<PAGE>




                 SERIES D PREFERRED STOCK PURCHASE AGREEMENT
                                       
                                   between
                                       
                           METAMOR WORLDWIDE, INC.
                                       
                                     and
                                       
                           CITADEL TECHNOLOGY, INC.
                                       
                                       
                                       
                                       
                                       
                                       
                                       
                                       
                                       
                                       
                                       
                                       
                                       
                                       
                                       
                                       
                                       
                                       
                                       
                                       
                              Dated May 15, 1998

<PAGE>
                                       
                                 TABLE OF CONTENTS

                                     ARTICLE I

AUTHORIZATION AND CLOSING

1.1   Authorization of the Preferred Stock . . . . . . . . . . . . . . . . .  1
1.2   Purchase and Sale of the Preferred Stock . . . . . . . . . . . . . . .  1
1.3   The Closing . . . . . . . . . . . . . . . . . . . . . . .. . . . . . .  1

                                     ARTICLE II

CONDITIONS OF METAMOR WORLDWIDE'S OBLIGATION
AT THE CLOSING 

2.1   Representations and Warranties . . . . . . . . . . . . . . . . . . . .  2
2.2   Certificate of Designations. . . . . . . . . . . . . . . . . . . . . .  2
2.3   Closing Documents. . . . . . . . . . . . . . . . . . . . . . . . . . .  2
2.4   Compliance with Applicable Laws. . . . . . . . . . . . . . . . . . . .  2
2.5   Waiver . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  3

                                    ARTICLE III

TRANSFER OF RESTRICTED SECURITIES

3.1   Transfer of Restricted Securities. . . . . . . . . . . . . . . . . . .  3

                                     ARTICLE IV
                                          
REPRESENTATIONS AND WARRANTIES OF THE COMPANY

4.1   Organization and Corporate Power . . . . . . . . . . . . . . . . . . .  4
4.2   Capital Stock and Related Matters. . . . . . . . . . . . . . . . . . .  4
4.3   Authorization; No Breach . . . . . . . . . . . . . . . . . . . . . . .  5
4.4   Governmental Consent, etc. . . . . . . . . . . . . . . . . . . . . . .  5
4.5   Closing Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  5

                                     ARTICLE V
                                          
DEFINITIONS

5.1   Definitions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  6
                                          
<PAGE>
                                          
                                     ARTICLE VI
                                          
MISCELLANEOUS 

6.1   Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  7
6.2   Remedies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  7
6.3   METAMOR WORLDWIDE's Investment Representations . . . . . . . . . . . .  7
6.4   Consent to Amendments. . . . . . . . . . . . . . . . . . . . . . . . .  8
6.5   Survival of Representation and Warranties. . . . . . . . . . . . . . .  8
6.6   Successors and Assigns . . . . . . . . . . . . . . . . . . . . . . . .  8
6.7   Generally Accepted Accounting Principles . . . . . . . . . . . . . . .  8
6.8   Severability . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  8
6.9   Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  9
6.10  Descriptive Headings; Interpretation . . . . . . . . . . . . . . . . .  9
6.11  Governing Law. . . . . . . . . . . . . . . . . . . . . . . . . . . . .  9
6.12  Notices. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  9
6.13  Arbitration. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10

LIST OF EXHIBITS

Exhibit A      Certificate of Designations, Preferences and Rights of Series D
               Convertible Redeemable Preferred Stock 

<PAGE>

                  SERIES D PREFERRED STOCK PURCHASE AGREEMENT
                                       
                           CITADEL TECHNOLOGY, INC.


     THIS AGREEMENT is made as of May 15, 1998, between CITADEL TECHNOLOGY, 
INC., a Delaware corporation (the "Company"), and METAMOR WORLDWIDE, INC., a 
Delaware corporation ("METAMOR WORLDWIDE"). Except as otherwise indicated 
herein, capitalized terms used herein are defined in SECTION 6 hereof. 

     The parties hereto agree as follows:
                                          
                                  ARTICLE I
                                          
                          AUTHORIZATION AND CLOSING

     1.1    AUTHORIZATION OF THE PREFERRED STOCK. The Company shall authorize 
the issuance and sale to METAMOR WORLDWIDE of two thousand (2,000) shares 
(the "Shares") of its Series D Convertible Redeemable Preferred Stock, par 
value $.01 per share (the "Preferred Stock").

