Exhibit 10.2
                         CITADEL SECURITY SOFTWARE INC.
                  AMENDMENT TO AGREEMENTS WITH RICHARD CONNELLY

     This agreement is made and entered into as of November 3, 2006, by and
between Citadel Security Software Inc., a Delaware corporation ("Citadel"), and
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Richard Connelly ("Connelly").
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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,  under:  (a) that certain Change of Control Agreement, dated as of
December  23, 2005, between Citadel and Connelly and (b) that certain Employment
Agreement, dated as of April 1, 2003, between Citadel and Connelly as amended by
Amendment  No.  1  to  Employment Agreement, dated as of March 12, 2004, between
Citadel  and  Connelly  (collectively, the "Employment Agreements"), Connelly 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  Connelly  desire  to  amend  each  of the
Employment  Agreements  (and  any similar agreements or arrangements) to provide
that,  contingent upon the occurrence of the Closing, Connelly will receive only
the payments specified in this Amendment To Agreements With Richard Connelly  in
connection  with  the  Closing;  and

     WHEREAS,  each  of  Citadel  and  Connelly desire that, contingent upon the
occurrence  of the Closing, Citadel shall issue to Connelly 50,000 shares of its
common  stock  in exchange for the termination of all outstanding obligations of
Citadel  under the stock option agreement to purchase 50,000 shares of Citadel's
common  stock  dated  September  30, 2003 (the "50,000 Share Option Agreement");
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  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 Connelly
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
Connelly does not accept an offer of employment from McAfee, Inc. at, as of, or
in connection with the Closing, Connelly shall be entitled to receive from
Citadel, a single payment, in a lump sum, of $191,114 (which amount will not be
grossed-up) to be promptly paid to Connelly by Citadel upon the earlier to occur
of:  (i) the written request of Connelly or (ii) the one month anniversary of
the date on which the Closing occurs. Except as set forth herein, effective on
the Closing, Connelly agrees that he will not be entitled to any additional
Severance Payment, Special Severance Payment, Special Bonus Payment, Termination
upon Change of Control Amount, Bonus 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 Connelly 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 Amendment To Agreements With
Richard Connelly , "Employment Arrangements" shall mean each of the Employment
                    -----------------------
Agreements along with any other agreements or arrangements between Citadel and
Connelly 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  option agreements referenced in the
Amendment to Stock Option Agreement entered into by the parties of even date
herewith.

  2.     Stock Options.
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               (a) Connelly hereby represents and warrants that, currently, he
          is entitled to receive 50,000 shares of Citadel's common stock upon
          exercise of his rights under the Stock Option Agreement. Connelly
          hereby agrees that he shall not exercise any of his rights to acquire
          shares of the common stock of Citadel pursuant to the 50,000 Share
          Option Agreementunless and until the Asset Purchase Agreement is
          terminated. This Amendment To Agreements With Richard Connelly shall
          not affect the other option agreements between Citadel and Connelly
          referenced in the Amendment to Stock Option Agreement entered into by
          the parties of even date herewith.

               (b) Provided the Closing occurs and effective as of the Closing:
          (i) the 50,000 Share Option Agreement will terminate and be of no
          further force or effect, and (ii) effective on the earlier of (x) the
          date requested by Connelly after the Closing or (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 Connelly 50,000 shares of
          its common stock.

  3.     Post-Closing Employment.  After the Closing, Connelly will remain as an
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at-will employee of 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; provided that Citadel will pay an additional retention bonus equal
to one half of Connelly's annual base salary if Connelly remains employed by
Citadel to assist with the winding down of Citadel's business through the
earlier of March 31, 2007 or the date Citadel determines his services in
connection with the wind down are no longer required.

  4.     Effect of this Amendment To Agreements With Richard Connelly.
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               (a) Nothing contained in this Amendment To Agreements With
          Richard Connelly shall be deemed to limit Connelly'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 Amendment To
          Agreements With Richard Connelly 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 Amendment To Agreements With Richard
          Connelly shall terminate in its entirety.

  5.     Other Provisions.
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               (a) This Amendment To Agreements With Richard Connelly shall
          inure to the benefit of and be binding upon (i) Citadel and its
          successors and assigns and (ii) Connelly and his heirs and legal
          representatives.

               (b) All notices and statements with respect to this Amendment To
          Agreements With Richard Connelly shall be made or delivered as set
          forth in that certain Employment Agreement, dated as of April 1, 2003,
          between Citadel and Connelly as amended by Amendment No. 1 to
          Employment Agreement, dated as of March 12, 2004, between Citadel and
          Connelly.

               (c) This Amendment To Agreements With Richard Connelly 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 Amendment To Agreements With
          Richard Connelly .

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


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               (e) If any provision of this Amendment To Agreements With Richard
          Connelly , 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 Amendment To Agreements With Richard Connelly
          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 Amendment To Agreements With Richard Connelly 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 Amendment To Agreements With Richard Connelly 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 Amendment To Agreements With
          Richard Connelly

               (i) This Amendment To Agreements With Richard Connelly may be
          executed in several counterparts, each of which is an original. A copy
          of this Amendment To Agreements With Richard Connelly 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 Amendment
          To Agreements With Richard Connelly 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.


                            [SIGNATURE PAGE FOLLOWS]


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  IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Amendment To Agreements With Richard Connelly  as of the date first above
written.


CITADEL SECURITY SOFTWARE INC.
By: /s/ Steven B. Solomon
Name:  Steven B. Solomon
Title: CEO


/s/ Richard Connelly
Richard Connelly


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