold without exceeding the Maximum Number of Shares;
(B) second, to the extent that the Maximum Number of Shares has not been reached
under the foregoing  clause (A), the shares of Common Stock,  if any,  including
the Registrable Securities, as to which registration has been requested pursuant
to written contractual  piggy-back  registration rights of security holders (pro
rata in  accordance  with the number of shares of Common  Stock  which each such
person has actually requested to be included in such registration, regardless of
the number of shares of Common Stock with respect to which such persons have the
right to request such inclusion) that can be sold without  exceeding the Maximum
Number  of  Shares;  and

               (ii) If the registration is a "demand" registration undertaken at
the demand of persons other than the holders of Registrable  Securities pursuant
to written contractual  arrangements with such persons, (A) first, the shares of
Common Stock for the account of the  demanding  persons that can be sold without
exceeding  the  Maximum  Number of Shares;  (B)  second,  to the extent that the
Maximum  Number of Shares has not been reached under the  foregoing  clause (A),
the shares of Common Stock or other  securities that the Company desires to sell
that can be sold without exceeding the Maximum Number of Shares;  and (C) third,
to the extent that the Maximum  Number of Shares has not been reached  under the
foregoing  clauses  (A)  and  (B),  the  Registrable   Securities  as  to  which
registration  has been requested  under this Section 2.2 (pro rata in accordance
with  the  number  of  shares  of  Registrable  Securities  held  by  each  such
holder);and (D) fourth,  to the extent that the Maximum Number of Shares has not
been reached under the foregoing  clauses (A), (B) and (C), the shares of Common
Stock, if any, as to which  registration has been requested  pursuant to written
contractual  piggy-back  registration  rights which other shareholders desire to
sell that can be sold without exceeding the Maximum Number of Shares.

          2.2.3  Withdrawal.  Any holder of Registrable  Securities may elect to
withdraw such holder's  request for inclusion of  Registrable  Securities in any
Piggy-Back  Registration by giving written notice to the Company of such request
to  withdraw  prior to the  effectiveness  of the  Registration  Statement.  The
Company may also elect to withdraw a registration statement at any time prior to
the  effectiveness  of the  Registration  Statement.  Notwithstanding  any  such
withdrawal,  the  Company  shall pay all  expenses  incurred  by the  holders of
Registrable  Securities  in  connection  with such  Piggy-Back  Registration  as
provided in Section 3.3.

     2.3 Registrations on Form S-3. The holders of Registrable Securities may at
any time and from time to time, request in writing that the Company register the
resale of any or all of such  Registrable  Securities on Form S-3 or any similar
short-form  registration  which  may be  available  at such time  ("Form  S-3");
provided,  however,  that the  Company  shall not be  obligated  to effect  such
request through an underwritten offering.  Upon receipt of such written request,
the Company will promptly give written  notice of the proposed  registration  to
all  other  holders  of  Registrable  Securities,  and,  as soon as  practicable
thereafter,  effect the  registration of all or such portion of such holder's or
holders' Registrable Securities as are specified in such request,  together with
all or such portion of the Registrable Securities of any other holder or holders

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joining in such  request as are  specified  in a written  request  given  within
fifteen  (15) days  after  receipt  of such  written  notice  from the  Company;
provided,  however,  that the Company  shall not be obligated to effect any such
registration  pursuant to this Section 2.3: (i) if Form S-3 is not available for
such offering;  or (ii) if the holders of the Registrable  Securities,  together
with the holders of any other securities of the Company entitled to inclusion in
such  registration,  propose  to sell  Registrable  Securities  and  such  other
securities (if any) at any aggregate  price to the public of less than $500,000.
Registrations  effected  pursuant  to this  Section  2.3 shall not be counted as
Demand Registrations effected pursuant to Section 2.1.

