Exhibit 4.2


                  GUARANTY OF VALIDITY AND LIMITED PERFORMANCE



The  undersigned,  Steve  Solomon  ("Guarantor"),  is  financially interested in
Citadel  Security  Software  Inc.  ("Client"). In order to induce Allied Capital
Partners,  L.P.  ("Allied")  to  purchase  accounts  of  Client  pursuant to the
Factoring  Agreement  by  and  between  Allied  and  Client  (the  "Factoring
Agreement"),  Guarantor  hereby  personally  guarantees, warrants and represents
that  all  of its presently existing and hereinafter arising or created accounts
(as  that  term is defined by the UCC) (the "Accounts"): (i) are owned solely by
Client,  which  has  the  power  to  transfer  the Accounts and its title to the
Accounts  as  free  of  all  adverse  claims,  liens,  security  interests  and
restrictions  on  transfer,  encumbrance  or  pledge,  except  as created by the
Factoring  Agreement;  (ii)  set  forth  the correct and complete terms of sale,
which  have  not  been  and  will not be altered or amended; (iii) are valid and
owing, and all goods and services giving rise to the Accounts have been provided
or  delivered  to  the  extent  required  by Client's agreement with the Account
Debtor; (iv) will not be paid by a preference payment or fraudulent transfer (as
defined  by  the  Bankruptcy Code or the relevant law of any state); (v) are not
and  shall not become subject to a defense or claim in recoupment or setoff that
can  be asserted against Allied; (vi) are not owing by Account Debtors that were
subject  to insolvency or bankruptcy proceedings concerning which Client had any
notice  as  of  the  date the Account is or was sold, or in which Client owns an
interest  of  any  kind;  (vii)  if  purchased  by Allied, shall be reflected on
Client's  books  and  records  in  accordance with generally accepted accounting
principles  and  disclosures required by the Securities and Exchange Commission;
and  (viii)  if  purchased  by Allied, shall be evidenced by an invoice and each
such  invoice  shall  have  printed on the face thereof a statement, approved by
Allied, notifying the Account Debtor that the invoice has been sold and assigned
to  Allied  and  is payable only to Allied at its above-stated place of business
and that, if the Account is paid, the Account will be paid by the Account Debtor
in  accordance with such instructions. Guarantor also guarantees that the Client
will  at  all  times  treat each Account purchased by Allied under the Factoring
Agreement  and, all payments thereof, as the sole property of Allied and further
guarantees  the  Client's  faithful performance of its obligations arising under
paragraph  13  of  the Factoring Agreement entitled "Property of Allied/Proceeds
and  Returned  Goods  Held  in  Trust."  This  agreement  may  not be revoked by
Guarantor  without  the  written  consent  of  Allied.

Guarantor's  liability  hereunder  shall  not be affected by (a) any revocation,
release,  modification  or  settlement of all or any portion of the liability of
another  guarantor of Client's liabilities to Allied or of any Account purchased
by Allied or constituting collateral securing payment of Client's liabilities to
Allied, or (b) any modification or rearrangement of the liabilities of Client to
Allied,  effected  without  the  prior  knowledge  or  consent  of  Guarantor.

All  amounts payable hereunder are payable on demand of Allied at Dallas, Dallas
County,  Texas.  The  laws  of  the  State of Texas shall govern and control the
interpretation  and  enforcement  of  this  Guaranty.  In  the  event it becomes
necessary to file suit to collect any amounts due and owing hereunder, Allied my
recover its reasonable attorney's fees, cost of suit and interest on all amounts
owing  hereunder  at  a rate of 10% per annum it its judgment against Guarantor.
Guarantor waives notice of default, opportunity to cure, presentment and demand.

Executed on this 31st day of October, 2005


GUARANTOR:

Steve Solomon

By: /s/ Steven B. Solomon

Its: CEO