November 11, 2002


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


                  RTX SECURITIES CORPORATION ADVISORY AGREEMENT

Dear Mr. Solomon:

RTX  Securities  Corporation  ("RTX")  is pleased to act as financial advisor to
Citadel  Security  Software Inc. (the "Company").  We will provide financial and
capital market advisory services to the Company which may include: (i) review of
financial  statements and non-public internal business plans, (ii) evaluation of
strategic  alternatives  based on Company objectives and RTX industry expertise,
(iii)  advice on appropriate capital structure and strategies to achieve maximum
return  to  shareholders  and  (iv)  sponsorship  for  and  introductions  to
institutional investors.  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.   Review  of Financial Condition/Capital Structure: RTX will review
               ------------------------------------------------
               both  publicly  available  documents  and  confidential  Company
               materials  to determine if the Company has an appropriate capital
               structure given its market opportunity. RTX may advise changes in
               capital  structure  as  a  result  of  this  review  and  present
               strategies  to  effect  such  changes. In the event that specific
               transactions  are  identified,  RTX  will  execute  additional
               engagement  letters  to  specify  the  compensation  and
               responsibilities  of  RTX  in  each  case.

          b.   Strategic/Competitive  Analysis: RTX will help the Company assess
               -------------------------------
               its  strategic  positioning within its industry sector and advise
               the  Company  on  appropriate  corporate  development  strategies
               including  potential  acquisition, merger and sale strategies. In
               the  event  that  specific  transactions are identified, RTX will
               execute additional engagement letters to specify the compensation
               and  responsibilities  of  RTX  in  each  case.

          c.   Institutional  Marketing:  RTX will review the Company's Investor
               ------------------------
               Presentations  (Power  Point  presentations, handouts, letters to
               shareholders,  etc.)  and  advise  the Company on any recommended
               changes.  RTX  will  also  introduce  Company  management  to its
               institutional  sales  force  and  select  institutional  investor
               clients  for  group  and  individual  meetings.

     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 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


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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.
November 11, 2002
Page 2

          used  by  us  solely  for the purpose of performing financial advisory
          services  and  will  not  be  used for institutional marketing, sales,
          trading  or  market  making.

     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.   Scope  of  Engagement. The Company acknowledges that we will not make,
          ---------------------
          or  arrange for others to make, an appraisal of any physical assets of
          the  Company.  Nonetheless,  if  we  determine  after  review  of  the
          information  furnished to us that any such appraisal or appraisals are
          necessary or desirable, we will so advise the Company and, if approved
          by  the Company in writing, the costs incurred in connection with such
          appraisal(s)  will  be  borne  by  the  Company.

     RTX  has  been  engaged  by the Company only in connection with the matters
described  in this letter agreement and for no other purpose.  We have not made,
and  will assume no responsibility to make any representation in connection with
our  engagement  as  to  any  legal  matter.

     4.   Term of Engagement. This agreement will be effective for one year from
          ------------------
          the date this letter agreement is executed. Either party may terminate
          the  relationship, at any time, upon thirty days written notice to the
          other  party.  However,  Company  hereby agrees to a six-month minimum
          engagement  with RTX (the "Initial Term"). In the event of termination
          or  expiration  of  this  agreement,  RTX's financial advisory fee and
          expenses  incurred  through the date of termination will be payable in
          full.

     5.   Fees  and Expenses. As compensation for our professional services, RTX
          ------------------
          will  receive  a non-refundable financial advisory fee of $10,000 upon
          execution  of  this letter agreement by the Company. This payment will
          be  in  consideration  of the first month of services provided by RTX.
          RTX will receive a financial advisory fee of $10,000 for each month of
          its  engagement  by the Company. Company agrees to a six-month minimum
          obligation.  ($60,000 total.) 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,  up  to a maximum of $2,500 without written consent of
          the  Company.  During each month that this agreement is effective, RTX
          shall  receive  a warrant to purchase 10,000 shares of common stock of
          the  Company  at  an  exercise price equal to the closing price of the
          Company's  common  stock  as reported by the appropriate exchange. The
          first  monthly-warrant  will  be  priced  on  the effective date first
          stated  above.  Subsequent monthly-warrant grants will be made to RTX,
          for  each  month this agreement is effective, and will be price on the
          11th  day  in  the  subsequent  month(s). The number of shares of each
          warrant  will  be  adjusted for stock splits or other dilutive events.
          The  warrants  will  also  include registration rights, a net exercise
          provision,  will  be fully exercisable on their issuance date and will
          have  a  term  of  five  years  from  the  issuance  date.

     6.   Indemnity  and  Contribution.  The parties agree to the terms of RTX's
          ----------------------------
          standard  indemnification  agreement,  which  is  attached  hereto  as
          Appendix  A  and  incorporated  herein by reference. The provisions of
          -----------
          this  paragraph  6  shall  survive  any termination of this Agreement.