     1.2    PURCHASE AND SALE OF THE PREFERRED STOCK. At the Closing (as 
defined in SECTION 1.3 below), the Company shall sell to METAMOR WORLDWIDE 
and, subject to the terms and conditions set forth in the Certificate of 
Designations, Preferences and Rights of Series D Convertible Redeemable 
Preferred Stock (the "Certificate of Designations") attached hereto as 
Exhibit A and the terms and conditions set forth herein, METAMOR WORLDWIDE 
shall purchase from the Company, 2,000 shares of Preferred Stock at a price 
of $1,000.00 per share; provided, however, that the terms and conditions on 
which the shares of Preferred Stock sold to METAMOR WORLDWIDE pursuant to 
this Agreement shall be at least as favorable as the most favorable terms and 
conditions made available with respect to the shares of Preferred Stock sold 
to investors in the private placement conducted by Hoak Breedlove Wesneski & 
Co., and the Company shall reissue the Preferred Stock to METAMOR WORLDWIDE 
on such more favorable terms in the event more favorable terms are made 
available to such other investors.

     1.3    THE CLOSING.  The closing of the purchase and sale of the 
Preferred Stock to be purchased pursuant to SECTION 1.2 (the "Closing") shall 
take place at the offices of METAMOR WORLDWIDE, Inc., 4400 Post Oak 
Boulevard, Suite 1100, Houston, Texas 77027 at 10:00 a.m. on May 15, 1998 or 
at such other place or on such other date as may be mutually agreeable to the 
Company and METAMOR WORLDWIDE.  At the Closing, the Company shall deliver to 
METAMOR WORLDWIDE stock certificates evidencing the Preferred Stock to be 
purchased by METAMOR WORLDWIDE, registered in METAMOR WORLDWIDE's name, upon 

                                       1
<PAGE>

payment of the purchase price thereof by a cashier's or certified check, or 
by wire transfer of immediately available funds to such account as designated 
by the Company in the amount of two million dollars ($2,000,000.00).

                                  ARTICLE II
                                          
                      CONDITIONS OF METAMOR WORLDWIDE'S
                          OBLIGATION AT THE CLOSING

     The obligation of METAMOR WORLDWIDE to purchase and pay for the 
Preferred Stock at the Closing is subject to the satisfaction as of the 
Closing of the following conditions:

     2.1    REPRESENTATIONS AND WARRANTIES.  The representations and 
warranties contained in SECTION 4 hereof shall be true and correct at and as 
of the Closing as though then made, except to the extent of changes caused by 
the transactions expressly contemplated herein.

     2.2    CERTIFICATE OF DESIGNATIONS. The Certificate of Designations 
shall be in the form set forth as EXHIBIT A hereto, shall be in full force 
and effect under the laws of Delaware as of the Closing and shall not have 
been amended or modified.

     2.3    CLOSING DOCUMENTS. The Company shall have delivered to METAMOR 
WORLDWIDE all of the following documents;

            (i)     an Officer's Certificate, dated the date of the Closing,
     stating that the conditions specified in SECTION 1 and SECTIONS 2.1 and 2.2
     have been fully satisfied;

            (ii)    certified copies of the resolutions duly adopted by the
     Board of Directors of the Company or a committee thereof authorizing the
     execution, delivery and performance of this Agreement and each of the other
     agreements contemplated hereby (collectively, the "DOCUMENTS"), the filing
     of the Certificate of Designations referred to in SECTION 2.2, the issuance
     and sale of the Preferred Stock and the consummation of all other
     transactions contemplated by this Agreement; 

            (iii)   such other documents relating to the transactions
     contemplated by this Agreement as METAMOR WORLDWIDE or its counsel may
     reasonably request.

     2.4    COMPLIANCE WITH APPLICABLE LAWS.  The purchase of Preferred Stock 
by METAMOR WORLDWIDE hereunder shall not be prohibited by any applicable law 
or governmental regulation, shall not subject METAMOR WORLDWIDE 

                                       2
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to any penalty, liability or, in METAMOR WORLDWIDE's sole judgment, other 
onerous conditions under or pursuant to any applicable law or governmental 
regulation, and shall be permitted by laws and regulations of the 
jurisdictions to which METAMOR WORLDWIDE is subject.

     2.5    WAIVER. Any condition specified in this SECTION 2 may be waived 
only if such waiver is set forth in a writing executed by METAMOR WORLDWIDE.

