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                                EMPLOYMENT AGREEMENT


     THIS EMPLOYMENT AGREEMENT (the "Agreement") is made and entered into as of
June 1, 1997, by and between Citadel Technology Incorporated, formerly Citadel
Computer Systems, Inc., a Delaware Corporation ("Citadel") and Richard L.
Travis, Jr. (hereinafter referred to as "Employee").

                                      RECITALS

1.   Citadel desires to employ Employee as its Chief Financial Officer.

2.   Employee desires to be employed by Citadel in such capacity.

3.   The parties to this Agreement wish to reduce to writing their understanding
     and agreement as to the employment and compensation of Employee.

     NOW, THEREFORE, in consideration of the representations, warranties and
mutual promises hereinafter set forth, it is agreed as follows:

1.   EMPLOYMENT. Citadel hereby employs Employee and Employee hereby accepts
     employment as Chief Financial Officer of Citadel in the Dallas, Texas,
     office of Citadel (or in such other position and/or locations as may be
     mutually agreed upon) upon the terms and conditions set forth in this
     Agreement.  Employee represents and warrants to Citadel that Employee has
     terminated any and all employment agreements that he may have with any
     other entity or individual.

2.   TERM OF EMPLOYMENT.  Subject to the provisions for termination as provided
     in this Agreement, the term of this Agreement (the "Term") shall commence
     on June 1, 1997 and terminate on May 31, 2002.  After May 31, 2002, 
     the parties may extend this Agreement for additional periods of time and at
     such compensation as is mutually agreed upon by the parties from time to
     time upon the execution of a mutually agreed written extension agreement
     prior to the end of the Term or any extension thereof.  Such additional
     extensions shall be valid until written notice of termination is delivered
     by either party thirty (30) days in advance of the termination date of this
     Agreement.  If the parties to this Agreement fail to execute an extension
     agreement, unless otherwise terminated, this Agreement shall be
     automatically renewed for an additional twelve (12) month period from the
     expiration of the Term, or from the end of any period covered by any
     subsequently executed extension, under the same terms and conditions
     applicable at the end of the Term, or as may be amended in writing, and
     shall automatically renew in such manner each year thereafter.


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3.   DUTIES.  During the Term the Employee agrees to serve as Chief Financial
     Officer of Citadel, except as may be modified by the written agreement of
     the parties hereto. In his capacity as Chief Financial Officer, Employee
     will be responsible for the day to day financial and accounting operations
     of Citadel and will perform such duties and responsibilities for Citadel as
     may from time to time be assigned to him by the Chief Executive Officer of
     Citadel.

4.   OTHER EMPLOYMENT.  Employee shall devote his entire productive time,
     knowledge, skill, merits, energies and attention solely to the business of
     Citadel during the terms of this Agreement and any extension thereof. 
     Employee shall not engage in any other employment activities during such
     time.  This restriction shall not prevent Employee from engaging in other
     business or investment activities so long as such activities do not require
     the personal services of Employee. 

5.   COMPENSATION. As compensation for all services rendered by Employee under
     this Agreement, Citadel shall pay Employee as follows: 

     (a)  BASE SALARY.  Employee shall receive a base salary of $10,833.33 per
          month which shall be payable on the 1st and 16th of each month,
          beginning December 16, 1996.  The base salary shall be increased, as
          of July 1, 1997, December 1, 1997 and July 1, 1998, as follows, or as
          may be mutually agreed upon by the parties. After which, it shall be
          reviewed by the Company on an annual basis, commencing July 1, 1999,
          or on such other dates as may be mutually agreed to by  the parties.

               July 1, 1997                  $10,000 per annum
               December 1, 1997              $10,000 per annum
               July 1, 1998                  $10,000 per annum and annually
                                             thereafter

          At the option of the Employee, the Employee may elect to take the
          entire increase or a portion thereof, as of dates indicated above, in
          common stock of the Company.  If so elected, the conversion price
          shall be the closing bid price of the Company's stock on the date
          written notice of such election is received by Company. The Company
          will issue such shares within thirty (30) days of such notice and such
          share shall be free-trading shares and free of any restrictions.  
                                          
     (b)  BONUS.  Employee may receive other bonuses or other extraordinary
          compensation as determined in the discretion of the Board of Directors
          of Citadel. Such bonuses shall be paid at such times and in such
          amounts as the 


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          Board of Directors may determine.  It is agreed by both parties that
          a bonus of $10,000 will be paid on August 1, 1997.

     (c)  WITHHOLDING FOR TAXES. All payments under this Agreement shall be
          subject to federal withholding and other applicable taxes.

     (d)  OPTIONS.  Employee shall receive options to purchase 125,000 shares of
          the Company's common stock on each four anniversaries of the date of
          this Agreement at an exercise price of $.35 per share, which options
          shall vest immediately in the event of termination of employee for any
          reason, change in employee's position for which employee does not 
          agree to, or in the event of any change in control.

