Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT
      Pursuant to Section 13 or 15(d) ofThe Securities Exchange Act of 1934

        Date of Report (Date of earliest event reported): March 30, 2005

             (Exact name of registrant as specified in its charter)

        Delaware                        0-50813                  20-0996152
(State or other jurisdiction    (Commission File Number)       (IRS Employer
    of incorporation)                                        Identification No.)

   3000 Sand Hill Road
   Building 1, Suite 240
   Menlo Park, California                                          94025
(Address of principal executive offices)                        (Zip Code)

Registrant's telephone number, including area code:  (650) 926-7022

          (Former name or former address, if changed since last report)

Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

|_|  Written  communications  pursuant to Rule 425 under the  Securities Act (17
     CFR 230.425)

|_|  Soliciting  material pursuant to Rule 14a-12 under the Exchange Act (17 CFR

|_|  Pre-commencement   communications  pursuant  to  Rule  14d-2(b)  under  the
     Exchange Act

|_|  (17 CFR 240.14d-2(b)) |_| Pre-commencement  communications pursuant to Rule
     13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Item 1.01. Entry Into a Material Definitive Agreement.

     Sand Hill IT Security Acquisition Corp. (the "Company") entered into an M&A
Advisory  Services  Agreement  with  Software  Equity  Group,  L.L.C.   ("SEG"),
effective  March  30,  2005  (the  "Advisory  Agreement").  Under  the terms and
conditions of the Advisory  Agreement,  SEG will assist the Company with respect
to:  (i)  serving  as  the  Company's  financial  and  business  advisor;   (ii)
researching and identifying  potential  acquisition or merger candidates;  (iii)
conducting initial discussions with potential  acquisition or merger candidates;
(iv)  assisting in evaluating  proposed  acquisition or merger  candidates;  (v)
assessing  for the Company  management's  internal use, the fair market value of
any  candidate  which the  Company is  prepared  to extend an offer to merger or
acquire;  (vi) assisting the Company in  negotiation of the financial  terms and
structure of any prospective business transaction (a "Transaction"); and (iv) if
requested by the Company,  providing an introduction to the Company of financing
sources known to SEG which may be willing to finance the Transaction.

     The Advisory  Agreement is effective  for a term of three (3) months unless
extended by mutual agreement by both parties. Under the Advisory Agreement,  the
Company  has agreed to pay:  (i) a  retainer  fee equal to  $25,000;  and (ii) a
success  fee  equal  to (A) 2  1/2%  of  the  first  $30  million  of the  total
consideration  paid by the  Company  in  connection  with the  Transaction  (the
"Consideration"),  (B) 2% of any Consideration greater than $30 million and less
than $50 million, and (C) 1 1/2% of any Consideration  greater than $50 million.
The success fee will be reduced if the Company  enters into a  Transaction  with
certain entities with which the Company has had previous contacts.



Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.

                                       SAND HILL IT SECURITY ACQUISITION CORP.

Date:  April 4, 2005                   By:   /s/ Humphrey P. Polanen  
                                       Name:     Humphrey P. Polanen
                                       Title:    Chief Executive Officer