                                 ARTICLE III
                                          
                      TRANSFER OF RESTRICTED SECURITIES

3.1  TRANSFER OF RESTRICTED SECURITIES.

     (a)    Restricted Securities are transferable only pursuant to (i) 
public offerings registered under the Securities Act, (ii) Rule 144 or Rule 
144A of the Securities and Exchange Commission (or any similar rule or rules 
then in force) if such rule or rules are available and (iii) subject to the 
conditions specified in PARAGRAPH (b) below, any other legally available 
means of transfer.

     (b)    In connection with the transfer of any Restricted Securities 
(other than a transfer described in subparagraph 3(i)(a) or (b) above), the 
holder thereof shall deliver written notice to the Company describing in 
reasonable detail the transfer or proposed transfer, together with an opinion 
of Hogan & Hartson, LLP or other counsel which (to the Company's reasonable 
satisfaction) is knowledgeable in securities law matters to the effect that 
such transfer of Restricted Securities may be effected without registration 
of such Restricted Securities under the Securities Act. In addition, if the 
holder of the Restricted Securities delivers to the Company an opinion of 
Hogan & Hartson, LLP or such other counsel that no subsequent transfer of 
such Restricted Securities shall require registration under the Securities 
Act, the Company shall promptly upon such contemplated transfer deliver new 
certificates for such Restricted Securities which do not bear the Securities 
Act legend set forth in SECTION 6.3. If the Company is not required to 
deliver new certificates for such Restricted Securities not bearing such 
legend, the holder thereof shall not transfer the same until the prospective 
transferee has confirmed to the Company in writing its agreement to be bound 
by the conditions contained in this paragraph and SECTION 6.3.

     (c)    Upon the request of METAMOR WORLDWIDE, the Company shall promptly 
supply to METAMOR WORLDWIDE or its prospective transferees all information 
regarding the Company required to be delivered in connection with a transfer 
pursuant to Rule 144A of the Securities and Exchange Commission.

                                       3
<PAGE>

                                  ARTICLE IV
                                          
                REPRESENTATIONS AND WARRANTIES OF THE COMPANY

     As a material inducement to METAMOR WORLDWIDE to enter into this 
Agreement and purchase the Preferred Stock, the Company hereby represents and 
warrants to METAMOR WORLDWIDE that:

     4.1    ORGANIZATION AND CORPORATE POWER. The Company is a corporation 
duly organized, validly existing and in good standing under the laws of 
Delaware and is qualified to do business in every jurisdiction in which the 
failure to so qualify might reasonably be expected to have a material adverse 
effect on the financial condition, operating results, assets, operations or 
business prospects of the Company and its Subsidiaries taken as a whole. The 
Company has all requisite corporate power and authority and all material 
licenses, permits and authorizations necessary to own and operate its 
properties, to carry on its businesses as now conducted and presently 
proposed to be conducted and to carry out the transactions contemplated by 
this Agreement. The copies of the Company's Certificate of Incorporation and 
bylaws which have been furnished to METAMOR WORLDWIDE's counsel reflect all 
amendments made thereto at any time prior to the date of this Agreement and 
are correct and complete.

     4.2    CAPITAL STOCK AND RELATED MATTERS.

     (a)    As of the Closing and immediately thereafter, the authorized 
capital stock of the Company shall consist of (1) 60,000,000 shares of Common 
Stock, of which (i) 21,774,388 shares are issued and outstanding as of May 6, 
1998, (ii) 2,000,000 of which are reserved for issuance to METAMOR WORLDWIDE 
pursuant to the Option Agreement previously issued to METAMOR WORLDWIDE, and 
(iii) 15,800,000 shares of which are reserved for issuance pursuant to 
outstanding warrants, options or convertible securities (the "Outstanding 
Options"); and (2) 1,000,000 shares of Preferred Stock, of which 50 shares of 
Series A Preferred Stock, 425 shares of Series C Preferred Stock and 5,000 
shares of Series E Preferred Stock are outstanding.  As of the Closing, the 
Company shall not have outstanding any stock or securities convertible or 
exchangeable for any shares of its capital stock or containing any profit 
participation features, nor shall it have outstanding any rights or options 
to subscribe for or to purchase its capital stock or any stock or securities 
convertible into or exchangeable for its capital stock or any stock 
appreciation rights or phantom stock plans other as disclosed in the 
Company's filings with the Securities and Exchange Commission and pursuant to 
and as contemplated by this Agreement, the Option Agreement and the 
Outstanding Options.  As of the Closing, the Company shall not be subject to 
any obligation (contingent or otherwise) to repurchase or otherwise acquire 
or retire any shares of its capital stock or any warrants, options or other 
rights to acquire its capital stock, except pursuant to this Agreement, the 
Option Agreement, the Outstanding Options, and the Series E Preferred Stock 
to be redeemed from the proceeds of this offering. As of the Closing, all of 
the 

                                       4
<PAGE>

outstanding shares of the Company's capital stock shall be validly issued, 
fully paid and nonassessable.

