Exhibit 10.1


    
      

    

    
      Exhibit
        10.1

      


      PROMISSORY
        NOTE

      


      
        	 $3,000,000	
                 Dallas,
                  Texas

              	
                 As
                  of August 11,
                  2006

              


      

       

      FOR
        VALUE
        RECEIVED, the undersigned, CITADEL SECURITY SOFTWARE INC. (“Maker”), hereby
        unconditionally promises to pay to the order of Steven B. Solomon (“Payee”) at
        5420 LBJ Freeway, 16th
        Floor,
        Dallas, Texas 75240, or such other address given to Maker by Payee, the
        principal sum of Three Million Dollars ($3,000,000) in lawful money of the
        United States of America, together with interest (calculated on the basis
        of a
        365 or 366 day year, as applicable) on the unpaid principal balance from
        day to
        day remaining, computed from the date of advance until maturity at the rate
        per
        annum which shall from day to day be equal to the lesser of (a) the Maximum
        Rate, or (b) twelve percent (12%).

      


      1.    Definitions.
        When used in this Note, the following terms shall have the respective meanings
        specified herein or in the Section referred to:

      


      “Business
        Day” means a day upon which business is transacted by national banks in Dallas,
        Texas.

      


      “Change
        in Control” means a transaction in which any “person” or “group” (within the
        meaning of Section 13(d) and 14(d)(2) of the Securities Exchange Act of 1934)
        becomes the “beneficial owner” (as defined in Rule 13d-3 under the Securities
        Exchange Act of 1934), directly or indirectly, of a sufficient number of
        shares
        of all classes of stock then outstanding of Maker entitled to vote in the
        election of directors, empowering such “person” or “group” to elect a majority
        of Maker’s Board of Directors, who did not have such power before such
        transaction, a tender offer is announced for the Company’s equity securities, or
        a sale of all or substantially all of the Maker’s assets.

      


      “Contingent
        Obligation” means, as applied to any Person, any direct or indirect liability,
        contingent or otherwise, of that Person with respect to (a) any indebtedness,
        lease, dividend, letter of credit or other obligation of another, including,
        without limitation, any such obligation directly or indirectly guaranteed,
        endorsed, co-made or discounted or sold with recourse by that Person, or
        in
        respect of which that Person is otherwise directly or indirectly liable;
        (b) any
        obligations with respect to undrawn letters of credit issued for the account
        of
        that Person; and (c) all obligations arising under any interest rate, currency
        or commodity swap agreement, interest rate cap agreement, interest rate collar
        agreement, or other agreement or arrangement designated to protect a Person
        against fluctuation in interest rates, currency exchange rates or commodity
        prices; provided, however, that the term “Contingent Obligation” shall not
        include endorsements for collection or deposit in the ordinary course of
        business. The amount of any Contingent Obligation shall be deemed to be an
        amount equal to the stated or determined amount of the primary obligation
        in
        respect of which such Contingent Obligation is made or, if not stated or
        determinable, the maximum reasonably anticipated liability in respect thereof
        as
        determined by such Person in good faith; provided, however, that such amount
        shall not in any event exceed the maximum amount of the obligations under
        the
        guarantee or other support arrangement.

      


      “Event
        of
        Default” has the meaning ascribed to it in Section 6 hereof.


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      “GAAP”
        means generally accepted accounting principles, consistently applied, as
        in
        effect from time to time.

      


      “Indebtedness”
        means (without duplication) (a) all indebtedness for borrowed money or the
        deferred purchase price of property or services, including without limitation
        reimbursement and other obligations with respect to surety bonds and letters
        of
        credit, (b) all obligations evidenced by notes, bonds, debentures or similar
        instruments, (c) all capital lease obligations, and (d) all Contingent
        Obligations.

      


      “Investment”
        means any beneficial ownership of (including stock, partnership or limited
        liability company interest or other securities) any Person, or any loan,
        advance
        or capital contribution to any Person.

      


      “Loan
        Documents” means this Note, and any agreements, documents (and with respect to
        this Note, and such other agreements and documents, any modifications,
        amendments, renewals, extensions, or restatements thereof), or certificates
        at
        any time executed or delivered pursuant to the terms of this Note.

      


      “Material
        Adverse Effect” means a material adverse effect on (a) the business operations
        of Maker that effects the financial condition of Maker and its Subsidiaries
        taken as a whole, (b) the financial condition of Maker and its Subsidiaries
        taken as a whole, or (c) the ability of Maker to repay the Obligations or
        otherwise perform its obligations under the Loan Documents.