6.   AUTOMOBILE ALLOWANCE.  Citadel shall pay Employee an automobile allowance
     of $950.00 per month, payable on the last business day of each month.
     Employee shall, at his own cost and expense, procure an automobile for use
     in Citadel's business. Employee shall further procure and maintain in force
     an automobile liability policy covering such automobile with Citadel as the
     named insured in the minimum amount of $1,000,000 for bodily injury or
     death in one accident, $1,000,000 for bodily injury or death to one person
     in one accident and $100,000 for property damage in one accident. Employee,
     if requested, shall deliver to Citadel a true copy of such automobile
     liability insurance policy. Employee shall further, at his own cost and
     expenses, maintain such automobile in proper operating condition. In lieu
     of such allowance, Citadel may provide an automobile satisfactory to
     Employee and pay insurance and maintenance costs thereof; provided however,
     that if Employee has acquired an automobile for use in Citadel's business,
     Citadel may not substitute the provision of an automobile except upon
     twelve months notice.

7.   EMPLOYEE BENEFITS.

     (a)  Citadel shall use its best efforts to purchase and pay what the Board
          of Directors considers to be, in its sole discretion, a reasonable
          premium on a life insurance policy covering Employee in the amount of
          at least $1,000,000. Employee shall have the sole right to designate
          one or more beneficiaries under such policy. The current one-year term
          cost of such policy shall be included in Employee's income to the
          extent required by law.

     (b)  Citadel shall continue the salary of Employee for a period of 180
          days, if Employee is not able to perform his duties as a result of
          personal injury, disability or illness.  Citadel shall maintain a
          disability income policy which shall commence payment of benefits to
          Employee beginning not later than the 181st day of his disability, at
          a rate equal to at least 60% of his compensation for the twelve month
          period immediately preceding the illness, injury or other event
          causing disability (including deferred or postponed payments). The
          cost of such insurance shall be included in the income of Employee.


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     (c)  Citadel shall include Employee and his dependents under Citadel's
          current or amended major medical and dental benefit plan at no cost to
          Employee.

     (d)  Employee shall be entitled to participate in any employee benefit
          plans or agreements maintained or adopted in the future by Citadel
          relating to retirement, health, disability, dental, group term life
          insurance, paid holidays, and other related benefits offered to
          employees generally by Citadel.

8.   VACATION.  Employee shall be entitled each year to three weeks vacation for
     each calendar year, during which time his compensation shall be paid in
     full.  Such vacation shall be earned on a pro-rata basis at 1.25 days per
     month.  If Employee is for any reason unable to take such vacation, the
     compensation which would have been paid to him during such vacation shall
     be either paid to Employee upon his request or carried forward from year to
     year and paid to Employee upon termination of his employment in addition to
     any other severance pay to which he shall be entitled.  After 3 years of
     employment, employee shall be entitled to four (4) weeks vacation. 

     If employee elects to be paid for his earned vacation hereunder, he may
     elect to have such amounts paid to him in cash, or if mutually agreed upon
     by both parties, in unrestricted free-trading common stock of the Company. 
     The conversion price to be based on the closing bid price of the Company's
     common stock, as of the date of request. 

9.   WORKING FACILITIES.  Employee shall be furnished with a private office at
     Citadel's principal executive office in Dallas, Texas (at which he shall be
     stationed). Employee shall also be provided stenographic help and such
     other facilities and services, suitable to his position and adequate for
     the performance of his duties.

10.  BUSINESS EXPENSES.  Citadel shall pay all costs and expenses incurred by
     Employee for all reasonable travel and other expenses incurred by Employee
     in performing his obligations under this Agreement. Such reimbursement will
     be made on or before the end of the first Pay Period following the date the
     expenses are submitted by Employee to Citadel.

11.  TERMINATION OF EMPLOYMENT.  This Agreement shall not be terminated prior to
     the expiration of its term or any extension thereof, except upon the mutual
     consent of the parties hereto, or in the event of the death or permanent
     total disability of Employee, or for good cause, upon the good faith
     determination by the Board of Directors or Executive Committee of Citadel
     that good cause exists for the termination of the employment relationship. 
     As used herein, the term "good cause" shall include, but 


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     is not limited to, the following events which are only used herein for 
     illustrative purposes:

          (i)   any intentional misapplication by Employee of Citadel's funds, 
                or any other intentional act of dishonesty injurious to Citadel
                committed by Employee; or

          (ii)  Employee's conviction of a crime involving moral turpitude, or
                Employee's breach, nonperformance or nonobservance in any
                material respect of a material term of this Agreement, including
                his duties and obligations as an Employee, if such breach,
                nonperformance or nonobservance shall continue beyond a period 
                of ten (10) business days immediately after notice thereof by
                Citadel to Employee; or

          (iii) any other intentional action by Employee involving willful and
                deliberate malfeasance or gross negligence in the performance 
                of Employee's duties.

