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                                                                 Exhibit 10.2

THE WARRANT REPRESENTED BY THIS CERTIFICATE AND THE SHARES ISSUABLE UPON
EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "ACT"), OR ANY STATE SECURITIES LAWS AND NEITHER SUCH SECURITIES
NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE
TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT WITH RESPECT THERETO IS
EFFECTIVE UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR (2) THE
COMPANY RECEIVES AN OPINION OF COUNSEL TO THE HOLDER OF SUCH SECURITIES, WHICH
COUNSEL AND OPINION ARE REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH
SECURITIES MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR TRANSFERRED IN THE MANNER
CONTEMPLATED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR
APPLICABLE STATE SECURITIES LAWS.

THE TRANSFER OF THIS WARRANT IS RESTRICTED AS DESCRIBED HEREIN.

                            CITADEL TECHNOLOGY, INC.

  Warrant for the Purchase of Shares of Common Stock, par value $.01 per share

No. 1                                                           750,000 Shares

         THIS CERTIFIES that, for value received, Icarus Investments I, Ltd., a
Texas limited partnership (the "Holder"), is entitled to subscribe for and
purchase from Citadel Technology, Inc., a Delaware corporation (the "Company"),
upon the terms and conditions set forth herein, at any time or from time to time
after June 29, 1998 until 5:00 P.M. on July 1, 1999, Central time (the "Exercise
Period"), up to 750,000 shares of the Common Stock of the Company at an exercise
price of (i) for up to 250,000 shares, $2.00 per share and (ii) for up to an
additional 500,000 shares, $3.00 per share (the "Exercise Price"). The number of
shares of Common Stock issuable upon exercise of the Warrants (collectively, the
"Warrant Shares") and the Exercise Price may be adjusted from time to time as
hereinafter set forth.

         1. EXERCISE. This Warrant may be exercised at any time during the
Exercise Period as to the whole or any lesser number of whole Warrant Shares, by
the surrender of this Warrant (with the election form at the end hereof duly
executed) to the Company at its office at 3811 Turtle Creek Boulevard, Suite
600, Dallas, Texas 75219, attention: President, or at such other place as the
Company may designate in writing, together with a cashier's check payable to the
order of the Company in an amount equal to the Exercise Price multiplied by the
number of Warrant Shares for which this Warrant is being exercised.

         2. TITLE. Upon each exercise of the Holder's rights to purchase Warrant
Shares, the Holder shall be deemed to be the holder of record of the Warrant
Shares



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issuable upon such exercise, notwithstanding that the transfer books of the
Company shall then be closed or certificates representing such Warrant Shares
shall not then have been actually delivered to the Holder. As soon as
practicable after each such exercise of this Warrant, the Company shall issue
and deliver to the Holder a certificate or certificates for the Warrant Shares
issuable upon such exercise, registered in the name of the Holder or its
designee. If this Warrant should be exercised in part only, the Company shall,
upon surrender of this Warrant for cancellation, execute and deliver a new
Warrant evidencing the right of the Holder to purchase the balance of the
Warrant Shares (or portions thereof) subject to purchase hereunder.

         3. TRANSFER AND RESTRICTIONS ON TRANSFER. (a) This Warrant and any
Warrants issued upon the transfer or exercise in part of this Warrant shall be
numbered and shall be registered in a Warrant Register as they are issued. The
Company shall be entitled to treat the registered holder of any Warrant on the
Warrant Register as the owner in fact thereof for all purposes. The Company
shall not be bound to recognize any equitable or other claim to or interest in
such Warrant on the part of any other person. The Company shall not be liable
for any registration or transfer of Warrants that are registered or to be
registered in the name of a fiduciary or the nominee of a fiduciary, unless such
registration or transfer is made with the Company's actual knowledge that a
fiduciary or nominee is committing a breach of trust in requesting such
registration or transfer, or with the knowledge of such facts that its
participation therein amounts to bad faith. This Warrant shall be transferable
only on the books of the Company upon delivery thereof duly endorsed by the
Holder or by his duly authorized attorney or representative, or accompanied by
proper evidence of succession, assignment, or authority to transfer. In all
cases of transfer by an attorney, executor, administrator, guardian, or other
legal representative, duly authenticated evidence of his or its authority shall
be produced. Upon any registration of transfer, the Company shall deliver a new
Warrant or Warrants to the person entitled thereto. This Warrant may be
exchanged, at the option of the Holder thereof, for another Warrant, or other
Warrants of different denominations, of like tenor and representing in the
aggregate the right to purchase a like number of Warrant Shares (or portions
thereof), upon surrender to the Company or its duly authorized agent. The
Company shall have no obligation to cause Warrants to be transferred on its
books to any person unless such transfer is registered under the Securities Act
of 1933, as amended (the "Act"), and applicable state securities laws or unless
the Company receives an opinion of counsel to the Holder, which counsel and
opinion are reasonably satisfactory to the Company, that the Warrant may be
transferred in the manner contemplated without an effective registration
statement under the Act or applicable state securities laws.

