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