     (b)    There are no statutory or, to the best of the Company's 
knowledge, contractual stockholders preemptive rights or rights of refusal 
with respect to the issuance of the Preferred Stock hereunder, except as 
expressly provided herein.  Based in part on the investment representations 
of METAMOR WORLDWIDE in SECTION 6.3 hereof, the Company has not violated any 
applicable federal or state securities laws in connection with the offer, 
sale or issuance of any of its capital stock, and the offer, sale and 
issuance of the Preferred Stock hereunder do not and will not require 
registration under the Securities Act or any applicable state securities 
laws. To the best of the Company's knowledge, there are no agreements between 
the Company's stockholders with respect to the voting or transfer of the 
Company's capital stock or with respect to any other aspect of the Company's 
affairs, except for this Agreement and the prior Purchase Agreement with 
METAMOR WORLDWIDE.

     4.3    AUTHORIZATION; NO BREACH. The execution, delivery and performance 
of this Agreement, the Documents and all other agreements contemplated hereby 
to which the Company is a party and the filing of the Certificate of 
Designations have been duly authorized by the Company. This Agreement, the 
Documents, the Certificate of Designations and all other agreements 
contemplated hereby each constitutes a valid and binding obligation of the 
Company, enforceable in accordance with its terms. The execution and delivery 
by the Company of this Agreement, the Documents and all other agreements 
contemplated hereby to which the Company is a party, the offering, sale and 
issuance of the Preferred Stock hereunder, the Certificate of Designations 
and the fulfillment of and compliance with the respective terms hereof and 
thereof by the Company do not and will not (i) conflict with or result in a 
breach of the terms, conditions or provisions of, (ii) constitute a default 
under, (iii) result in the creation of any lien, security interest, charge or 
encumbrance upon the Company's capital stock or assets pursuant to. (iv) give 
any third party the right to modify, terminate or accelerate any obligation 
under, (v) result in a violation of, or (vi) require any authorization, 
consent, approval, exemption or other action by or notice to any court or 
administrative or governmental body pursuant to, the Certificate of 
Incorporation or bylaws of the Company, or any law, statute, rule or 
regulation to which the Company is subject, or any agreement, instrument, 
order, judgment or decree to which the Company is a party or by which it is 
bound.

     4.4    GOVERNMENTAL CONSENT, ETC.  No permit, consent, approval or 
authorization of, or declaration to or filing with, any governmental 
authority is required in connection with the execution, delivery and 
performance by the Company of this Agreement or the other agreements 
contemplated hereby, or the consummation by the Company of any other 
transactions contemplated hereby or thereby.

     4.5    CLOSING DATE.  The representations and warranties of the Company 
contained in this SECTION 4 and elsewhere in this Agreement and all 
information 

                                       5
<PAGE>

contained in any exhibit, schedule or attachment hereto or in any writing 
delivered by, or on behalf of, the Company to METAMOR WORLDWIDE shall be true 
and correct in all material respects on the date of the Closing as though 
then made, except as affected by the transactions expressly contemplated by 
this Agreement.

                                  ARTICLE V
                                          
                                 DEFINITIONS

     5.1    For the purposes of this Agreement, the following terms have the 
meanings set forth below:

     "COMMON STOCK" means the Company's common stock, par value $.01 per 
share.

     "OFFICER'S CERTIFICATE" means a certificate signed by the Company's 
president or its chief financial officer, stating that (i) the officer 
signing such certificate has made or has caused to be made such 
investigations as are necessary in order to permit him to verify the accuracy 
of the information set forth in such certificate and (ii) to the best of such 
officer's knowledge, such certificate does not misstate any material fact and 
does not omit to state any fact necessary to make the certificate not 
misleading.

