Exhibit 10.8
                         CITADEL SECURITY SOFTWARE INC.
                    AMENDMENT TO AGREEMENT WITH JOE ALLBAUGH

     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 Joe M. Allbaugh ("Allbaugh").
  -------                          --------

     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,  each  of  Citadel  and  Allbaugh desire that, contingent upon the
occurrence  of  the  Closing,  Citadel  issue  to Allbaugh 100,000 shares of its
common  stock  in exchange for the termination of all outstanding obligations of
Citadel under any agreements, plan or arrangements with Allbaugh to make a bonus
payment  to Allbaugh in connection with his option to purchase 100,000 shares of
Citadel's  common  stock  dated  July  20,  2005  ("Stock  Option  Agreement");
                                                    ------------------------

  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 Allbaugh
hereby agree as follows:

  1.      Stock Options.
          -------------

               (a) Allbaugh hereby represents and warrants that, currently, he
          is entitled to receive 100,000 shares of Citadel's common stock upon
          exercise of his rights under the Stock Option Agreement. Allbaugh
          hereby agrees that he shall not exercise any of his rights to acquire
          shares of the common stock of Citadel pursuant to the Stock Option
          Agreement unless and until the Asset Purchase Agreement is terminated.
          This agreement shall not affect the other option agreements between
          Citadel and Allbaugh.

               (b) Provided the Closing occurs and effective as of the Closing:
          (i) the Stock Option Agreement will terminate and be of no further
          force or effect, and (ii) effective on the earlier of (x) the date
          requested by Allbaugh after the Closing and (y) the date that is
          immediately before the record date established for Citadel's first
          distribution to common stockholders of the proceeds of the Asset
          Purchase Agreement (which is contemplated to occur shortly after the
          expiration of the 30-day indemnification period set forth in the Asset
          Purchase Agreement), Citadel shall issue to Allbaugh 100,000 shares of
          its common stock, and Citadel shall not be required to make any bonus
          payment to Allbaugh in the amount of the exercise price of the Stock
          Option Agreement.

  2.      Effect of this Agreement.
          ------------------------

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

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

  3.      Other Provisions.
          ----------------

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


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               (b) All notices and statements with respect to this Agreement
          shall be made or delivered as set forth in the Stock Option Agreement.

               (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 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.


                            [SIGNATURE PAGE FOLLOWS]


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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/ Steven B. Solomon
Name:  Steven B. Solomon
Title:  CEO


/s/ Joe Allbaugh
Joe Allbaugh


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