         (b) The Holder acknowledges that the Holder has been advised by the
Company that neither this Warrant nor the Warrant Shares have been registered
under the Act, that this Warrant is being or has been issued and the Warrant
Shares may be issued on the basis of the statutory exemption provided by Section
4(2) of the Act or Regulation D promulgated thereunder, or both, relating to
transactions by an issuer not involving any public offering, and that the
Company's reliance thereon is based in part upon the representations made by the
original Holder. The Holder acknowledges that he has been



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informed by the Company of, or is otherwise familiar with, the nature of the
limitations imposed by the Act and the rules and regulations thereunder on the
transfer of securities. In particular, the Holder agrees that no sale,
assignment or transfer of this Warrant or the Warrant Shares shall be valid or
effective, and the Company shall not be required to give any effect to any such
sale, assignment or transfer, unless (i) the sale, assignment or transfer of
this Warrant or such Warrant Shares is registered under the Act, it being
understood that the Company has no obligation or intention to so register this
Warrant or the Warrant Shares except as specifically provided herein, or (ii)
this Warrant or such Warrant Shares are sold, assigned or transferred in
accordance with all the requirements and limitations of Rule 144 under the Act,
it being understood that Rule 144 may not be available at the time of the
original issuance of this Warrant for the sale of this Warrant or the Warrant
Shares and that there can be no assurance that Rule 144 sales will be available
at any subsequent time, or (iii) such sale, assignment, or transfer is otherwise
exempt from registration under the Act.

         4. ADJUSTMENT OF EXERCISE PRICE AND NUMBER OF WARRANT SHARES. If the
Company shall at any time after the date the Warrants were first issued (i)
declare a dividend on the outstanding Common Stock payable in shares of its
capital stock, (ii) subdivide the outstanding Common Stock, (iii) combine the
outstanding Common Stock into a smaller number of shares, (iv) issue any shares
of its capital stock by reclassification of the Common Stock (including any such
reclassification in connection with a consolidation or merger in which the
Company is the continuing corporation), or (v) make any distribution of its
assets to holders of its Common Stock as a liquidation or partial liquidation
dividend or by way of return of capital; then, in each case, the Exercise Price
and the number of Warrant Shares in effect at the time of the record date for
such dividend or of the effective date of such subdivision, combination, or
reclassification, shall be proportionately adjusted so that the Holder after
such time shall be entitled to receive the aggregate number and kind of shares
which, if such Warrant had been exercised immediately prior to such time, the
Holder would have owned upon such exercise and been entitled to receive by
virtue of such dividend, subdivision, combination, or reclassification. Such
adjustment shall be made successively whenever any event listed above shall
occur.

         5. MERGER. (a) In case of any consolidation with or merger of the
Company with or into another corporation (other than a merger or consolidation
in which the Company is the surviving or continuing corporation), or in case of
any sale, lease, or conveyance to another corporation of the property and assets
of any nature of the Company as an entirety or substantially as an entirety,
such successor, or such leasing or purchasing corporation, as the case may be,
shall (i) execute with the Holder an agreement providing that the Holder shall
have the right thereafter to receive upon exercise of this Warrant solely the
kind and amount of shares of stock and other securities, property, cash, or any
combination thereof receivable upon such consolidation, merger, sale, lease, or
conveyance by a holder of the number of shares of Common Stock for which this
Warrant might have been exercised immediately prior to such consolidation,
merger, sale, lease, or conveyance and (ii) make effective provision in its



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certificate of incorporation or otherwise, if necessary, to effect such
agreement. Such agreement shall provide for adjustments which shall be as nearly
equivalent as practicable to the adjustments in Section 4.

         (b) In case of any reclassification or change of the shares of Common
Stock issuable upon exercise of this Warrant (other than a change in par value
or as a result of a subdivision or combination, but including any change in the
shares into two or more classes or series of shares), or in case of any
consolidation or merger of another corporation into the Company in which the
Company is the continuing corporation and in which there is a reclassification
or change (including a change to the right to receive cash or other property,
including, without limitation, a reverse subsidiary merger) of the shares of
Common Stock (other than a change in par value, or as a result of a subdivision
or combination, but including any change in the shares into two or more classes
or series of shares), the Holder shall have the right thereafter to receive upon
exercise of this Warrant solely the kind and amount of shares of stock and other
securities, property, cash, or any combination thereof receivable upon such
reclassification, change, consolidation, or merger by a holder of the number of
shares of Common Stock for which this Warrant might have been exercised
immediately prior to such reclassification, change, consolidation, or merger.
Thereafter, appropriate provision shall be made for adjustments which shall be
as nearly equivalent as practicable to the adjustments in Section 4.

