Exhibit 10.5
                         CITADEL SECURITY SOFTWARE INC.
                  AMENDMENT TO AGREEMENTS WITH ROBERT HUMPHREY

     This agreement (this "Agreement") is made and entered into as of November
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3, 2006, by and between Citadel Security Software Inc., a Delaware corporation
("Citadel"), and Robert Humphrey ("Humphrey").
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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,  under:  (a) that certain Change of Control Agreement, dated as of
December  23,  2005,  between  Citadel  and  Humphrey and (b) that certain Offer
Letter, dated as of February 9, 2005 between Citadel and Humphrey (collectively,
the  "Employment  Agreements"), Humphrey is entitled to receive certain payments
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in  connection  with  the  closing of the transactions contemplated by the Asset
Purchase  Agreement  (the  "Closing");  and
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     WHEREAS,  each  of  Citadel  and  Humphrey  desire  to  amend  each  of the
Employment  Agreements  (and  any similar agreements or arrangements) to provide
that,  contingent upon the occurrence of the Closing, Humphrey will receive only
the  payments  specified  in  this  Agreement  in  connection  with the Closing;

  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 Humphrey
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, upon the Closing, provided
Humphrey remains an employee of Citadel as of the Closing and does not accept an
offer of employment from McAfee, Inc. at, as of, or in connection with the
Closing, Humphrey shall be entitled to receive from Citadel, a single payment,
in a lump sum, of $183,169 (which amount will not be grossed-up) to be promptly
paid to Humphrey by Citadel upon the earlier to occur of:  (i) the written
request of Humphrey and (ii) the one month anniversary of the date on which the
Closing occurs. Except as set forth herein, effective on the Closing, Humphrey
agrees that he will not be entitled to any additional benefits or payments under
the Employment Arrangements; provided however, that Humphrey shall remain
entitled to any payments 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
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agreements or arrangements between Citadel and Humphrey 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 agreements, plan or arrangements with Humphrey to issue stock to Humphrey
upon the exercise of an option.


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  2.     Effect of this Agreement.
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               (a) Nothing contained in this Agreement shall be deemed to limit
          Humphrey'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) 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.

  3.     Other Provisions.
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               (a) This Agreement shall inure to the benefit of and be binding
          upon (i) Citadel and its successors and assigns and (ii) Humphrey 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 Offer Letter,
          dated as of February 9, 2005 between Citadel and Humphrey.

               (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.


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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/ Robert Humphrey
Robert Humphrey


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