3. REGISTRATION PROCEDURES.

     3.1  Filings;  Information.  Whenever the Company is required to effect the
registration  of any Registrable  Securities  pursuant to Section 2, the Company
shall  use  its  best  efforts  to  effect  the  registration  and  sale of such
Registrable Securities in accordance with the intended method(s) of distribution
thereof  as  expeditiously  as  practicable,  and in  connection  with  any such
request:

          3.1.1  Filing   Registration   Statement.   The  Company   shall,   as
expeditiously  as possible and in any event within sixty (60) days after receipt
of a request for a Demand Registration pursuant to Section 2.1, prepare and file
with the Commission a  Registration  Statement on any form for which the Company
then qualifies or which counsel for the Company shall deem appropriate and which
form  shall  be  available  for the  sale of all  Registrable  Securities  to be
registered  thereunder in accordance with the intended method(s) of distribution
thereof, and shall use its best efforts to cause such Registration  Statement to
become and remain effective for the period required by Section 3.1.3;  provided,
however,  that the Company shall have the right to defer any Demand Registration
for up to thirty (30) days, and any Piggy-Back  Registration  for such period as
may be  applicable  to  deferment  of any  demand  registration  to  which  such
Piggy-Back  Registration  relates,  in each case if the Company shall furnish to
the holders a certificate  signed by the Chief Executive  Officer of the Company
stating  that,  in the good  faith  judgment  of the Board of  Directors  of the
Company, it would be materially  detrimental to the Company and its shareholders
for such Registration  Statement to be effected at such time;  provided further,
however,  that the Company  shall not have the right to  exercise  the right set
forth in the immediately  preceding proviso more than once in any 365-day period
in respect of a Demand Registration hereunder.

          3.1.2  Copies.  The  Company  shall,  prior to  filing a  Registration
Statement or prospectus, or any amendment or supplement thereto, furnish without
charge to the holders of Registrable  Securities  included in such registration,
and such  holders'  legal  counsel,  copies of such  Registration  Statement  as
proposed  to be  filed,  each  amendment  and  supplement  to such  Registration
Statement  (in  each  case   including   all  exhibits   thereto  and  documents
incorporated by reference therein), the prospectus included in such Registration
Statement (including each preliminary  prospectus),  and such other documents as
the holders of Registrable  Securities  included in such  registration  or legal
counsel for any such holders may request in order to facilitate the  disposition
of the Registrable Securities owned by such holders.


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          3.1.3 Amendments and  Supplements.  The Company shall prepare and file
with the Commission such amendments,  including post-effective  amendments,  and
supplements to such Registration Statement and the prospectus used in connection
therewith as may be necessary to keep such Registration  Statement effective and
in compliance  with the provisions of the  Securities Act until all  Registrable
Securities and other securities covered by such Registration Statement have been
disposed of in accordance with the intended  method(s) of distribution set forth
in such  Registration  Statement  (which  period shall not exceed the sum of one
hundred  eighty (180) days plus any period during which any such  disposition is
interfered  with by any  stop  order  or  injunction  of the  Commission  or any
governmental agency or court) or such securities have been withdrawn.

          3.1.4 Notification.  After the filing of a Registration Statement, the
Company  shall  promptly,  and in no event more than two (2) business days after
such  filing,  notify the  holders of  Registrable  Securities  included in such
Registration  Statement of such filing,  and shall  further  notify such holders
promptly  and  confirm  such  advice in  writing  in all  events  within two (2)
business  days  of  the  occurrence  of  any of the  following:  (i)  when  such
Registration Statement becomes effective; (ii) when any post-effective amendment
to  such  Registration  Statement  becomes  effective;  (iii)  the  issuance  or
threatened  issuance by the  Commission of any stop order (and the Company shall
take all  actions  required to prevent the entry of such stop order or to remove
it if  entered);  and (iv) any request by the  Commission  for any  amendment or
supplement to such Registration  Statement or any prospectus relating thereto or
for  additional  information  or of the  occurrence  of an event  requiring  the
preparation  of a  supplement  or  amendment  to such  prospectus  so  that,  as
thereafter  delivered  to the  purchasers  of the  securities  covered  by  such
Registration Statement,  such prospectus will not contain an untrue statement of
a material fact or omit to state any material fact required to be stated therein
or necessary to make the statements  therein not  misleading,  and promptly make
available to the holders of Registrable Securities included in such Registration
Statement any such  supplement or amendment;  except that before filing with the
Commission a Registration Statement or prospectus or any amendment or supplement
thereto,  including  documents  incorporated  by  reference,  the Company  shall
furnish to the holders of Registrable  Securities  included in such Registration
Statement  and to the legal  counsel  for any such  holders,  copies of all such
documents proposed to be filed sufficiently in advance of filing to provide such
holders and legal counsel with a reasonable opportunity to review such documents
and comment thereon,  and the Company shall not file any Registration  Statement
or  prospectus  or  amendment  or  supplement   thereto,   including   documents
incorporated  by  reference,  to which such holders or their legal counsel shall
object.

