EXHIBIT 4.3
                       NONQUALIFIED STOCK OPTION AGREEMENT


     THIS  AGREEMENT  (this "Agreement"), effective as of [Enter Grant Date], is
made  and entered into by and between Citadel Security Software Inc., a Delaware
corporation (the "Company"), and [ Employee Name ] (the "Optionee").

     WHEREAS,  the  Company has awarded the non-qualified stock option described
                                            --------------------------
in  this  Agreement  (the  "Option")  to  the  Optionee;

     WHEREAS,  the  parties  hereto  desire to evidence in writing the terms and
conditions  of  the  Option.

     NOW,  THEREFORE,  in  consideration  of  the  foregoing  and  of the mutual
covenants  and agreements herein contained, and as an inducement to the Optionee
to continue as an employee of the Company or its subsidiaries and to promote the
success  of the business of the Company and its subsidiaries, the parties hereby
agree  as  follows:

1.     Grant  of  Option.  The  Company  hereby grants to the Optionee, upon the
       -----------------
terms  and  subject to the conditions, limitations and restrictions set forth in
this  Agreement,  and  effective  as of the date of this Agreement (the "Date of
Grant"),  an  Option  to  acquire up to [  Number of  Shares  ] shares of Common
Stock,  at  an  exercise  price per share of [  Exercise Price  ].  The Optionee
hereby  accepts  the  Option  from  the  Company.

2.     Vesting.  The  shares of Common Stock underlying the Option shall vest as
       -------
follows:
               _________ shares on ________
               _________ shares on ________
               _________ shares on ________
               _________ shares on ________
               _________ shares on ________
               _________ shares on ________
               _________ shares on ________
               _________ shares on ________
               _________ shares on ________

3.     Exercise.  In  order  to  exercise  the Option with respect to any vested
       --------
portion,  the  Optionee  shall  provide  written  notice  to  the Company at its
principal  executive office.  At the time of exercise, the Optionee shall pay to
the Company the exercise price per share set forth in Section 1 times the number
of  vested shares as to which the Option is being exercised.  The Optionee shall
make  such  payment  in  cash,  check  or  at  the  Company's option in its sole
discretion, by the delivery of shares of Common Stock having a fair market value
on  the  date  immediately  preceding  the  exercise date equal to the aggregate
exercise  price.  If  the  Option  is  exercised  in  full,  the  Optionee shall
surrender  this  Agreement  to  the  Company for cancellation.  If the Option is
exercised in part, the Optionee shall surrender this Agreement to the Company so
that  the


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Company  may make appropriate notation hereon or cancel this Agreement and issue
a new agreement representing the unexercised portion of the Option.

4.     Who  May Exercise.  The Option shall be exercisable only by the Optionee,
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except  in the case of death or disability (determined by the Company in it sole
discretion). To the extent exercisable after the Optionee's death or disability,
the  Option shall be exercised only by the Optionee (in case of a disability) or
the  Optionee's  representatives,  executors,  successors  or  beneficiaries.

5.     Expiration  of  Option.  The  Option  shall  expire,  and  shall  not  be
       ----------------------
exercisable  with  respect  to any vested portion as to which the Option has not
been  exercised,  on the first to occur of: (a) the 10th anniversary of the Date
of  Grant; (b) the tenth anniversary of the Date of Grant; (c) 30 days after the
date of termination of the Optionee's employment with the Company for any reason
other  than  death  or  disability; or (d) one year after any termination of the
Optionee's  employment  with the Company if such termination is due to the death
or  disability  of  the  Optionee.  The  Option  shall  expire, and shall not be
exercisable,  with  respect  to  any  unvested  portion,  immediately  upon  the
termination  of  the  Optionee's  employment  with  the  Company for any reason,
including  death  or  disability.

6.     Tax  Withholding.  Any  provision  of  this  Agreement  to  the  contrary
       ----------------
notwithstanding,  the  Company  may  take  such  steps  as it deems necessary or
desirable  for  the  withholding  of  any  taxes  that  it is required by law or
regulation  of  any governmental authority, federal, state or local, domestic or
foreign,  to  withhold  in  connection  with  any  of the shares of Common Stock
subject  hereto.

