Exhibit 10.3
                         CITADEL SECURITY SOFTWARE INC.
                    AMENDMENT TO AGREEMENTS WITH CARL BANZHOF

     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 Carl Banzhof ("Banzhof").
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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 Banzhof and (b) that certain Offer Letter
between Citadel and Banzhof (collectively, the "Employment Agreements"), Banzhof
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is  entitled  to  receive certain payments in connection with the closing of the
transactions  contemplated  by  the  Asset  Purchase  Agreement (the "Closing");
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     WHEREAS,  Banzhof  has,  in  connection with Citadel's entry into the Asset
Purchase  Agreement,  entered  into an offer letter, in the form attached to the
Asset  Purchase  Agreement,  with  McAfee,  Inc.  regarding  his employment with
McAfee,  Inc.  following  the  Closing  (the  "McAfee  Letter");  and
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     WHEREAS, each of Citadel and Banzhof desire to amend each of the Employment
Agreements  (and  any  similar  agreements  or  arrangements)  to  provide that,
contingent  upon  the  occurrence  of  the Closing, provided that McAfee has not
retracted or modified its offer to employ Banzhof pursuant to the McAfee Letter,
Banzhof  will  not  receive  any  payments  from  Citadel 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 Banzhof
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
McAfee, Inc. has not retracted or modified its offer to employ Banzhof pursuant
to the McAfee Letter, Banzhof will not receive any payments or benefits from
Citadel in connection with or as a result of the Closing, and Banzhof further
agrees that, following the Closing, he will not be entitled to any additional
benefits or payments under the Employment Arrangements; provided however, that
Banzhof 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 Arrangements" shall mean each of the Employment
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Agreements along with any other agreements or arrangements between Citadel and
Banzhof 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
Banzhof to issue stock to Banzhof upon the exercise of an option.

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


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               (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) Banzhof and
          his heirs and legal representatives.

               (b) 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.

               (c) 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.

               (d) 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.

               (e) 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.

               (f) 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.

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

               (h) 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/ Carl Banzhof
Carl Banzhof


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