          3.1.5 State Securities Laws Compliance. The Company shall use its best
efforts to (i)  register or qualify the  Registrable  Securities  covered by the
Registration  Statement  under  such  securities  or  "blue  sky"  laws  of such
jurisdictions  in the United  States as the  holders of  Registrable  Securities
included in such  Registration  Statement  (in light of their  intended  plan of
distribution)  may  request and (ii) take such  action  necessary  to cause such
Registrable  Securities  covered by the Registration  Statement to be registered
with or approved by such other  Governmental  Authorities as may be necessary by

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virtue of the  business and  operations  of the Company and do any and all other
acts and things  that may be  necessary  or  advisable  to enable the holders of
Registrable Securities included in such Registration Statement to consummate the
disposition  of such  Registrable  Securities in such  jurisdictions;  provided,
however,  that the  Company  shall not be required  to qualify  generally  to do
business in any jurisdiction where it would not otherwise be required to qualify
but for  this  paragraph  3.1.5  or  subject  itself  to  taxation  in any  such
jurisdiction.

          3.1.6  Agreements  for  Disposition.  The  Company  shall  enter  into
customary agreements  (including,  if applicable,  an underwriting  agreement in
customary form) and take such other actions as are reasonably  required in order
to expedite or facilitate the disposition of such  Registrable  Securities.  The
representations,  warranties  and  covenants of the Company in any  underwriting
agreement  which  are made to or for the  benefit  of any  Underwriters,  to the
extent  applicable,  shall also be made to and for the benefit of the holders of
Registrable  Securities  included in such registration  statement.  No holder of
Registrable Securities included in such registration statement shall be required
to make any representations or warranties in the underwriting  agreement except,
if  applicable,  with  respect to such  holder's  organization,  good  standing,
authority,  title to Registrable Securities,  lack of conflict of such sale with
such holder's material agreements and organizational documents, and with respect
to written information relating to such holder that such holder has furnished in
writing expressly for inclusion in such Registration Statement.

          3.1.7 Cooperation. The principal executive officer of the Company, the
principal financial officer of the Company,  the principal accounting officer of
the Company and all other  officers and members of the management of the Company
shall cooperate fully in any offering of Registrable Securities hereunder, which
cooperation  shall  include,   without   limitation,   the  preparation  of  the
Registration  Statement  with respect to such  offering  and all other  offering
materials   and  related   documents,   and   participation   in  meetings  with
Underwriters, attorneys, accountants and potential investors.

          3.1.8 Records.  The Company shall make available for inspection by the
holders of Registrable Securities included in such Registration  Statement,  any
Underwriter  participating  in any  disposition  pursuant  to such  registration
statement and any attorney,  accountant  or other  professional  retained by any
holder of Registrable  Securities included in such Registration Statement or any
Underwriter,  all financial and other records, pertinent corporate documents and
properties  of the  Company,  as shall be  necessary  to enable them to exercise
their due diligence responsibility,  and cause the Company's officers, directors
and employees to supply all  information  requested by any of them in connection
with such Registration Statement.

          3.1.9 Opinions and Comfort Letters.  The Company shall furnish to each
holder of Registrable Securities included in any Registration Statement a signed
counterpart,  addressed  to such  holder,  of (i) any  opinion of counsel to the
Company  delivered  to any  Underwriter  and (ii) any  comfort  letter  from the
Company's  independent public accountants  delivered to any Underwriter.  In the
event no legal  opinion is  delivered  to any  Underwriter,  the  Company  shall

                                       9
<PAGE>

furnish to each holder of Registrable  Securities  included in such Registration
Statement,  at any time that such holder elects to use a prospectus,  an opinion
of  counsel  to the  Company  to the  effect  that  the  Registration  Statement
containing such prospectus has been declared effective and that no stop order is
in effect.

          3.1.10  Earnings   Statement.   The  Company  shall  comply  with  all
applicable  rules and  regulations of the Commission and the Securities Act, and
make  available  to its  shareholders,  as  soon  as  practicable,  an  earnings
statement  covering a period of twelve (12) months,  beginning  within three (3)
months after the effective date of the  registration  statement,  which earnings
statement  shall satisfy the  provisions of Section 11(a) of the  Securities Act
and Rule 158 thereunder.

