Exhibit 10.1
                         CITADEL SECURITY SOFTWARE INC.
                 AMENDMENT TO AGREEMENTS WITH STEVEN B. SOLOMON

     This agreement (this "Agreement") is made and entered into as of November
                           ---------
3, 2006, by and between Citadel Security Software Inc., a Delaware corporation
("Citadel"), and Steven B. Solomon ("Solomon").
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     WHEREAS,  Citadel,  and  certain  of its subsidiaries, have entered into an
Asset  Purchase  Agreement,  dated  as of October 2, 2006, with McAfee, Inc. and
McAfee  Security  LLC  (the  "Asset  Purchase  Agreement");
                              --------------------------

     WHEREAS,  in  connection  with  the  Asset  Purchase  Agreement  and  this
Agreement,  Solomon  has  entered  into  a non-competition agreement with McAfee
dated  as  of  October  2,  2006  (the  "Non-Competition  Agreement");
                                         --------------------------

     WHEREAS,  under:  (a) that certain Change of Control Agreement, dated as of
December  23,  2005, between Citadel and Solomon and (b) that certain Employment
Agreement,  dated  as of January 1, 2002, between Citadel and Solomon as amended
by Amendment No. 1 to Employment Agreement, dated as of October 1, 2003, between
Citadel  and  Solomon  (collectively,  the  "Employment Agreements"), Solomon is
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entitled  to  receive  certain  payments  in  connection with the closing of the
transactions  contemplated  by  the  Asset  Purchase  Agreement (the "Closing");
                                                                      -------

     WHEREAS,  each of Citadel and Solomon agree to amend each of the Employment
Agreements  (and  any  similar  agreements  or  arrangements)  to  provide that,
contingent  upon  the  occurrence  of the Closing, Solomon will receive only the
payments  specified  in  this  Agreement  in  connection  with  the Closing; and

     WHEREAS,  each  of  Citadel  and  Solomon  agree  that, contingent upon the
occurrence  of  the  Closing, Citadel shall issue to Solomon 3,650,000 shares of
its  common stock in exchange for the termination of all outstanding obligations
of  Citadel  under  any  agreements,  plan or arrangements with Solomon to issue
stock  to  Solomon  upon  the exercise of an option ("Stock Option Agreements");
                                                      -----------------------

     NOW,  THEREFORE,  in consideration of the premises and the mutual covenants
and  agreements  contained herein, and for other good and valuable consideration
including  the  Non-Competition Agreement, the receipt and adequacy of which are
hereby  acknowledged,  Citadel  and  Solomon  hereby  agree  as  follows:

  1.     Amendment of Employment Arrangements.  Notwithstanding any terms
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contained therein to the contrary, each of the Employment Arrangements (as
defined below) are hereby amended to provide that, in lieu of the payments to be
received under the Employment Arrangements and in consideration of the
Non-Competition Agreement, upon the Closing, Solomon shall be entitled to
receive from Citadel, whether or not his employment with Citadel is terminated
in connection with the Closing and notwithstanding any terms contained therein
to the contrary, a single payment, in a lump sum, of $6,089,234 (which amount
will not be grossed-up) to be promptly paid to Solomon by Citadel on the earlier
to occur of: (i) January 3, 2007 or (ii) the one month anniversary of the date
on which the Closing occurs. Except as set forth herein, effective on the
Closing, Solomon agrees that he will not be entitled to any additional Severance
Payment, Special Severance Payment, Gross-Up Payment, Gross-Up Underpayment,
Termination upon Change of Control Amount, Bonus, or Option Exercise Gross-Up
Payment or similar or other special payment or benefit under the Employment
Arrangements as a result of or in connection with the Closing; provided however,
that Solomon shall remain entitled to any payments


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or benefits under the Employment Arrangements that are not directly related to
the proposed Closing (e.g., accrued bonuses, vacation pay, expense
reimbursements, etc.).  For purposes of this Agreement, "Employment
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Arrangements" shall mean each of the Employment Agreements along with any other
agreements or arrangements between Citadel and Solomon regarding employment,
bonuses, severance, payments made upon a change of control of Citadel, tax
gross-ups, benefits or similar agreements or arrangements, but shall not include
any Stock Option Agreements or any agreements or arrangements pursuant to which
Solomon has loaned money to Citadel.