7.     Transfer  of  Option.  The  Optionee  shall  not, directly or indirectly,
       --------------------
sell,  transfer,  pledge,  encumber  or  hypothecate  ("Transfer")  any unvested
portion  of  the  Option  or  the  rights and privileges pertaining thereto.  In
addition,  the  Optionee  shall not, directly or indirectly, Transfer any vested
portion  of  the  Option  other  than  by  will  or  the  laws  of  descent  and
distribution.  Any  permitted transferee to whom the Optionee shall Transfer the
Option  shall  agree  to be bound by this Agreement.  Neither the Option nor the
underlying  shares  of  Common Stock is liable for or subject to, in whole or in
part, the debts, contracts, liabilities or torts of the Optionee, nor shall they
be  subject  to  garnishment,  attachment,  execution,  levy  or  other legal or
equitable  process.

8.     Certain  Legal  Restrictions.  The Company shall not be obligated to sell
       ----------------------------
or issue any shares of Common Stock upon the exercise of the Option or otherwise
unless  the  issuance and delivery of such shares shall comply with all relevant
provisions  of  law  and other legal requirements including, without limitation,
any  applicable  federal  or  state  securities laws and the requirements of any
stock  exchange  upon which shares of the Common Stock may then be listed.  As a
condition  to  the  exercise  of  the  Option  or the sale by the Company of any
additional  shares  of Common Stock to the Optionee, the Company may require the
Optionee  to  make  such  representations  and warranties as may be necessary to
assure  the  availability  of an exemption from the registration requirements of
applicable  federal  or  state securities laws.  The Company shall not be liable
for  refusing to sell or issue any shares if the Company cannot obtain authority
from  the appropriate regulatory bodies deemed by the Company to be necessary to
lawfully  sell  or  issue  such  shares.  In addition, the Company shall have no
obligation  to  the Optionee, express


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or  implied, to list, register or otherwise qualify any of the Optionee's shares
of  Common  Stock.  The  shares  of Common Stock issued upon the exercise of the
Option  may  not  be transferred except in accordance with applicable federal or
state  securities  laws.  At  the  Company's  option, the certificate evidencing
shares  of  Common  Stock  issued  to  the  Optionee may be legended as follows:

     THE  SECURITIES  REPRESENTED  BY  THIS  CERTIFICATE  HAVE  NOT  BEEN
     REGISTERED  UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER THE
     APPLICABLE  SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION AND MAY
     NOT  BE  SOLD,  ASSIGNED,  TRANSFERRED OR PLEDGED EXCEPT IN COMPLIANCE
     WITH  THE  REQUIREMENTS OF SUCH ACT AND THE APPLICABLE SECURITIES LAWS
     OF  ANY  STATE  OR  OTHER  JURISDICTION.

9.     Miscellaneous.
       -------------

     (a)     The  granting  of  the  Option  shall impose no obligation upon the
Optionee  to exercise the Option or any part thereof.  Nothing contained in this
Agreement shall affect the right of the Company to terminate the Optionee at any
time,  with  or  without  cause,  or  shall  be  deemed  to create any rights to
employment  on  the  part  of  the  Optionee.

     (b)     The  rights  and  obligations  arising under this Agreement are not
intended  to and do not affect the employment relationship that otherwise exists
between the Company and the Optionee, whether such employment relationship is at
will  or  defined  by  an  employment  contract.

     (c)     Neither  the  Optionee nor any person claiming under or through the
Optionee shall be or shall have any of the rights or privileges of a shareholder
of the Company in respect of any of the shares issuable upon the exercise of the
Option  herein unless and until certificates representing such shares shall have
been  issued  and  delivered  to  the  Optionee  or  such  Optionee's  agent.