          3.1.11  Listing.  The Company  shall use its best efforts to cause all
Registrable  Securities  included  in any  registration  to be  listed  on  such
exchanges  or  otherwise  designated  for  trading in the same manner as similar
securities  issued by the Company are then listed or  designated  or, if no such
similar  securities are then listed or designated,  in a manner  satisfactory to
the  holders  of a  majority  of the  Registrable  Securities  included  in such
registration.

     3.2 Obligation to Suspend Distribution. Upon receipt of any notice from the
Company  of the  happening  of  any  event  of the  kind  described  in  Section
3.1.4(iv),  or, in the case of a resale  registration  on Form S-3  pursuant  to
Section 2.3 hereof,  upon any  suspension by the Company,  pursuant to a written
insider trading  compliance program adopted by the Company's Board of Directors,
of the  ability of all  "insiders"  covered by such  program to  transact in the
Company's   securities   because  of  the   existence  of  material   non-public
information,  each holder of Registrable Securities included in any registration
shall  immediately   discontinue  disposition  of  such  Registrable  Securities
pursuant to the  Registration  Statement  covering such  Registrable  Securities
until such holder receives the supplemented or amended  prospectus  contemplated
by Section 3.1.4(iv) or the restriction on the ability of "insiders" to transact
in the Company's  securities is removed,  as applicable,  and, if so directed by
the Company, each such holder will deliver to the Company all copies, other than
permanent  file  copies  then in such  holder's  possession,  of the most recent
prospectus  covering such Registrable  Securities at the time of receipt of such
notice.

     3.3  Registration  Expenses.  The Company shall bear all costs and expenses
incurred in connection with any Demand Registration pursuant to Section 2.1, any
Piggy-Back  Registration  pursuant to Section 2.2, and any  registration on Form
S-3 effected pursuant to Section 2.3, and all expenses incurred in performing or
complying with its other  obligations  under this Agreement,  whether or not the
Registration Statement becomes effective, including, without limitation: (i) all
registration  and  filing  fees;  (ii)  fees and  expenses  of  compliance  with
securities or "blue sky" laws  (including fees and  disbursements  of counsel in
connection with blue sky  qualifications of the Registrable  Securities);  (iii)
printing  expenses;  (iv) the Company's  internal expenses  (including,  without
limitation,  all salaries and expenses of its officers and  employees);  (v) the
fees and expenses  incurred in  connection  with the listing of the  Registrable
Securities  as  required  by  Section  3.1.11;  (vi)  National   Association  of
Securities  Dealers,  Inc. fees; (vii) fees and disbursements of counsel for the
Company and fees and  expenses  for  independent  certified  public  accountants
retained by the Company  (including  the expenses or costs  associated  with the
delivery  of any  opinions  or comfort  letters  requested  pursuant  to Section

                                       10
<PAGE>

3.1.9);  (viii) the fees and  expenses  of any special  experts  retained by the
Company in connection with such  registration  and (ix) the fees and expenses of
one legal  counsel  selected  by the  holders of a  majority-in-interest  of the
Registrable Securities included in such registration.  The Company shall have no
obligation to pay any underwriting discounts or selling commissions attributable
to  the  Registrable  Securities  being  sold  by  the  holders  thereof,  which
underwriting  discounts or selling  commissions  shall be borne by such holders.
Additionally,  in an underwritten  offering,  all selling  shareholders  and the
Company shall bear the expenses of the underwriter pro rata in proportion to the
respective amount of shares each is selling in such offering.

     3.4 Information.  The holders of Registrable  Securities shall provide such
information  as may  reasonably  be requested  by the  Company,  or the managing
Underwriter,  if any, in connection  with the  preparation  of any  Registration
Statement,  including amendments and supplements thereto, in order to effect the
registration of any Registrable  Securities under the Securities Act pursuant to
Section 2 and in connection with the Company's obligation to comply with federal
and applicable state securities laws.