  2.     Stock Options.
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               (a) Solomon hereby represents and warrants that, currently, he is
          entitled to receive 3,650,000 shares of Citadel's common stock upon
          exercise of his rights under the Stock Option Agreements. Solomon
          hereby agrees that he shall not exercise any of his rights to acquire
          shares of the common stock of Citadel pursuant to any Stock Option
          Agreement unless and until the Asset Purchase Agreement is terminated.

               (b) Provided the Closing occurs and effective as of the Closing:
          (i) each Stock Option Agreement will terminate and be of no further
          force or effect, and (ii) effective date after the Closing, Citadel
          shall issue to Solomon 3,650,000 shares of its common stock.

  3.     Post-Closing Employment.  After the Closing, Solomon has agreed to
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remain as an at-will employee of the Citadel to provide services during the wind
down phase of Citadel's operations after the Closing at his current salary (less
applicable withholding), without any bonus or severance payments provided in the
Employment Arrangements.

  4.     Effect of this Agreement.
         ------------------------

               (a) Nothing contained in this Agreement shall be deemed to limit
          Solomon's rights in his capacity as a current stockholder of the
          Citadel including his right to receive distributions on his shares of
          Citadel's common stock following the Closing or his rights in his
          capacity as a creditor of Citadel.

               (b) Except as expressly provided herein, this Agreement shall not
          be deemed to further modify or terminate any Employment Arrangement.

               (c) If the Asset Purchase Agreement is terminated in accordance
          with its terms or otherwise, this Agreement shall terminate in its
          entirety.

     5.     Other Provisions.
            ----------------

               (a) This Agreement shall inure to the benefit of and be binding
          upon (i) Citadel and its successors and assigns and (ii) Solomon and
          his heirs and legal representatives.

               (b) All notices and statements with respect to this Agreement
          shall be made or delivered as set forth in that certain Employment
          Agreement, dated as of January 1, 2002, between Citadel and Solomon,
          as amended by, Amendment No. 1 to Employment Agreement, dated as of
          October 1, 2003, between Citadel and Solomon.

               (c) This Agreement sets forth the entire present agreement of the
          parties concerning the subjects covered herein; there are no promises,
          understandings, representations, or warranties of any kind concerning
          those subjects except as expressly set forth in this Agreement.

               (d) Any modification to this Agreement must be in writing and
          signed by all parties; any attempt to modify this Agreement, orally or
          in writing, not executed by all parties will be void.

               (e) If any provision of this Agreement, or its application to
          anyone or under any circumstances, is adjudicated to be invalid or
          unenforceable in any jurisdiction, such invalidity and
          unenforceability will not affect any other provision or application of
          this Agreement which


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          can be given effect without the invalid or unenforceable provision or
          application and will not invalidate or render unenforceable such
          provision or application in any other jurisdiction.

               (f) This Agreement will be governed and interpreted under the
          laws of the United States of America and of the State of Texas as
          applied to contracts made and carried out entirely in Texas by
          residents of that state.

               (g) No failure on the part of any party to enforce any provisions
          of this Agreement will act as a waiver of the right to enforce that
          provision.

               (h) Section headings are for convenience only and shall not
          define or limit the provisions of this Agreement

               (i) This Agreement may be executed in several counterparts, each
          of which is an original. A copy of this Agreement manually signed by
          one party and transmitted to the other party by FAX or in image form
          via email shall be deemed to have been executed and delivered by the
          signing party as though an original. A photocopy of this Agreement
          shall be effective as an original for all purposes.

               (j) Capitalized terms used by not defined herein shall have the
          meanings assigned to such terms in the Employment Agreements.


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


CITADEL SECURITY SOFTWARE INC.

By: /s/ Richard Connelly
Name: Richard Connelly
Title: Chief Financial Officer


/s/ Steven B. Solomon
Steven B. Solomon


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