         (c) The above provisions of this Section 5 shall similarly apply to
successive reclassifications and changes of shares of Common Stock and to
successive consolidations, mergers, sales, leases, or conveyances.

         6. COVENANTS OF COMPANY.

         (a) The Company shall at all times reserve and keep available out of
its authorized and unissued Common Stock, solely for the purpose of providing
for the exercise of the rights to purchase all Warrant Shares granted pursuant
to the Warrants, such number of shares of Common Stock as shall, from time to
time, be sufficient therefor. The Company covenants that all shares of Common
Stock issuable upon exercise of this Warrant, upon receipt by the Company of the
full Exercise Price therefor, shall be validly issued, fully paid,
nonassessable, and free of preemptive rights.

         (b) If at any time the Company shall propose to:

         (i) pay any dividend or make any distribution on shares of Common Stock
in shares of Common Stock or make any other distribution (other than regularly
scheduled cash dividends which are not in a greater amount per share than the
most recent such cash dividend) to all holders of Common Stock; or

         (ii) issue any rights, warrants, or other securities to all holders of
Common Stock entitling them to purchase any additional shares of Common Stock or
any other rights, warrants, or other securities; or



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         (iii) effect any reclassification or change of outstanding shares of
Common Stock, or any consolidation, merger, sale, lease, or conveyance of
property, described in Section 5; or

         (iv) effect any liquidation, dissolution, or winding-up of the Company;
or

         (v) take any other action which would cause an adjustment to the
Exercise Price;

then, and in any one or more of such cases, the Company shall give written
notice thereof, by registered mail, postage prepaid, to the Holder at the
Holder's address as it shall appear in the Warrant Register, mailed at least 15
days prior to (i) the date as of which the holders of record of shares of Common
Stock to be entitled to receive any such dividend, distribution, rights,
warrants, or other securities are to be determined, (ii) the date on which any
such reclassification, change of outstanding shares of Common Stock,
consolidation, merger, sale, lease, conveyance of property, liquidation,
dissolution, or winding-up is expected to become effective, and the date as of
which it is expected that holders of record of shares of Common Stock shall be
entitled to exchange their shares for securities or other property, if any,
deliverable upon such reclassification, change of outstanding shares,
consolidation, merger, sale, lease, conveyance of property, liquidation,
dissolution, or winding-up, or (iii) the date of such action which would require
an adjustment to the Exercise Price.

         7. EXPENSES OF EXERCISE. The issuance of any shares or other securities
upon the exercise of this Warrant, and the delivery of certificates or other
instruments representing such shares or other securities, shall be made without
charge to the Holder for any tax or other charge in respect of such issuance.
The Company shall not, however, be required to pay any tax which may be payable
in respect of any transfer involved in the issue and delivery of any certificate
in a name other than that of the Holder and the Company shall not be required to
issue or deliver any such certificate unless and until the person or persons
requesting the issue thereof shall have paid to the Company the amount of such
tax or shall have established to the satisfaction of the Company that such tax
has been paid.

         8. REGISTRATION OF WARRANT SHARES.

         (a) If any Warrant Shares are outstanding, the Company shall provide
written notice to the Holder of its intention to file any registration statement
with the Commission (other than a registration statement on Form S-8 or Form
S-4) in connection with any public offering involving the Company's Common
Stock. If the Holder desires to elect to sell its Warrant Shares in connection
with the registration statement, the Holder shall provide written notice to the
Company within five days of its intention to sell all or any multiple of 20% of
its original Warrant Shares. The Company shall use its best efforts to include
such Warrant Shares requested by the Holder in such registration statement, to
the extent requisite to permit the public offering and sale of the Warrant



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Shares, and will use its best efforts to cause such registration statement to
become effective as promptly as practicable. In the event the registration
statement is filed on behalf of the Company (as opposed to other selling
stockholders), if the managing underwriter or underwriters of the proposed
offering advise the Company that the success of the offering would be materially
and adversely affected by the inclusion of all of the shares requested to be
included, then the number of shares to be included for any persons other than
the Company shall be reduced or limited (i) as between the selling shareholders
and the Company, in the sole and absolute discretion of the Board of Directors
of the Company, and (ii) as between the selling shareholders, pro rata based
upon the total number of shares held by such shareholders on a fully diluted
basis. As used herein, the "Warrant Shares" shall not include Shares that have
been previously sold or that may be resold pursuant to Rule 144 promulgated
under the Act or other available exemption. Notwithstanding the foregoing, the
Company shall in no event be required to keep any such registration or
qualification in effect for a period in excess of 90 days or after two years
from the date on which the Holder purchased such Warrant Shares.