     For the purposes of the Agreement, disability shall mean such physical,
     mental or emotional disability of Employee as defined in the disability
     insurance policy purchased by Citadel in accordance with Section 7(b) of
     this Agreement, which renders Employee unable to perform his duties for a
     period of six (6) consecutive months.  For the purposes of this Agreement,
     no act or failure to act on the part of the Employee shall deemed to be
     "intentional" unless the act or omission by the Employee is not in good
     faith or without the reasonable belief that the act or omission was in the
     best interest of the Company.  Any other termination of the Agreement shall
     be in breach hereof and shall not prejudice any other remedy to which the
     non-terminating party may be entitled to, either in law, in equity or under
     this Agreement. 

     In the event the Agreement is terminated by the Company without good cause
     or there exist a change in the Employees position as Chief Financial
     Officer or compensation, which has not been mutually agreed upon by the
     parties, and the Employee elects to terminate his employment due to such
     change, the Employee shall be entitled to receive a severance payment in
     the amount of the greater of (i) the remaining payments during the term of
     this Agreement or any extension thereof, discounted to present value using
     an interest rate of six percent (6%) or (ii) an amount determined by
     multiplying his base salary plus benefits for the most recently completed
     full month of employment by 24.  Such amount shall be paid in a lump sum
     within 30 days after the effective date of termination or, at the Company's


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     option, in three quarterly installments following the date of termination. 
     The Employee shall also be entitled to receive any unpaid salary, bonus and
     vacation pay accrued through the date of such termination and such amounts
     shall be paid in a lump sum within 30 days after the effective date of his
     termination.  In addition, the Company agrees to pay the cost of an 
     out-placement service, which shall be selected by the Employee, for a 
     period of twelve (12) months.
          
12.  WAIVER OF BREACH.  The waiver by Citadel of a breach of any provision of
     this Agreement by Employee shall not operate or be construed as a wavier of
     any subsequent breach by Employee. 
 
13.  LEGAL CONSTRUCTION AND SEVERABILITY.  If any one or more of the provisions
     contained in this Agreement shall for any reason be held invalid, illegal,
     unenforceable in any respect, under present or future law, such provision
     shall be fully severable and such invalid, illegal, or unenforceable
     provision shall not affect any other provision of this Agreement.  In such
     event this Agreement shall be construed and enforced as if such illegal,
     invalid, or unenforceable provision had never comprised a part of this
     Agreement and the remaining provisions of this Agreement shall continue in
     full force and effect and shall not be affected by the illegal, invalid, or
     unenforceable provision or its severance from this Agreement. Furthermore,
     in lieu of such illegal, invalid, or unenforceable provision, there shall
     be added automatically as a part of this Agreement, a provision as similar
     in terms to such illegal, invalid, or unenforceable provision as may be
     possible and be legal, valid, and enforceable.

14.  ASSIGNMENT.  This Agreement is a personal services contract and is not
     assignable by Employee. This Agreement is not assignable by Citadel except
     with the consent of Employee and then only to a partnership, corporation,
     or other entity which shall purchase substantially all of its assets or
     shall be its legal successor pursuant to any merger, consolidation, or
     other action permitted by law. Subject to the qualification in the
     preceding sentence, the rights and obligations of Citadel under this
     Agreement shall inure to the benefit of and shall be binding upon the
     successors and assigns of Citadel.

15.  GOVERNING LAW; VENUE.  This Agreement shall be construed under and in
     accordance with the laws of the State of Texas. In the event that any legal
     proceedings are instituted concerning the interpretation or enforcement of
     this Agreement, exclusive venue over such proceedings shall be vested in
     courts sitting in the State of Texas.

16.  ATTORNEYS' FEES AND COSTS.  If any action at law or in equity is necessary
     to enforce or interpret the terms of this Agreement, the prevailing party
     shall be entitled to reasonable attorneys' fees, costs and necessary
     disbursements in addition to any other relief to which he may be entitled.


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17.  NOTICES.  All notices shall be in writing and shall have been duly given if
     delivered by hand or mailed, certified or registered mail, return receipt
     requested to the following address or to such other address as either party
     may designate by like notice:

     IF TO EMPLOYEE:

     Richard L. Travis, Jr.
     Citadel Computer Systems Incorporated
     3811 Turtle Creek Blvd., Suite 600
     Dallas, Texas 75219-4421

     IF TO CITADEL:

     Steven B. Solomon
     Chief Executive Officer
     Citadel Computer Systems Incorporated
     3811 Turtle Creek Blvd., Suite 600
     Dallas, Texas 75219-4421

18.  ENTIRE AGREEMENT.  This Agreement constitutes the sole and only agreement
     of the parties hereto and supersedes any prior understanding or written or
     oral agreement between the parties respecting the within subject matter.
     This Agreement may not be changed orally, but only by an agreement in
     writing signed by both parties hereto.

Citadel has caused this Agreement to be executed by its authorized officer and
the Employee has signed this Agreement.

                              CITADEL TECHNOLOGY, INCORPORATED, formerly Citadel
                              Computer Systems, Inc.

                              /s/ Steven B. Solomon
                              -------------------------------------------------
                              Steven B. Solomon, President and Chief Executive
                              Officer


                              EMPLOYEE

                              /s/ Richard L. Travis, Jr.
                              -------------------------------------------------
                              Richard L. Travis, Jr.
                                          





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