RTX SECURITIES
Investment Bankers




December 9, 2002



PERSONAL & CONFIDENTIAL
-----------------------

Steven Solomon
President and CEO
Citadel Security Software, Inc.
8750 North Central Expressway
Dallas, TX 75231

Dear Steve:

RTX  Securities  Corporation  ("RTX")  is pleased to act as financial advisor to
Citadel  Security  Software,  Inc.  (the "Company").  We will provide investment
banking  services to representing the Company in its efforts to obtain financing
in  the  form of a private investment in public equity (a "PIPE Transaction") (a
"Capital  Raising  Transaction").  The  purpose of this letter is to memorialize
the  terms  of  our  engagement  by  the  Company.

     1.   Services.  In  connection  with  this engagement, RTX will perform the
          --------
following services:

     a.   Capital  Raising.  RTX  will assist the Company in its capital raising
          ----------------
     efforts. RTX will introduce the Company to potential investors who may have
     an  interest  in  financing  the  Company  and will advise the Company with
     respect  to  the proposed structure, terms and conditions of the financing.
     RTX  will  clear any potential Investors with the Company. RTX will prepare
     the  Company  for  investor  visits, management presentations, responses to
     requests  for  data  and  other  activities. RTX will assist the Company in
     managing  the  process  of negotiating and closing the financing, including
     the  review  of proposals from potential financing sources, the formulation
     and  presentation of counteroffers, the transaction documentation and other
     closing  activities. The Company is free, at its sole discretion, to accept
     or  reject  the  terms  of  any  proposed  financing.

     2.   Information  Provided  to  RTX. In connection with our engagement, the
          ------------------------------
Company  has  agreed  to  furnish  to  RTX,  on  a  timely  basis,  all relevant
information  needed by RTX to perform under the terms of this agreement.  During
our engagement, it may be necessary for us:  to interview the management of, the
auditors for, and the consultants and advisors to, the Company; to rely (without
independent  verification)  upon data furnished to us by them; and to review any
financial  and other reports relating to the business and financial condition of
the Company as we may determine to


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   100 Pine Street, Suite 500, San Francisco, CA 94111      tel: (415) 273-3850
                                                            fax: (415) 274-5669


<PAGE>
Citadel Security Software, Inc.
December 9, 2002
Page 2

be  relevant  under the circumstances. In this connection, the Company will make
available  to  us such information as we may request, including information with
respect  to  the  assets,  liabilities,  earnings,  earning  power,  financial
condition,  historical  performance,  future prospects and financial projections
and  the assumptions used in the development of such projections of the Company.
We  agree  that  all nonpublic information obtained by us in connection with our
engagement will be held by us in strict confidence and will be used by us solely
for  the  purpose  of  performing  our  obligations  relating to our engagement.

     We  do not assume any responsibility for, or with respect to, the accuracy,
completeness  or  fairness  of  the  information  and data supplied to us by the
Company  or  its representatives.  In addition, the Company acknowledges that we
will  assume, without independent verification, that all information supplied to
us  with  respect  to  the  Company  will  be  true, correct and complete in all
material respects and will not contain any untrue statements of material fact or
omit  to  state a material fact necessary to make the information supplied to us
not  misleading.  If at any time during the course of our engagement the Company
becomes  aware  of  any  material  change  in  any of the information previously
furnished  to  us,  it  will  promptly  advise  us  of  the  change.

     3.   Term  of  Engagement.  Our  representation  on an exclusive basis will
          --------------------
continue  for  a  period  of  six  months from the date this letter agreement is
executed  with  RTX;  however either party may terminate the relationship at any
time  upon  thirty  days  written notice to the other party. Notwithstanding the
foregoing,  in  the  event of termination or expiration of this agreement, RTX's
expenses  incurred will be payable in full and your obligation under paragraph 4
to pay any applicable Financing Completion Fee will continue for the three month
period  commencing  with  such  termination  or  expiration,  but  no  Financing
Completion  Fee  will  be  payable  unless  the investor (i) was referred to you
directly  or  indirectly  by  us  or  (ii)  engaged in discussions regarding the
Capital  Raising  Transaction with the Company or RTX during the period that RTX
acted  as  the  Company's  exclusive  financial  advisor  under  this agreement.