     "PERSON" means an individual, a partnership, a limited liability 
company, a corporation, an association, a joint stock company, a trust, a 
joint venture, an unincorporated organization and a governmental entity or 
any department, agency or political subdivision thereof.

     "RESTRICTED SECURITIES" means (i) the Preferred Stock issued hereunder 
and (ii) any securities issued with respect to the securities referred to in 
clause (i) above by way of a stock dividend or stock split or in connection 
with a combination of shares, recapitalization, merger, consolidation or 
other reorganization. As to any particular Restricted Securities, such 
securities shall cease to be Restricted Securities when they have (A) been 
effectively registered under the Securities Act and disposed of in accordance 
with the registration statement covering them, (B) become eligible for sale 
pursuant to Rule 144(k) (or any similar provision then in force) under the 
Securities Act or (C) been otherwise transferred and new certificates for 
them not bearing the Securities Act legend set forth in SECTION 6.3 have been 
delivered by the Company in accordance with SECTION 3.1(b). Whenever any 
particular securities cease to be Restricted Securities, the holder thereof 
shall be entitled to receive from the Company, without expense, new 
securities of like tenor not bearing a Securities Act legend of the character 
set forth in SECTION 6.3.

     "SECURITIES ACT" means the Securities Act of 1933, as amended, or any 
similar federal law then in force.

                                       6
<PAGE>

     "SECURITIES EXCHANGE ACT" means the Securities Exchange Act of 1934. as 
amended, or any similar federal law then in force.

     "SECURITIES AND EXCHANGE COMMISSION" includes any governmental body or 
agency succeeding to the functions thereof.

     "SUBSIDIARY" means any corporation of which the securities having a 
majority of the ordinary voting power in electing the board of directors are, 
at the time as of which any determination is being made, owned by the Company 
either directly or through one or more Subsidiaries.
     
                                  ARTICLE VI
                                       
                                MISCELLANEOUS

     6.1    EXPENSES. Each party agrees to bear its own expenses associated 
with the transactions contemplated hereby.

     6.2    REMEDIES.  Each holder of Investor Stock shall have all rights 
and remedies set forth in this Agreement and the Certificate of Designations 
and all rights and remedies which such holders have been granted at any time 
under any other agreement or contract and all of the rights which such 
holders have under any law. Any Person having any rights under any provision 
of this Agreement shall be entitled to enforce such rights specifically 
(without posting a bond or other security), to recover damages by reason of 
any breach of any provision of this Agreement and to exercise all other 
rights granted by law.

     6.3    METAMOR WORLDWIDE'S INVESTMENT REPRESENTATIONS.  METAMOR 
WORLDWIDE hereby represents that it is acquiring the Restricted Securities 
purchased hereunder or acquired pursuant hereto for its own account with the 
present intention of holding such securities for purposes of investment, and 
that it has no intention of selling such securities in a public distribution 
in violation of the federal securities laws or any applicable state 
securities laws; provided that nothing contained herein shall prevent METAMOR 
WORLDWIDE and subsequent holders of Restricted Securities from transferring 
such securities in compliance with the provisions of ARTICLE III hereof.  
Each certificate for Restricted Securities shall be imprinted with a legend 
in substantially the following form:

            "The securities represented by this certificate were originally
     issued on May 15, 1998 and have not been registered under the Securities
     Act of 1933, as amended. The transfer of the securities represented by this
     certificate is subject to the conditions specified in the Purchase
     Agreement, dated as of May 15, 1998, between the issuer (the "Company") and
     a certain investor, and the Company reserves the right to refuse the
     transfer of such securities until such conditions have been fulfilled with
     respect to such transfer.  A copy of such conditions shall 

                                       7
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     be furnished by the Company to the holder hereof upon written request and 
     without charge."

     6.4    CONSENT TO AMENDMENTS. Except as otherwise expressly provided 
herein, the provisions of this Agreement may be amended and the Company may 
take any action herein prohibited, or omit to perform any act herein required 
to be performed by it, only if the Company has obtained the written consent 
of the holders of a majority of the Investor Stock. No other course of 
dealing between the Company and the holder of any Preferred Stock or any 
delay in exercising any fights hereunder or under the Certificate of 
Incorporation shall operate as a waiver of any rights of any such holders. 
For purposes of this Agreement, shares of Preferred Stock held by the Company 
or any Subsidiaries shall not be deemed to be outstanding.