4. INDEMNIFICATION AND CONTRIBUTION.

     4.1  Indemnification  by the Company.  The Company  agrees to indemnify and
hold harmless each Investor and each other holder of Registrable Securities, and
each of their respective officers, employees,  affiliates,  directors, partners,
members, attorneys and agents, and each person, if any, who controls an Investor
and each other holder of Registrable  Securities  (within the meaning of Section
15 of the Securities Act or Section 20 of the Exchange Act) (each,  an "Investor
Indemnified Party"), from and against any expenses,  losses, judgments,  claims,
damages or liabilities,  whether joint or several,  arising out of or based upon
any  untrue  statement  (or  allegedly  untrue  statement)  of a  material  fact
contained in any Registration Statement under which the sale of such Registrable
Securities was registered under the Securities Act, any preliminary  prospectus,
final prospectus or summary prospectus contained in the Registration  Statement,
or any amendment or supplement to such Registration Statement, or arising out of
or based upon any  omission  (or  alleged  omission)  to state a  material  fact
required to be stated  therein or necessary to make the  statements  therein not
misleading, or any violation by the Company of the Securities Act or any rule or
regulation  promulgated  thereunder  applicable  to the Company and  relating to
action  or  inaction  required  of the  Company  in  connection  with  any  such
registration;  and the Company shall promptly reimburse the Investor Indemnified
Party for any legal and any other expenses  reasonably incurred by such Investor
Indemnified  Party in  connection  with  investigating  and  defending  any such
expense, loss, judgment, claim, damage, liability or action; provided,  however,
that the Company will not be liable in any such case to the extent that any such
expense,  loss,  claim,  damage or liability  arises out of or is based upon any
untrue  statement or allegedly  untrue statement or omission or alleged omission
made in such Registration Statement,  preliminary prospectus,  final prospectus,

                                       11
<PAGE>

or summary prospectus, or any such amendment or supplement, in reliance upon and
in conformity with  information  furnished to the Company,  in writing,  by such
selling holder  expressly for use therein.  The Company also shall indemnify any
Underwriter  of  the  Registrable   Securities,   their  officers,   affiliates,
directors,  partners,  members  and agents and each  person  who  controls  such
Underwriter  on  substantially  the same  basis  as that of the  indemnification
provided above in this Section 4.1.

     4.2  Indemnification  by Holders of  Registrable  Securities.  Each selling
holder of Registrable  Securities  will, in the event that any  registration  is
being  effected  under the  Securities  Act  pursuant to this  Agreement  of any
Registrable Securities held by such selling holder,  indemnify and hold harmless
the Company,  each of its directors and officers and each  underwriter (if any),
and each  other  person,  if any,  who  controls  such  selling  holder  or such
underwriter  within the  meaning of the  Securities  Act,  against  any  losses,
claims, judgments, damages or liabilities,  whether joint or several, insofar as
such losses,  claims,  judgments,  damages or liabilities (or actions in respect
thereof) arise out of or are based upon any untrue statement or allegedly untrue
statement of a material fact contained in any Registration Statement under which
the sale of such Registrable Securities was registered under the Securities Act,
any preliminary prospectus,  final prospectus or summary prospectus contained in
the Registration  Statement,  or any amendment or supplement to the Registration
Statement,  or arise  out of or are  based  upon  any  omission  or the  alleged
omission to state a material fact required to be stated  therein or necessary to
make the statement therein not misleading, if the statement or omission was made
in reliance upon and in conformity with information  furnished in writing to the
Company by such selling holder  expressly for use therein,  and shall  reimburse
the Company,  its directors and officers,  and each such controlling  person for
any legal or other  expenses  reasonably  incurred by any of them in  connection
with  investigation  or defending  any such loss,  claim,  damage,  liability or
action.  Each selling holder's  indemnification  obligations  hereunder shall be
several  and not joint and shall be limited  to the  amount of any net  proceeds
actually received by such selling holder.

     4.3 Conduct of Indemnification  Proceedings.  Promptly after receipt by any
person of any notice of any loss,  claim,  damage or  liability or any action in
respect of which  indemnity  may be sought  pursuant to Section 4.1 or 4.2, such
person (the  "Indemnified  Party") shall, if a claim in respect thereof is to be
made against any other person for indemnification  hereunder,  notify such other
person  (the  "Indemnifying  Party") in writing  of the loss,  claim,  judgment,
damage,  liability  or  action;  provided,  however,  that  the  failure  by the
Indemnified  Party to  notify  the  Indemnifying  Party  shall not  relieve  the
Indemnifying  Party from any liability which the Indemnifying  Party may have to
such  Indemnified  Party  hereunder,   except  and  solely  to  the  extent  the
Indemnifying  Party is actually  prejudiced by such failure.  If the Indemnified
Party is seeking  indemnification  with  respect to any claim or action  brought
against the Indemnified  Party, then the Indemnifying Party shall be entitled to
participate in such claim or action, and, to the extent that it wishes,  jointly