      


      “Maximum
        Rate” means, with respect to the holder hereof, the maximum non-usurious rate of
        interest which, under all legal requirements, such holder is permitted to
        contract for, charge, take, reserve, or receive on this Note. If the laws
        of the
        State of Texas are applicable for purposes of determining the “Maximum Rate,”
then such term means the “weekly ceiling” from time to time in effect under
        Texas Finance Code §303.001, as amended, as limited by Texas Finance Code
§303.009.

      


      “Obligations”
        means all indebtedness, liabilities, and obligations, of every kind and
        character, of Maker, now or hereafter existing in favor of Payee, regardless
        of
        whether the same may, prior to their acquisition by Payee, be or have been
        payable to some other person or entity, including, but not limited to, all
        indebtedness, liabilities, and obligations arising under this Note.

      


      “Permitted
        Indebtedness” means: (a) Indebtedness of Maker in favor of Payee arising under
        this Note or any other Loan Document; (b) Indebtedness existing on the date
        hereof and disclosed to Payee; (c) Indebtedness not to exceed $175,000 in
        the
        aggregate in any fiscal year of Maker secured by a lien described in clause
        (c)
        of the defined term “Permitted Liens,” provided such Indebtedness does not
        exceed the lesser of the cost or fair market value of the equipment financed
        with such Indebtedness; (d) Subordinated Debt; (e) Indebtedness to trade
        creditors incurred in the ordinary course of business and pursuant to the
        Company’s existing factoring arrangements; (f) Preferred Stock; and (g)
        extensions, refinancings and renewals of any items of Permitted Indebtedness,
        provided that the principal amount is not increased or the terms modified
        to
        impose more burdensome terms upon Maker or its Subsidiary, as the case may
        be.


      

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

       

      “Permitted
        Investment” means: (a) Investments existing on the date hereof and disclosed to
        Payee; (b) (i) Marketable direct obligations issued or unconditionally
        guaranteed by the United States of America or any agency or any State thereof
        maturing within one year from the date of acquisition thereof, (ii) commercial
        paper maturing no more than one year from the date of creation thereof and
        currently having rating of at least A-2 or P-2 from either Standard & Poor's
        Corporation or Moody's Investors Service, (iii) certificates of deposit maturing
        no more than one year from the date of investment therein, and (iv) money
        market
        accounts; (c) repurchases of stock from former employees or directors of
        Maker
        under the terms of applicable repurchase agreements (i) in an aggregate amount
        not to exceed $100,000 in any fiscal year, provided that no Event of Default
        has
        occurred, is continuing or would exist after giving effect to the repurchases,
        or (ii) in any amount where the consideration for the repurchase is the
        cancellation of indebtedness owed by such former employees to Maker regardless
        of whether an Event of Default exists; (d) Investments accepted in connection
        with Permitted Transfers; (e) Investments of Subsidiaries in or to other
        Subsidiaries or Maker and Investments by Maker in Subsidiaries not to exceed
        $175,000 in the aggregate in any fiscal year; (f) Investments not to exceed
        $175,000 in the aggregate in any fiscal year consisting of (i) travel advances
        and employee relocation loans and other employee loans and advances in the
        ordinary course of business, and (ii) loans to employees, officers or directors
        relating to the purchase of equity securities of Maker or its Subsidiaries
        pursuant to employee stock purchase plan agreements approved by Maker's Board
        of
        Directors; (g) Investments (including debt obligations) received in connection
        with the bankruptcy or reorganization of customers or suppliers and in
        settlement of delinquent obligations of, and other disputes with, customers
        or
        suppliers arising in the ordinary course of Maker's business; (h) Investments
        consisting of notes receivable of, or prepaid royalties and other credit
        extensions, to customers and suppliers who are not Affiliates, in the ordinary
        course of business, provided that this subparagraph (h) shall not apply to
        Investments of Maker in any Subsidiary; and (i) joint ventures or strategic
        alliances in the ordinary course of Maker's business consisting of the
        non-exclusive licensing of technology, the development of technology or the
        providing of technical support, provided that any cash Investments by Maker
        do
        not exceed $100,000 in the aggregate in any fiscal year. 