         (b) In connection with registration of securities pursuant to this
Section, the Holder shall pay all fees and expenses with respect to its shares,
including the proportionate part, based upon the number of the Holder's shares
sold in relation to all shares to be sold, of broker/dealer commissions,
underwriting discounts, the expenses of such underwriter, and fees and
disbursements of counsel of the Holder and any stock transfer taxes incurred
with respect of the Warrant Shares of the Holder. The Company shall bear all
other expenses incurred in connection with such registration statement,
including Commission filing fees.

         9. STOP TRANSFER LEGEND. Unless registered pursuant to Act, the Warrant
Shares issued upon exercise of the Warrants shall be subject to a stop transfer
order and the certificate or certificates evidencing such Warrant Shares shall
bear the following legend:

         "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
         UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY STATE
         SECURITIES LAWS AND NEITHER SUCH SECURITIES NOR ANY INTEREST THEREIN
         MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED UNLESS
         (1) A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER
         THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR (2) THE COMPANY
         RECEIVES AN OPINION OF COUNSEL TO THE HOLDER OF SUCH SECURITIES, WHICH
         COUNSEL AND OPINION ARE REASONABLY SATISFACTORY TO THE COMPANY, THAT
         SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR TRANSFERRED
         IN THE MANNER CONTEMPLATED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT
         UNDER THE ACT OR APPLICABLE STATE SECURITIES LAWS."



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         10. REPLACEMENT OF WARRANT. Upon receipt of evidence satisfactory to
the Company of the loss, theft, destruction, or mutilation of any Warrant and
(i) in the case of any such loss, theft or destruction upon delivery of
indemnity satisfactory to the Company in form and amount or, (ii) in the case of
any such mutilation upon surrender of such warrant for cancellation of the
principal office of the Company, upon reimbursement of the Company's reasonable
incidental expenses, the Company shall execute and deliver to the Holder thereof
a new Warrant of like date, tenor, and denomination.

         11. NO RIGHTS AS STOCKHOLDER. The Holder of any Warrant shall not have
solely on account of such status, any rights of a stockholder of the Company,
either at law or in equity, or to any notice of meetings of stockholders or of
any other proceedings of the Company, except as provided in this Warrant.

         12. CHOICE OF LAW. This Warrant has been negotiated and consummated in
the State of Texas and shall be construed in accordance with the laws of the
State of Texas applicable to contracts made and performed within such State,
without regard to principles governing conflicts of law.

         13. JURISDICTION. The Company irrevocably consents to the jurisdiction
of the courts of the State of Texas and of any federal court located in such
State in connection with any action or proceeding arising out of or relating to
this Warrant, any document or instrument delivered pursuant to, in connection
with or simultaneously with this Warrant, or a breach of this Warrant or any
such document or instrument. Within 30 days after such service, or such other
time as may be mutually agreed upon in writing by the attorneys for the parties
to such action or proceeding, the Company shall appear to answer such summons,
complaint or other process. Should the Company so served fail to appear or
answer within such 30-day period or such extended period, as the case may be,
the Company shall be deemed in default and judgment may be entered against the
Company for the amount as demanded in any summons, complaint or other process so
served.

         14. SEVERABILITY. Any provision contained in this Warrant which is
prohibited or unenforceable by law shall be ineffective to the extent of such
prohibition or unenforceability without invalidating the remaining provisions
contained in this Warrant.

         15. HEADINGS. The descriptive headings of the several Sections of this
Warrant are inserted for convenience only and do not constitute part of the
Warrant.

Dated:  June 29, 1998.


CITADEL TECHNOLOGY, INC.

By:     /s/ STEVEN B. SOLOMON
       ---------------------------------
         Steven B. Solomon, President



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To:  Citadel Technology, Inc.
3811 Turtle Creek Boulevard
Suite 600
Dallas, Texas  75219

ELECTION TO EXERCISE

The undersigned hereby exercises his or its rights to purchase ___________
Warrant Shares covered by the within Warrant and tenders payment herewith in the
amount of $___________ in accordance with the terms thereof, and requests that
certificates for such securities be issued in the name of, and delivered to:


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(Print Name, Address and Social Security
or Tax Identification Number)

and, if such number of Warrant Shares shall not be all the Warrant Shares
covered by the within Warrant, that a new Warrant for the balance of the Warrant
Shares covered by the within Warrant be registered in the name of, and delivered
to, the undersigned at the address stated below.

Dated:
       -------------------------

Name:

-----------------------------
(Print)

Address:

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----------------------------
(Signature)



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