     7.   Other  Business.  For  one  year  from  the  effective  date  of  this
          ---------------
          agreement,  the  Company and RTX agree that if RTX is asked to act for
          the  Company  in any other formal additional capacity relating to this
          engagement  but  not  specifically addressed in this letter, then such
          activities  shall  constitute  separate


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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.
November 11, 2002
Page 3

          engagements  and  the  terms  and  conditions  of  any such additional
          engagements  will  be  embodied  in  one  or  more  separate  written
          agreements,  containing  provisions  and  terms  to be mutually agreed
          upon,  including  without  limitation  appropriate  indemnification
          provisions.  The indemnity provisions in Appendix A shall apply to any
          such  additional  engagements,  unless  superseded  by  an  indemnity
          provision  set  forth  in  a separate agreement applicable to any such
          additional  engagements,  and  shall  remain  in full force and effect
          regardless  of  any  completion,  modification or termination of RTX's
          engagement(s).

     8.   Other  RTX  Activities. RTX is a securities firm engaged in securities
          ----------------------
          trading  and  brokerage  activities  as  well  as  corporate 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.

          THIS  AGREEMENT MAKES NO REPRESENTATION; NOR DOES IT SUGGEST, IMPLY OR
          GUARANTEE  THAT  AN  RTX  SECURITIES  ANALYST  WILL  PUBLISH  A REPORT
          REGARDING  THE  COMPANY.  FURTHER, IF AN RTX SECURITIES ANALYST SHOULD
          CHOOSE TO PREPARE A REPORT REGARDING THE COMPANY; THIS AGREEMENT MAKES
          NO  REPRESENTATION;  NOR DOES IT SUGGEST, IMPLY OR GUARANTEE THAT SUCH
          REPORT  WILL  CAST  THE  COMPANY  IN  A FAVORABLE LIGHT, NOR RECOMMEND
          PURCHASE  OF  THE  COMPANY'S  STOCK.

     9.   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.

     10.  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 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.

     11.  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.

     12.  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.

     13.  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.


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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.
November 11, 2002
Page 4

     14.  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  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.




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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.
November 11, 2002
Page 5



     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/ Gregory S. Curhan
                                     ---------------------
                                     Gregory S. 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 B. Solomon
   ------------------------------
     Steven B. Solomon, CEO




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


<PAGE>
                      APPENDIX A-INDEMNIFICATION AGREEMENT
                      ------------------------------------

The  Company  agrees  to  indemnify  and  hold  harmless  RTX  and its officers,
directors,  employees,  consultants,  attorneys,  agents and controlling persons
(within  the meaning of Section 15 of the Securities Act of 1933, as amended, or
Section  20  of  the  Securities Exchange Act of 1934, as amended) (RTX and each
such  other  persons  are  collectively and individually referred to below as an
"Indemnified Party") from and against any and all loss, claim, damage, liability
and  expense  whatsoever, as incurred, including, without limitation, reasonable
costs  of  any  investigation,  legal  and  other  fees and expenses incurred in
connection  with,  and  any  amounts  paid in settlement of, any action, suit or
proceeding  or  any  claim  asserted,  to which the Indemnified Party may become
subject  under any applicable federal or state law (whether in tort, contract or
on  any  other  basis)  or  otherwise,  and  related  to  the performance by the
Indemnified Party of the services contemplated by this letter agreement and will
reimburse  the  Indemnified  Party  for  all  expenses (including legal fees and
expenses)  as  they  are  incurred  in  connection  with  the  investigation of,
preparation  for  or defense of any pending or threatened claim or any action or
proceeding  arising  therefrom,  whether or not the Indemnified Party is a party
and  whether  or not such claim, action or proceeding is initiated or brought by
the Company.  The Company will not be liable under the foregoing indemnification
provision  to  the  extent that any loss, claim, damage, liability or expense is
found  in  a  final  judgment by a court or arbitrator, not subject to appeal or
further appeal, to have resulted from the Indemnified Party's bad faith, willful
misconduct  or  gross  negligence.  The Company also agrees that the Indemnified
Party  shall have no liability (whether direct or indirect, in contract, tort or
otherwise)  to  the Company related to, or arising out of, the engagement of the
Indemnified  Party  pursuant  to, or the performance by the Indemnified Party of
the  services  contemplated  by, this letter agreement except to the extent that
any  loss, claim, damage, liability or expense is found in a final judgment by a
court  or  arbitrator, not subject to appeal or further appeal, to have resulted
from  the Indemnified party's bad faith, willful misconduct or gross negligence.