                                       12
<PAGE>

with all other  Indemnifying  Parties,  to assume control of the defense thereof
with  counsel  satisfactory  to the  Indemnified  Party.  After  notice from the
Indemnifying Party to the Indemnified Party of its election to assume control of
the defense of such claim or action,  the Indemnifying Party shall not be liable
to the Indemnified Party for any legal or other expenses  subsequently  incurred
by the  Indemnified  Party in  connection  with the defense  thereof  other than
reasonable  costs of  investigation;  provided,  however,  that in any action in
which  both the  Indemnified  Party  and the  Indemnifying  Party  are  named as
defendants,  the  Indemnified  Party  shall  have the right to  employ  separate
counsel  (but  no  more  than  one  such  separate  counsel)  to  represent  the
Indemnified  Party and its  controlling  persons who may be subject to liability
arising  out of any claim in  respect  of which  indemnity  may be sought by the
Indemnified Party against the Indemnifying  Party, with the fees and expenses of
such  counsel to be paid by such  Indemnifying  Party if, based upon the written
opinion of counsel of such Indemnified Party,  representation of both parties by
the same counsel  would be  inappropriate  due to actual or potential  differing
interests between them. No Indemnifying  Party shall,  without the prior written
consent of the  Indemnified  Party,  consent to entry of  judgment or effect any
settlement of any claim or pending or threatened  proceeding in respect of which
the  Indemnified  Party is or could have been a party and  indemnity  could have
been  sought  hereunder  by such  Indemnified  Party,  unless  such  judgment or
settlement includes an unconditional  release of such Indemnified Party from all
liability arising out of such claim or proceeding.

     4.4  Contribution.

          4.4.1 If the  indemnification  provided for in the foregoing  Sections
4.1, 4.2 and 4.3 is unavailable to any Indemnified Party in respect of any loss,
claim,  damage,   liability  or  action  referred  to  herein,  then  each  such
Indemnifying  Party,  in lieu of  indemnifying  such  Indemnified  Party,  shall
contribute to the amount paid or payable by such  Indemnified  Party as a result
of such  loss,  claim,  damage,  liability  or action in such  proportion  as is
appropriate  to reflect the relative  fault of the  Indemnified  Parties and the
Indemnifying  Parties in connection with the actions or omissions which resulted
in such loss, claim, damage,  liability or action, as well as any other relevant
equitable  considerations.  The relative fault of any Indemnified  Party and any
Indemnifying  Party shall be  determined  by reference  to, among other  things,
whether  the  untrue or  alleged  untrue  statement  of a  material  fact or the
omission or alleged  omission to state a material  fact  relates to  information
supplied by such Indemnified Party or such  Indemnifying  Party and the parties'
relative intent, knowledge,  access to information and opportunity to correct or
prevent such statement or omission.

          4.4.2 The parties hereto agree that it would not be just and equitable
if  contribution  pursuant  to this  Section  4.4  were  determined  by pro rata
allocation or by any other method of  allocation  which does not take account of
the equitable  considerations  referred to in the immediately  preceding Section
4.4.1.  The amount  paid or payable by an  Indemnified  Party as a result of any
loss,  claim,  damage,  liability  or  action  referred  to in  the  immediately
preceding  paragraph shall be deemed to include,  subject to the limitations set
forth above, any legal or other expenses  incurred by such Indemnified  Party in
connection   with   investigating   or  defending  any  such  action  or  claim.
Notwithstanding  the  provisions  of this Section 4.4, no holder of  Registrable
Securities  shall be required to  contribute  any amount in excess of the dollar
amount of the net proceeds (after payment of any underwriting  fees,  discounts,
commissions  or  taxes)  actually  received  by such  holder  from  the  sale of
Registrable Securities which gave rise to such contribution obligation. No

                                       13
<PAGE>

person  guilty of  fraudulent  misrepresentation  (within the meaning of Section
11(f) of the Securities Act) shall be entitled to  contribution  from any person
who was not guilty of such fraudulent misrepresentation.