     4.   Fees  and  Expenses.  The  Company  also  agrees  to  reimburse  our
          -------------------
reasonable  out-of-pocket  expenses  (including,  but not limited to, messenger,
overnight  courier,  printing,  travel  and  counsel  fees)  on a monthly basis.
Out-of-pocket  expenses shall not exceed $30,000 for the term of the engagement;
provided  that  if  RTX  is  required  to  incur  any  significant  additional
out-of-pocket  expenses  in  connection  to  the provisions of Appendix A in our
Advisory  Agreement  dated  November 11, 2002, in connection with any dispute or
controversy  arising  in  connection  with the Capital Raising Transaction, such
additional  out-of-pocket  expenses  shall  be promptly reimbursed to RTX by the
Company.


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   100 Pine Street, Suite 500, San Francisco, CA 94111      tel: (415) 273-3850
                                                            fax: (415) 274-5669


<PAGE>
Citadel Security Software, Inc.
December 9, 2002
Page 3

Additional  performance-based  compensation for our services will be as follows:

     a.   Capital  Raising.
          ----------------

          (i)  Financing Completion Fee. At the time the transaction closes, RTX
               will be paid a cash Financing Completion Fee equal to the greater
               of  7.5%  of  the  total  amount of capital raised from investors
               introduced  to  the Company by RTX or from other investors during
               the  time  period  while RTX is acting as the Company's financial
               advisor  under  this  agreement  (the  "Investors").

          (ii) Warrants.  RTX  will receive warrants to purchase common stock in
               an  amount equal to 7.5% of the amount purchased by the Investors
               in  the  transaction  and  that  the  Investors obtain a right to
               acquire  through purchase, conversion, or exercise of convertible
               securities, warrants or options. The warrants will be exercisable
               at  the  higher  of the price per share at which the investor can
               acquire  the  common  stock or the closing price of the Company's
               common  stock as reported by the appropriate exchange on the date
               the  transaction closes, adjusted for conversion, stock splits or
               other  dilutive  events. The warrants will also include piggyback
               registration  rights,  a  net exercise provision, and will have a
               term  of  five  years  from  the  transaction  closing  date.


     5.   Indemnity  and  Contribution.  The parties have agreed to the terms of
          ----------------------------
RTX's standard indemnification agreement in Appendix A of the Advisory Agreement
dated  November  11,  2002. The provisions of this paragraph 5 shall survive any
termination  of  this  Agreement.

     6.   Other  RTX  Activities.  RTX is a full service securities firm engaged
          ----------------------
in securities trading and brokerage activities as well as investment banking and
financial  advisory  services.  In  the  ordinary  course  of  our  trading  and
brokerage  activities,  RTX  or  its  affiliates may hold positions, for its own
account or the accounts of customers, in equity, debt or other securities of the
Company  or  any  other  company  that  may be involved in a Sale Transaction or
Acquisition  Transaction.

     7.   Compliance  with  Applicable  Law. In connection with this engagement,
          ---------------------------------
the  Company  and RTX will comply with all applicable federal, state and foreign
securities  laws  and  other  applicable  laws.

     8.   Independent Contractor. RTX is and at all times during the term hereof
          ----------------------
will  remain  an  independent  contractor,  and nothing contained in this letter
agreement will create the relationship of employer and employee or principal and
agent  as between the Company and RTX or any of its employees.  Without limiting
the  generality  of  the


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   100 Pine Street, Suite 500, San Francisco, CA 94111      tel: (415) 273-3850
                                                            fax: (415) 274-5669


<PAGE>
Citadel Security Software, Inc.
December 9, 2002
Page 4

foregoing,  all  final  decisions  with  respect  to matters about which RTX has
provided  services hereunder shall be solely those of the Company, and RTX shall
have  no  liability  relating  thereto  or  arising therefrom. RTX shall have no
authority  to  bind or act for the Company in any respect. It is understood that
RTX  responsibility  to the Company is solely contractual in nature and that RTX
does  not owe the Company, or any other party, any fiduciary duty as a result of
its  engagement.

     9.   Best  Efforts  Engagement  for  Capital  Raising.  It  is  expressly
          ------------------------------------------------
understood  and  acknowledged that RTX's engagement for Capital Raising does not
constitute  any  commitment, express or implied, on the part of RTX or of any of
its  affiliates  to purchase or place the Company's securities or to provide any
type  of  financing and that any Capital Raising engagement will be conducted by
RTX  on  a  "best  efforts" basis.  It is further understood that RTX's services
hereunder  shall  be  subject to, among other things, satisfactory completion of
due  diligence  by RTX, market conditions, the absence of adverse changes to the
Company's business or financial condition, approval of RTX's internal commitment
committee  and any other conditions that RTX may deem appropriate for placements
of  such  nature.