If  the  indemnity  provided above shall be unenforceable or unavailable for any
reason  whatsoever, the Company, its successors and assigns, and the Indemnified
Party  shall  contribute  to  all  such losses, claims, damages, liabilities and
expenses  (including,  without limitation, all costs of any investigation, legal
or  other fees and expenses incurred in connection with, and any amounts paid in
settlement of, any action, suit or proceeding or any claim asserted) (i) in such
proportion  as  is  appropriate to reflect the relative benefits received by the
Company  and  RTX  under  the  terms  of  this  letter  agreement or (ii) if the
allocation  provided  for  by  clause  (i)  of this sentence is not permitted by
applicable  law,  in  such  proportion as is appropriate to reflect not only the
relative  benefits referred to in clause (i), but also the relative fault of the
Company  and RTX in connection with the matter(s) as to which contribution is to
be  made.  The relative benefits received by the Company and RTX shall be deemed
to  be  in the same proportion as the fee the Company actually pays to RTX bears
to the total value of the consideration paid or to be paid to the Company and/or
the  Company's  shareholders  in  the  Capital  Raising  Transaction  or  Sale
Transaction,  as  the  case may be, or the Target in an Acquisition Transaction.
The  relative  fault of the Company and RTX shall be determined by reference to,
among  other  things, whether any untrue or alleged untrue statement of material
fact  or  omission  or  alleged  omission  to  state  a material fact relates to
information  supplied  by  the  Company  or  by  RTX and the Company's and RTX's
relative  intent,  knowledge,  access to information and opportunity to correct.
The Company and RTX agree that it would not be just or equitable if contribution
pursuant  to  this  paragraph  were  determined by pro rata allocation or by any
other  method  of  allocation  which  does not take into account these equitable
considerations.  Notwithstanding  the foregoing, to the extent permitted by law,
in no event shall the Indemnified Party's share of such losses, claims, damages,
liabilities  and expenses exceed, in the aggregate, the fee actually paid to the
Indemnified  Party  by  the  Company.

The  Indemnified  Party  will  give  prompt written notice to the Company of any
claim  for  which  it  seeks  indemnification  hereunder, but the omission to so
notify  the Company will not relieve the Company from any liability which it may
otherwise  have  hereunder  except  to the extent that the Company is damaged or
prejudiced  by  such omission or from any liability it may have other than under
this  Appendix A.  The Company shall have the right to assume the defense of any
claim,  lawsuit  or  action (collectively an "action") for which the Indemnified
Party  seeks  indemnification hereunder, subject to the provisions stated herein
with  counsel  reasonably  satisfactory  to the Indemnified Party.  After notice
from  the  Company  to  the  Indemnified  Party of its election so to assume the
defense thereof, and so long as the Company performs its obligations pursuant to
such  election,  the Company will not be liable to the Indemnified Party for any
legal  or  other  expenses  subsequently  incurred  by  the Indemnified Party in
connection  with  the  defense  thereof  other  than  reasonable  costs  of
investigation.  The  Indemnified  Party  shall have the right to employ separate
counsel  in any such action and to participate in the defense thereof at its own
expense;  provided,  however,  that  the  reasonable  fees  and expenses of such
          --------   -------
counsel  shall be at the expense of the Company if the named parties to any such
action  (including any impleaded parties) include both the Indemnified Party and
the  Company and the Indemnified Party shall have reasonably concluded, based on
advice of counsel, that there may be legal defenses available to the Indemnified
Party  which  are  different from, or in conflict with, any legal defenses which
may  be  available to the Company (in which event the Company shall not have the
right  to  assume the defense of such action on behalf of the Indemnified Party,
it  being  understood,  however,  that  the  Company shall not be liable for the
reasonable fees and expenses of more than one separate firm of attorneys


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


<PAGE>
for  all  Indemnified  Parties in each jurisdiction in which counsel is needed).
Despite  the foregoing, the Indemnified Party shall not settle any claim without
the  prior  written  approval  of  the  Company,  which  approval  shall  not be
unreasonably  withheld, so long as the Company is not in material breach of this
Appendix  A.  Also,  each  Indemnified  Party  shall  make reasonable efforts to
mitigate  its  losses  and  liabilities.  In  addition  to  the  Company's other
obligations hereunder and without limitation, the Company agrees to pay monthly,
upon  receipt  of itemized statements therefor, all reasonable fees and expenses
of  counsel  incurred by an Indemnified Party in defending any claim of the type
set  forth  in  the preceding paragraphs or in producing documents, assisting in
answering  any  interrogatories,  giving  any  deposition testimony or otherwise
becoming  involved  in  any  action  or  response  to  any claim relating to the
engagement referred to herein, or any of the matters enumerated in the preceding
paragraphs,  whether or not any claim is made against an Indemnified Party or an
Indemnified  Party  is  named  as  a  party  to  any  such  action.


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                                   Appendix A


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