5. UNDERWRITING AND DISTRIBUTION.

     5.1 Rule 144. The Company covenants that it shall file all reports required
to be filed by it under the  Securities  Act and the Exchange Act and shall take
such further  action as the holders of  Registrable  Securities  may  reasonably
request,  all to the extent required from time to time to enable such holders to
sell Registrable Securities without registration under the Securities Act within
the limitation of the exemptions  provided by Rule 144 under the Securities Act,
as  such  Rules  may be  amended  from  time to  time,  or any  similar  Rule or
regulation hereafter adopted by the Commission.

6. MISCELLANEOUS.

     6.1 Other Registration  Rights. The Company represents and warrants that no
person, other than a holder of the Registrable Securities,  Newbridge Securities
Corporation  or I-Bankers  Securities  Incorporated  or their  designees has any
right to require  the Company to register  any shares of the  Company's  capital
stock  for sale or to  include  shares  of the  Company's  capital  stock in any
registration  filed by the Company  for the sale of shares of capital  stock for
its own account or for the account of any other person.

     6.2  Assignment;  No Third  Party  Beneficiaries.  This  Agreement  and the
rights,  duties and obligations of the Company  hereunder may not be assigned or
delegated  by the Company in whole or in part.  This  Agreement  and the rights,
duties and obligations of the holders of Registrable Securities hereunder may be
freely  assigned  or  delegated  by such  holder of  Registrable  Securities  in
conjunction with and to the extent of any transfer of Registrable  Securities by
any such holder.  This Agreement and the provisions hereof shall be binding upon
and shall  inure to the  benefit  of each of the  parties  and their  respective
successors  and the permitted  assigns of the Investor or holder of  Registrable
Securities  or of  any  assignee  of  the  Investor  or  holder  of  Registrable
Securities.  This  Agreement is not intended to confer any rights or benefits on
any  persons  that are not party  hereto  other than as  expressly  set forth in
Article 4 and this Section 6.2.

     6.3 Notices. All notices, demands, requests,  consents,  approvals or other
communications  (collectively,  "Notices")  required  or  permitted  to be given
hereunder or which are given with respect to this Agreement  shall be in writing
and shall be personally served,  delivered by reputable air courier service with
charges prepaid, or transmitted by hand delivery,  telegram, telex or facsimile,
addressed as set forth below,  or to such other address as such party shall have
specified most recently by written  notice.  Notice shall be deemed given on the
date of service or transmission if personally served or transmitted by telegram,
telex or facsimile;  provided,  that if such service or transmission is not on a
business day or is after normal business hours, then such notice shall be deemed
given on the next business day.  Notice  otherwise sent as provided herein shall

                                       14
<PAGE>

be deemed  given on the next  business  day  following  timely  delivery of such
notice to a reputable air courier service with an order for next-day delivery.

                       To the Company:

                       Sand Hill IT Security Acquisition Corporation
                       3000 Sand Hill Road, Building 1, Suite 240
                       Menlo Park, California 94025
                       Attention:  Humphrey P. Polanen

                       with a copy to:

                       Jenkens &Gilchrist, a Professional Corporation
                       1445 Ross Avenue, Suite 3200
                       Dallas, Texas 75202
                       Attn: Ronald J. Frappier, Esq.;

                       To an Investor, to:

                       Mr. Humphrey P. Polanen
                       c/o Sand Hill IT Security Acquisition Corporation
                       3000 Sand Hill Road
                       Building 1, Suite 240
                       Menlo Park, California 94025

                       Sand Hill Security, LLC
                       c/o Sand Hill IT Security Acquisition Corporation
                       3000 Sand Hill Road
                       Building 1, Suite 240
                       Menlo Park, California 94025

                       Keith Walz
                       c/o Sand Hill IT Security Acquisition Corporation
                       3000 Sand Hill Road
                       Building 1, Suite 240
                       Menlo Park, California 94025

                       Scott Broomfield
                       c/o Sand Hill IT Security Acquisition Corporation
                       3000 Sand Hill Road
                       Building 1, Suite 240
                       Menlo Park, California 94025

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

                                       15
<PAGE>


                       Daniel Johnson
                       c/o Sand Hill IT Security Acquisition Corporation
                       3000 Sand Hill Road
                       Building 1, Suite 240
                       Menlo Park, California 94025

                       Alberto Micalizzi
                       Corso Italia 66 20136
                       Milan, Italy

                       with a copy to:

                       Jenkens & Gilchrist, a Professional corporation
                       1445 Ross Ave., Suite 3200
                       Dallas, Texas 75202
                       Attention: Ronald J. Frappier, Esq.

