CONFIDENTIAL


December 10, 2002


Steve Solomon
Chairman and Chief Executive Officer
Citadel Security Software
8750 N. Central Expressway
Dallas, TX 75231

Dear Steve:

This  letter  will  confirm  the arrangements under which DHR International will
conduct  the  retained  search   for  the  Executive  Vice  President, Sales for
Citadel  Security  Software.

Our  standard  professional  fee  for conducting assignments is one-third of the
first  year's  anticipated  total  compensation;  however,  we will conduct this
assignment at a reduced fee of thirty percent of the first year anticipated cash
compensation of $150,000. Cash compensation is defined as base salary and bonus.
This  is  payable  in  three  installments of $15,000.  An invoice for the first
installment  is  enclosed  and  payable upon receipt as a non-refundable initial
retainer.  The  first installment will be made in stock in lieu of cash, fifteen
thousand(15,000)  shares  of Citadel common stock. Eight thousand (8,000) shares
to  be registered to DHR International and seven thousand to Michael Setze. Such
shares to be registered no later than December 12, 2002. Invoices for the second
and  third  installments  will be sent in thirty and sixty days and are due upon
receipt.  These  invoices  will  be  paid in cash.  After a candidate accepts an
offer  from  Citadel  Security  Software, a final statement will be sent for any
excess amount between thirty percent of the total compensation of the individual
and  the fees previously paid. DHR will accept stock of equal value in the event
such  excess  fees  are  owed.

Our  monthly  statements  will  include  a  standard  charge  of $700 for office
administrative  expenses  while  the  search  is  active.  Express  mail,  video
conference  expenses,  or  travel  expenses  incurred  by  DHR  International or
candidates  will  be  additional and billed monthly. All travel expenses will be
approved  in  advance  by  Citadel.

If  you  cancel  the  search  by written confirmation within sixty days, we will
forward  a  final  statement  for our professional services prorated through the
date you cancel (excluding the initial retainer) and for expenses related to the
search.

If  the  employment of a DHR placed executive is terminated within one year from
the  hiring date with Citadel Security Software, we will, at your option, refill
that  position  for  expenses  only.

In  the  event that more than one executive is hired in connection with the work
performed  and identified for this assignment by Citadel Security Software or an
affiliate,  a  separate  professional  fee  of  thirty percent of the total cash
compensation  will  be  payable  to  DHR  upon  their  employment.

If  you  are in agreement with the terms and conditions of the agreement, Please
sign  and  fax  back  a  copy.  Work  on  the search will begin immediately upon
receipt.  We  request  receipt  of  the  initial  retainer  within  seven  days.

I  look forward to working with you again and contributing to the success of the
company.


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Best regards,

DHR INTERNATIONAL, INC.

/s/ Michael Setze

Michael Setze
Executive Vice President

MS/gs
Enc.

Accepted:

/s/ Steve Solomon
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Steve Solomon, CEO
Citadel Security Software Inc.

December 10, 2002
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Date


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