Exhibit 10.7
                          AMENDMENT TO OPTION AGREEMENT

     This  agreement  of amendment (this "Amendment") is made as of November __,
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2006,  by  and  between  Citadel  Security Software Inc., a Delaware corporation
("Citadel"),  and  the  undersigned  option  holder  (the  "Optionee").
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     WHEREAS,  Citadel  and Optionee have entered into that certain Stock Option
Agreement,  dated  as of ___________, providing for the issuance of up to ______
shares  of  the  common  stock  of  Citadel  (the  "Stock  Option  Agreement");
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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");
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     WHEREAS,  conditioned  upon the closing of the transactions contemplated by
the  Asset  Purchase  Agreement,  Citadel  has  implemented a "cash-out plan" to
cash-out  options  subject  to  its  2002  Stock  Incentive Plan pursuant to the
resolution  of  its  board  of  directors (such that any holder of stock options
outstanding at the closing of a change of control may receive a payment equal to
the  difference  between  the  price  received  by stockholders in the change of
control  and  the  exercise  price  of  such holder's stock option(the "Cash-Out
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Plan").  Citadel  intends  to implement the Cash-Out Plan in connection with the
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closing  of the Asset Purchase Agreement and the subsequent distributions to its
stockholders.  As  a  result,  holders of options that remain unexercised on the
record  date  of  our initial anticipated liquidating distribution, will receive
from  Citadel, at the same time liquidating distributions are made to holders of
its  common  stock,  cash  payments  equal to the product of the total number of
shares  that were subject to such option immediately prior to the closing of the
asset  sale,  and  the amount per share then being distributed in respect of its
common  stock.  However, these cash payments will be paid only to the extent, if
any,  per  share liquidating distributions in respect of its common stock exceed
the  per  share  exercise  price  of  such  option;  and

     WHEREAS,  each  of  Citadel  and the Optionee now desire to amend the Stock
Option Agreement to permit the options that may be granted pursuant to the Stock
Option  Agreement  (the "Options"), although not subject to Citadel's 2002 Stock
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Incentive  Plan,  to  be  included  within  the  Cash-Out  Plan;

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

  1.     Amendment of the Stock Option Agreement. The Stock Option Agreement is
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hereby amended to provide that the Options may be included in the Cash-Out Plan.

  2.     No Other Changes.  Except as amended by this Amendment, the Stock
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Option Agreement shall remain in full force and effect in accordance with is
terms.


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<PAGE>
  IN WITNESS WHEREOF, the parties have executed this Amendment as of the date
first written above.

COMPANY

CITADEL SECURITY SOFTWARE, INC.

By:
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Name:
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Title:
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OPTIONEE

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Name:
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Schedule of Persons and Number of Options

Name                  Options subject to amendment

Carl Banzhof          225,000
Richard Connelly      375,000
Chris A. Economou     62,500
John A. Leide         62,500


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