     6.5    SURVIVAL OF REPRESENTATION AND WARRANTIES.  All representations 
and warranties contained herein or made in writing by any party in connection 
herewith shall survive the execution and delivery of this Agreement and the 
consummation of the transactions contemplated hereby, regardless of any 
investigation made by METAMOR WORLDWIDE or on its behalf.

     6.6    SUCCESSORS AND ASSIGNS. Except as otherwise expressly provided 
herein, all covenants and agreements contained in this Agreement by or on 
behalf of any of the parties hereto shall bind and inure to the benefit of 
the respective successors and assigns of the parties hereto whether so 
expressed or not. In addition, and whether or not any express assignment has 
been made, the provisions of this Agreement which are for METAMOR WORLDWIDE's 
benefit as a purchaser or holder of Preferred Stock are also for the benefit 
of, and enforceable by, any subsequent holder of such Preferred Stock. The 
rights and obligations of METAMOR WORLDWIDE under this Agreement and the 
agreements contemplated hereby may be assigned by METAMOR WORLDWIDE at any 
time, in whole or in part, to any Subsidiary of METAMOR WORLDWIDE, or any 
successor thereto.

     6.7    GENERALLY ACCEPTED ACCOUNTING PRINCIPLES.  Where any accounting 
determination or calculation is required to be made under this Agreement or 
the exhibits hereto, such determination or calculation (unless otherwise 
provided) shall be made in accordance with generally accepted accounting 
principles, consistently applied, except that if because of a change in 
generally accepted accounting principles the Company would have to alter a 
previously utilized accounting method or policy in order to remain in 
compliance with generally accepted accounting principles, such determination 
or calculation shall continue to be made in accordance with the Company's 
previous accounting methods and policies.

     6.8    SEVERABILITY. Whenever possible, each provision of this Agreement 
shall be interpreted in such manner as to be effective and valid under 
applicable law, but if any provision of this Agreement is held to be 
prohibited by or invalid under applicable 

                                       8
<PAGE>

law, such provision shall be ineffective only to the extent of such 
prohibition or invalidity, without invalidating the remainder of this 
Agreement.

     6.9    COUNTERPARTS. This Agreement may be executed simultaneously in 
two or more counterparts, any one of which need not contain the signatures of 
more than one party, but all such counterparts taken together shall 
constitute one and the same Agreement.

     6.10   DESCRIPTIVE HEADINGS; INTERPRETATION. The descriptive headings of 
this Agreement are inserted for convenience only and do not constitute a 
Section of this Agreement. The use of the word "including" in this Agreement 
shall be by way of example rather than by limitation.

     6.11   GOVERNING LAW. The corporate law of Delaware shall govern all 
issues concerning the relative rights of the Company and its stockholders.  
All other questions concerning the construction, validity and interpretation 
of this Agreement and the exhibits and schedules hereto shall he governed by 
and construed in accordance with the internal laws of the State of Texas, 
without giving effect to any choice of law or conflict of law provision or 
rule (whether of the State of Texas or any other jurisdiction) that would 
cause the application of the laws of any jurisdiction other than the State of 
Texas.

     6.12   NOTICES.  All notices, demands or other communications to be 
given or delivered under or by reason of the provisions of this Agreement 
shall be in writing and shall be deemed to have been given when delivered 
personally to the recipient, sent to the recipient by reputable express 
courier service (charges prepaid), 48 hours after being deposited to the 
recipient by United States mail, first class, postage prepaid, or sent by 
facsimile. Such notices, demands and other communications shall be sent to 
METAMOR WORLDWIDE and to the Company at the address indicated below:

IF TO THE COMPANY:

Citadel Technology, Inc.
3811 Turtle Creek Boulevard, Suite 600
Dallas, TX 75219
Attention: Steven B. Solomon
Tel No.:  (214) 520-9292
Fax No.:  (214) 520-0034


                                       9
<PAGE>

with a copy to:

David A. Wood
Wood, Exall & Bonnet, L.L.P.
12222 Merit Drive, Suite 880
Dallas, TX 75251
Tel No.:  (972) 991-8510
Fax No.:  (972) 991-9261

IF TO METAMOR WORLDWIDE:

METAMOR WORLDWIDE, Inc.
4400 Post Oak Parkway, Suite 2000
Houston, TX 77027
Attention: Kenneth R. Johnsen
Tel No.:  (713) 548-3485
Fax No.:  (713) 548-3430

with a copy to:

Peter T. Dameris, Esq.
METAMOR WORLDWIDE, Inc.
4400 Post Oak Parkway, Suite 1100
Houston, TX 77027
Tel No.:  (713) 548-3400
Fax No.:  (713) 627-1059

or to such other address or to the attention of such other person as the 
recipient party has specified by prior written notice to the sending party.