     (d)     Any  notice  to  be  given  to  the Company under the terms of this
Agreement or any delivery of the Option to the Company shall be addressed to the
Company  at  its  principal executive offices, and any notice to be given to the
Optionee  shall  be  addressed  to  the Optionee at the address set forth in the
Company's  records,  or  at  such  other  address  for a party as such party may
hereafter designate in writing to the other.  Any such notice shall be deemed to
have  been  duly  given  if  mailed,  postage  prepaid,  addressed as aforesaid.

     (e)     Subject to the limitations in this Agreement on the transferability
by  the  Optionee  of  the Option and any shares of Common Stock, this Agreement
shall  be  binding  upon  and  inure  to  the  benefit  of  the representatives,
executors,  successors  or  beneficiaries  of  the  parties  hereto.

     (f)     The  interpretation,  performance and enforcement of this Agreement
shall  be  governed  by the laws of the State of Texas and the United States, as
applicable,  without  reference  to  the  conflict  of  laws provisions thereof.


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     (g)     If  any  provision  of  this  Agreement  is declared or found to be
illegal,  unenforceable  or void, in whole or in part, then the parties shall be
relieved of all obligations arising under such provision, but only to the extent
that  it is illegal, unenforceable or void, it being the intent and agreement of
the  parties  that  this  Agreement  shall  be  deemed amended by modifying such
provision  to  the  extent  necessary  to  make  it  legal and enforceable while
preserving  its  intent  or,  if  that is not possible, by substituting therefor
another  provision  that  is  legal  and  enforceable  and  achieves  the  same
objectives.

     (h)     All  section  titles  and  captions  in  this  Agreement  are  for
convenience  only,  shall  not  be  deemed part of this Agreement, and in no way
shall define, limit, extend or describe the scope or intent of any provisions of
this  Agreement.

     (i)     The  parties  shall execute all documents, provide all information,
and  take  or refrain from taking all actions as may be necessary or appropriate
to  achieve  the  purposes  of  this  Agreement.

     (j)     This  Agreement  constitutes the entire agreement among the parties
hereto  pertaining  to  the  subject  matter  hereof  and  supercedes  all prior
agreements  and  understandings  pertaining  thereto.

     (k)     No  failure  by  any party to insist upon the strict performance of
any  covenant, duty, agreement or condition of this Agreement or to exercise any
right  or  remedy  consequent upon a breach thereof shall constitute a waiver of
any  such  breach  or  any  other  covenant,  duty,  agreement  or  condition.

     (l)     This  Agreement  may  be  executed  in  counterparts,  all of which
together  shall  constitute  one  agreement  binding  on all the parties hereto,
notwithstanding that all such parties are not signatories to the original or the
same  counterpart.

     (m)     At  any  time  and  from  time-to-time,  the Company may execute an
instrument  providing  for modification, extension or renewal of any outstanding
option,  provided  that  no such modification, extension or renewal shall impair
the  Option  in  any  respect  without  the consent of the holder of the Option.
Except  as  provided  in  the preceding sentence, no supplement, modification or
amendment  of  this Agreement or waiver or any provision of this Agreement shall
be  binding  unless  executed  in  writing by all parties to this Agreement.  No
waiver  of  any  of  the  provisions  of this Agreement shall be deemed or shall
constitute  a  waiver  of  any  other provision of this Agreement (regardless of
whether  similar),  nor  shall  any  such  waiver constitute a continuing waiver
unless  otherwise  expressly  provided.

     (n)     In  addition to all other rights or remedies available at law or in
equity,  the  Company shall be entitled to injunctive and other equitable relief
to  prevent  or  enjoin  any  violation  of  the  provisions  of this Agreement.


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     IN  WITNESS  WHEREOF, the parties hereto have executed this Agreement as of
the  date  first  above  written.

                         COMPANY:

                         Citadel  Security  Software  Inc.

                         By:
                            ----------------------------------------
                                Steven  B.  Solomon
                                Chief  Executive  Officer


                         OPTIONEE:



                         -------------------------------------------
                         [ Optionee Name ]


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