     10.  Successors  and  Assigns.  This  letter  agreement  and  all
          ------------------------
obligations  and  benefits  of  the parties hereto shall bind and shall inure to
their  benefit  and  that  of  their  respective  successors  and  assigns.  The
indemnity  and  contribution  provisions incorporated into this letter agreement
are  for the express benefit of the officers, directors, employees, consultants,
agents  and  controlling  persons  of  RTX  and  their respective successors and
assigns.

     11.  Announcements.  The  Company  grants  to  RTX  the  right  to  place
          -------------
customary  announcement(s)  of this engagement in certain newspapers and to mail
announcement(s)  to  persons  and  firms  selected by RTX, and all costs of such
announcement(s)  will  be  borne  by  RTX.

     12.  Arbitration.  Any  dispute  between  the  parties  concerning  the
          -----------
interpretation,  validity  or performance of this letter agreement or any of its
terms  and provisions shall be submitted to binding arbitration in San Francisco
County,  California  if  the  dispute  is  brought by the Company, and in Dallas
County,  Texas  if  brought by RTX, before the American Arbitration Association,
and  the  prevailing  party in such arbitration shall have the right to have any
award  made  by  the arbitrators confirmed by a court of competent jurisdiction.

     13.  General  Provisions. No purported waiver or modification of any of the
          -------------------
terms  of  this letter agreement will be valid unless made in writing and signed
by  the  parties hereto.  Section headings used in this letter agreement are for
convenience  only,  are not a part of this letter agreement and will not be used
in  construing  any  of the terms hereof.  This letter agreement constitutes and
embodies  the  entire understanding and agreement of the parties hereto relating
to  the  subject  matter  hereof,  and  there  are  no  other  agreements  or
understandings,  written  or oral, in effect between the parties relating to the
subject  matter  hereof.  No representation, promise, inducement or


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   100 Pine Street, Suite 500, San Francisco, CA 94111      tel: (415) 273-3850
                                                            fax: (415) 274-5669


<PAGE>
Citadel Security Software, Inc.
December 9, 2002
Page 5

statement of intention has been made by either of the parties hereto which is to
be  embodied  in  this letter agreement, and none of the parties hereto shall be
bound  by  or  liable  for  any  alleged  representation, promise, inducement or
statement  of  intention,  not  so set forth herein. No provision of this letter
agreement shall be construed in favor of or against either of the parties hereto
by  reason  of  the  extent  to  which  either  of  the  parties  or its counsel
participated  in  the drafting hereof. If any provision of this letter agreement
is  held  by  a  court  of  competent  jurisdiction  to  be  invalid, illegal or
unenforceable,  the  remaining provisions hereof shall in no way be affected and
shall  remain in full force and effect. In case of any litigation or arbitration
between  the  parties  hereto,  the  prevailing  party  shall be entitled to its
reasonable legal fees. This letter agreement is made and entered in the State of
California,  and the laws of that state relating to contracts made in, and to be
performed  entirely  in,  the  State  shall  govern  the  validity  and  the
interpretation  hereof.  This  letter agreement may be executed in any number of
counterparts  and  by  facsimile  signature.



     If  the foregoing correctly sets forth your understanding of our agreement,
please  sign the enclosed copy of this letter and return it to RTX, whereupon it
shall  constitute  a  binding  agreement  between  us.

                                Very truly yours,

                                RTX SECURITIES CORPORATION



                                By:  /s/ Greg Curhan
                                     ------------------------------------
                                     Greg Curhan
                                     President

     The  undersigned  hereby  accepts,  agrees  to  and  becomes  party  to the
foregoing  letter  agreement,  effective  as  of  the  date first written above.

CITADEL SECURITY SOFTWARE, INC.



By:  /s/ Steven Solomon
     ---------------------------------
     Steven Solomon
     President and CEO


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   100 Pine Street, Suite 500, San Francisco, CA 94111      tel: (415) 273-3850
                                                            fax: (415) 274-5669


<PAGE>