     6.4  Severability.  This  Agreement  shall  be  deemed  severable,  and the
invalidity or  unenforceability of any term or provision hereof shall not affect
the  validity  or  enforceability  of this  Agreement  or of any  other  term or
provision hereof. Furthermore, in lieu of any such invalid or unenforceable term
or provision,  the parties  hereto intend that there shall be added as a part of
this Agreement a provision as similar in terms to such invalid or  unenforceable
provision as may be possible and be valid and enforceable.

     6.5 Counterparts.  This Agreement may be executed in multiple counterparts,
each of which shall be deemed an original, and all of which taken together shall
constitute one and the same instrument.

     6.6 Entire Agreement. This Agreement (including all agreements entered into
pursuant hereto and all certificates and instruments  delivered  pursuant hereto
and thereto)  constitute the entire agreement of the parties with respect to the
subject  matter hereof and supersede all prior and  contemporaneous  agreements,
representations,   understandings,  negotiations  and  discussions  between  the
parties, whether oral or written.

     6.7 Modifications and Amendments. No amendment, modification or termination
of this Agreement  shall be binding upon any party unless executed in writing by
such party.

     6.8 Titles and Headings.  Titles and headings of sections of this Agreement
are for convenience  only and shall not affect the construction of any provision
of this Agreement.

     6.9  Waivers  and  Extensions.  Any party to this  Agreement  may waive any
right, breach or default which such party has the right to waive,  provided that
such waiver will not be  effective  against  the waiving  party  unless it is in
writing,  is signed by such party,  and  specifically  refers to this Agreement.

                                       16
<PAGE>

Waivers  may be made in  advance  or after the right  waived  has  arisen or the
breach or default waived has occurred. Any waiver may be conditional.  No waiver
of any breach of any agreement or provision  herein  contained shall be deemed a
waiver of any preceding or succeeding  breach thereof nor of any other agreement
or provision herein contained. No waiver or extension of time for performance of
any  obligations  or acts shall be deemed a waiver or  extension of the time for
performance of any other obligations or acts.

     6.10 Remedies Cumulative. In the event that the Company fails to observe or
perform  any  covenant or  agreement  to be  observed  or  performed  under this
Agreement,  the  Investor  or any other  holder of  Registrable  Securities  may
proceed to protect  and  enforce  its rights by suit in equity or action at law,
whether for specific  performance of any term contained in this Agreement or for
an  injunction  against the breach of any such term or in aid of the exercise of
any power  granted in this  Agreement or to enforce any other legal or equitable
right,  or to take any one or more of such actions,  without  being  required to
post a bond.  None of the  rights,  powers  or  remedies  conferred  under  this
Agreement  shall be mutually  exclusive,  and each such  right,  power or remedy
shall be cumulative and in addition to any other right, power or remedy, whether
conferred by this Agreement or now or hereafter  available at law, in equity, by
statute or otherwise.

     6.11 Governing Law. This Agreement shall be governed by, interpreted under,
and  construed in  accordance  with the  internal  laws of the State of New York
applicable to agreements made and to be performed  within the State of New York,
without giving effect to any choice-of-law  provisions thereof that would compel
the application of the substantive laws of any other jurisdiction.

     6.12  Waiver  of  Trial  by  Jury.   Each  party  hereby   irrevocably  and
unconditionally  waives  the  right  to a trial  by jury  in any  action,  suit,
counterclaim or other proceeding (whether based on contract,  tort or otherwise)
arising out of,  connected with or relating to this Agreement,  the transactions
contemplated  hereby,  or the  actions  of  the  Investor  in  the  negotiation,
administration, performance or enforcement hereof.


                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


                                       17
<PAGE>


     IN WITNESS  WHEREOF,  the  parties  have caused  this  Registration  Rights
Agreement to be executed and delivered by their duly authorized  representatives
as of the date first written above.

                                       SAND HILL IT SECURITY ACQUISITION
                                       CORP., a Delaware corporation



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

                                       INVESTORS:


                                           /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


                                       18