     6.13.  ARBITRATION. THE PARTIES AGREE TO SUBMIT TO ARBITRATION, IN 
ACCORDANCE WITH THESE PROVISIONS, ANY DISPUTED CLAIM OR CONTROVERSY ARISING 
FROM OR RELATED TO THE ALLEGED BREACH OF THIS AGREEMENT. THE PARTIES FURTHER 
AGREE THAT THE ARBITRATION PROCESS AGREED UPON HEREIN SHALL BE THE EXCLUSIVE 
MEANS FOR RESOLVING ALL DISPUTES MADE SUBJECT TO ARBITRATION HEREIN, BUT THAT 
NO ARBITRATOR SHALL HAVE AUTHORITY TO EXPAND THE SCOPE OF THESE ARBITRATION 
PROVISIONS.  ANY ARBITRATION HEREUNDER SHALL BE CONDUCTED UNDER THE 
PROCEDURES OF THE AMERICAN ARBITRATION ASSOCIATION (AAA). EITHER PARTY MAY 
INVOKE ARBITRATION PROCEDURES HEREIN BY WRITTEN NOTICE FOR ARBITRATION 
CONTAINING A STATEMENT OF THE MATTER TO BE ARBITRATED. THE PARTIES SHALL THEN 
HAVE FOURTEEN (14) DAYS IN WHICH THEY MAY IDENTIFY A MUTUALLY AGREEABLE, 
NEUTRAL ARBITRATOR. AFTER THE FOURTEEN (14) DAY PERIOD HAS EXPIRED, THE 

                                       10
<PAGE>

PARTIES SHALL PREPARE AND SUBMIT TO THE AAA A JOINT SUBMISSION, WITH EACH 
PARTY TO CONTRIBUTE HALF OF THE APPROPRIATE ADMINISTRATIVE FEE. IN THE EVENT 
THE PARTIES CANNOT AGREE UPON A NEUTRAL ARBITRATOR WITHIN FOURTEEN (14) DAYS 
AFTER WRITTEN NOTICE FOR ARBITRATION IS RECEIVED, THEIR JOINT SUBMISSION TO 
THE AAA SHALL REQUEST A PANEL OF THREE ARBITRATORS WHO ARE PRACTICING 
ATTORNEYS WITH PROFESSIONAL EXPERIENCE IN THE FIELD OF CORPORATE LAW, AND THE 
PARTIES SHALL ATTEMPT TO SELECT AN ARBITRATOR FROM THE PANEL ACCORDING TO AAA 
PROCEDURES. UNLESS OTHERWISE AGREED BY THE PARTIES, THE ARBITRATION HEARING 
SHALL TAKE PLACE IN HOUSTON, TEXAS, AT A PLACE DESIGNATED BY THE AAA.  ALL 
ARBITRATION PROCEDURES HEREUNDER SHALL BE CONFIDENTIAL.  EACH PARTY SHALL BE 
RESPONSIBLE FOR ITS COSTS INCURRED IN ANY ARBITRATION, AND THE ARBITRATOR 
SHALL NOT HAVE AUTHORITY TO INCLUDE ALL OR ANY PORTION OF SAID COSTS IN AN 
AWARD, REGARDLESS OF WHICH PARTY PREVAILS. THE ARBITRATOR MAY INCLUDE 
EQUITABLE RELIEF. ANY ARBITRATION AWARDED SHALL BE ACCOMPANIED BY A WRITTEN 
STATEMENT CONTAINING A SUMMARY OF THE ISSUES IN CONTROVERSY, A DESCRIPTION OF 
THE AWARD, AND AN EXPLANATION OF THE REASONS FOR THE AWARD.










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<PAGE>

IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the 
date first written above.

CITADEL TECHNOLOGY, INC.


By:  /s/ Steven B. Solomon
     -------------------------
     Steven B. Solomon
     President

METAMOR WORLDWIDE, INC.


By:   /s/ Peter T. Dameris
      ----------------------------
Name: Peter T. Dameris
      ----------------------------
Title: Senior Vice President
      ----------------------------







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