PROMISSORY NOTE

$250,000.00                                                    December 9, 2002

FOR VALUE RECEIVED, the undersigned, Citadel Security Software Inc., a Delaware
corporation ("Citadel"), promises to pay to the order of Ken Schnitzer
("Payee"), at such place as Payee may designate in writing, in lawful money of
the United States of America, the principal sum of Two Hundred Fifty Thousand
Dollars ($250,000.00) on the terms and conditions hereinafter set forth.  This
Note shall bear interest at the rate of eight percent (8%) per year and shall
Mature on May 16, 2003, at which time all outstanding principal shall be due
and payable.  Additionally, on December 30, 2002 one installment of principal
in the amount of $25,000.00 shall be due and payable by Citadel to Payee.

Events of Default.  The entire unpaid principal balance of this Note shall
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immediately become due and payable, at the option of Payee, upon the failure by
Citadel to pay any installment of principal and interest hereof as and when the
same becomes due and payable in accordance with the terms hereof (the "Event of
Default").  In the event an Event of Default shall occur, the unpaid principal
shall accrue interest in the amount of 18% per annum and Payee may proceed to
protect and enforce its rights either by suit in equity and/or by action at law,
by other appropriate proceedings. No delay on the part of Payee in the exercise
of any power or right under this Note, or under any other instrument executed
pursuant thereto shall operate as a waiver thereof, nor shall a single or
partial exercise of any other power or right preclude further exercise thereof.

Costs of Collection.  It is hereby specially agreed that if this Note is placed
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into the hands of an attorney for collection, or if proved, established, or
collected in any court, Citadel agrees to pay to Payee an amount equal to all
expenses incurred in enforcing or collecting this Note, including court costs
and reasonable attorneys' fees.

Waiver of Rights.  Except for the notice expressly provided herein, the
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undersigned and all endorsers, sureties, and guarantors hereof hereby jointly
and severally waive presentment for payment, demand, notice of nonpayment,
protest, notice of protest, and without further notice hereby consent to
renewals, extensions, or partial payments either before or after maturity.

Registration Rights.  If any Shares are outstanding and held by the Payee,
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Citadel shall use its best efforts to include the Shares and the additional
50,000 shares issued to Payee on the date of this Note (the "Payee Shares") in
any registration statement filed by Citadel with the Securities and Exchange
Commission (other than a registration statement on Form S-8 or Form S-4) to the
extent requisite to permit the public offering and sale of the Payee Shares and
will use their respective best efforts to cause such registration statement to
become effective as promptly as practicable. Notwithstanding the foregoing,
Citadel or the managing underwriter, if any, of such offering may elect to
exclude all or a portion of the Payee Shares if the offering of such Payee
Shares would adversely affect the market for Citadel's securities or Citadel's
business plans.  As used herein, the "Payee Shares" shall mean the Payee Shares
that have not been previously sold or that may not be resold pursuant to Rule
144 promulgated under the Act or other available exemption.  Notwithstanding the
foregoing, Citadel shall not in any event be required to keep any such
registration or qualification in effect for a period in excess of two years from
the date on which the Payee is first free to sell such Payee Shares.

In connection with registration of securities pursuant to this Note, Citadel
shall bear all expenses incurred in connection with such registration statement,
except that the Holder shall pay all fees and expenses with respect to its
shares, including broker/dealer commissions, underwriting discounts, the
expenses of such underwriter, fees and disbursements of counsel of Holder and
any stock transfer taxes incurred with respect of the Payee Shares of Holder.

Usury Limitation.  All agreements between Citadel and Payee, whether now
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existing or hereafter arising and whether written or oral, are expressly limited
so that in no contingency or event whatsoever shall the amount paid, or agreed
to be paid, to Payee hereof for the use, forbearance, or detention of the money
advanced to Citadel, or for the performance or payment of any covenant or
obligation contained herein, exceed the maximum amount permissible under
applicable federal or state law.  If, from any circumstance whatsoever,
fulfillment of


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any provision hereof at the time performance of such provision shall be due
shall involve transcending the limit of validity prescribed by law, then the
obligation to be fulfilled shall be reduced to the limit of such validity, and
if from any such circumstance Payee shall ever receive as interest under this
Note or otherwise an amount that would exceed the highest lawful rate, such
amount that would be excessive interest shall be applied to the reduction of the
principal amount owing under this Note and not to the payment of interest or, if
such excessive interest exceeds the unpaid principal balance of this Note, such
excess shall be refunded to Citadel. All sums paid or agreed to be paid to Payee
for the use, forbearance, or detention of the indebtedness evidenced hereby
shall, to the extent permitted by applicable law, be amortized, prorated,
allocated, and spread throughout the full term of such indebtedness until
payment in full so that the actual rate of interest on account of such
indebtedness is uniform throughout the term thereof. The terms and provisions of
this paragraph shall control every other provision of all agreements between
Citadel and Payee.

Governing Law.  This Note shall be governed by and construed in accordance with
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the laws of the State of Texas and the laws of the United States applicable to
transactions in Texas.


CITADEL:

Citadel Security Software Inc.


By:  /s/ Steven B. Solomon
         Steven B. Solomon, CEO

PAYEE:

KEN SCHNITZER


By:  /s/ Ken Schnitzer
         Ken Schnitzer


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                                    GUARANTY

The undersigned, Steven B. Solomon ("Guarantor"), acknowledges that he is aware
of the terms and conditions of the Promissory Note, dated December 9, 2002
payable by Citadel Security Software Inc. ("Citadel") to the order of Ken
Schnitzer ("Payee") in the original principal amount of $225,000, and Guarantor
does hereby irrevocably and unconditionally guaranty, without offset or
deduction, the due and punctual payment when due by Citadel of all money now or
hereafter due Payee pursuant to the Note (collectively, "Obligations").
Guarantor agrees that in the event that Citadel fails to pay any Obligation for
any reason whatsoever (including, without limitation, the liquidation,
insolvency, bankruptcy, reorganization, or other similar proceedings affecting
the status, existence, assets or obligations of, Citadel, or the disaffirmance
with respect to Citadel of the Note, Guarantor will promptly pay such
Obligations upon demand of Payee. To the fullest extent permitted by law, the
obligations of Guarantor hereunder shall not be affected by (a) any lack in the
genuineness, validity, regularity or enforceability of any of Citadel's
obligations under the Note; (b) any direction of application by Citadel or any
other party; (c) any other continuing or other guaranty or undertaking or the
taking or releasing by Payee of any security in connection with the Note; (d)
any payment on or in reduction of any other guaranty or undertaking; or (e) any
dissolution, termination, or increase, decrease or changes of personnel of
Citadel.

Dated:  December 9, 2002


/s/ Steven B. Solomon
Steven B. Solomon


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