      “Permitted
        Liens” means the following: (a) any liens existing on the date hereof and
        disclosed to Payee, arising pursuant to the Company’s existing factoring
        arrangements, or arising under this Note or the other Loan Documents; (b)
        liens
        for
        taxes, fees, assessments or other governmental charges or levies, either
        not
        delinquent or being contested in good faith by appropriate proceedings and
        for
        which Maker maintains adequate reserves; (c) liens not to exceed $100,000
        in the
        aggregate (i) upon or in any equipment acquired, leased, or held by Maker
        or any
        of its Subsidiaries to secure the purchase price of such, or lease payments
        with
        respect to, equipment or indebtedness incurred solely for the purpose of
        financing the acquisition or lease of such equipment, or (ii) existing on
        such
        equipment at the time of its acquisition, provided that the lien is confined
        solely to the property so acquired and improvements thereon, and the proceeds
        of
        such equipment; (d) liens incurred in connection with the extension, renewal
        or
        refinancing of the indebtedness secured by Liens of the type described in
        clauses (a) through (c) above, provided that any extension, renewal or
        replacement Lien shall be limited to the property encumbered by the existing
        Lien and the principal amount of the indebtedness being extended, renewed
        or
        refinanced does not increase; (e) liens arising from judgments, decrees or
        attachments in circumstances not constituting an Event of Default; (f) liens
        in
        favor of financial institutions arising in connection with Maker's deposit
        accounts held at such institutions; (g) liens arising from, or evidenced
        by,
        precautionary Uniform Commercial Code financing statements with respect to
        operating leases entered into the ordinary course of business, provided such
        financing statements cover only the equipment subject to such operating leases;
        (h) any assignment of right to receive income resulting from Maker’s licensing
        of software in the normal course of its business to redistributors and
        resellers; and (i) other liens not described above arising in the ordinary
        course of business and not having or not reasonably likely to have a Material
        Adverse Effect. 

      


      “Permitted
        Transfer” means the conveyance, sale, lease, transfer or disposition by Maker or
        any Subsidiary of: (a) inventory in the ordinary course of business; (b)
        licenses and similar arrangements for the use of the property of Maker or
        its
        Subsidiaries in the ordinary course of business; (c) worn-out or obsolete
        equipment; or (d) other assets of Maker or its Subsidiaries which do not
        in the
        aggregate exceed $100,000 during any fiscal year. 


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      “Person”
        means any individual, sole proprietorship, partnership, limited liability
        company, joint venture, trust, unincorporated organization, association,
        corporation, institution, public benefit corporation, firm, joint stock company,
        estate, entity or governmental agency.

      


      “Preferred
        Stock” means Maker’s Series A and Series B Convertible Preferred
        Stock.

      


      “Responsible
        Officer” means an executive officer of Maker.

      


      “Subordinated
        Debt” means any debt incurred by Maker that is subordinated in writing to the
        Obligations on terms reasonably acceptable to Payee (and identified as being
        such by Maker and Payee).

      


      “Subsidiary”
        means any corporation, partnership or limited liability company or joint
        venture
        in which (a) any general partnership interest or (b) more than 50% of the
        stock,
        limited liability company interest or joint venture of which by the terms
        thereof ordinary voting power to elect the Board of Directors, managers or
        trustees of the entity, at the time as of which any determination is being
        made,
        is owned by Maker, either directly or through an Affiliate.

      


      2.    Payments.
        

      


      (a)   The
        unpaid principal of and interest upon this Note shall be payable as follows:
        (i)
        Interest, computed as aforesaid, shall accrue during the term of this Note
        and
        shall be finally due and payable on January 12, 2006 (the “Maturity Date”); and
        (ii) the unpaid principal of this Note shall be finally due and payable on
        the
        Maturity Date.

      


      (b)    Maker
        reserves the right to prepay the outstanding principal balance of this Note,
        in
        whole or in part, at any time and from time to time, together with payment
        of
        interest accrued on the amount of principal being prepaid through the date
        of
        such prepayment; provided however that, should any portion of the outstanding
        principal balance of this Note be paid prior to the Maturity Date (whether
        by
        voluntary prepayment, acceleration (by way of an Event of Default or otherwise),
        including upon a Change of Control, or otherwise), Maker shall pay to Payee,
        in
        connection with such prepayment, a prepayment fee in the amount of $500,000.
        

      


      (c)   All
        payments of principal and interest of this Note shall be made by Maker to
        Payee
        in federal or other immediately available funds. Payments made to Payee by
        Maker
        hereunder shall be applied first to accrued interest and then to
        principal.

      


      (d)   Should
        the principal of, or any installment of the principal of or interest upon,
        this
        Note become due and payable on any day other than a Business Day, the maturity
        thereof shall be extended to the next succeeding Business Day, and interest
        shall be payable with respect to such extension.

      


      (e)   All
        past
        due principal of and, to the extent permitted by applicable law, interest
        upon
        this Note shall bear interest at the Maximum Rate, or if no Maximum Rate
        is
        established by applicable law, then at the rate per annum which shall from
        day
        to day be equal to eighteen percent (18%).


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      3.    Waivers.
        Maker and each surety, endorser, guarantor, and other party ever liable for
        payment of any sums of money payable upon this Note, jointly and severally
        waive
        presentment, demand, protest, notice of protest and non-payment or other
        notice
        of default, notice of acceleration, and intention to accelerate, or other
        notice
        of any kind. 

      


      No
        waiver
        by Payee of any of its rights or remedies hereunder or under any other document
        evidencing or securing this Note or otherwise, shall be considered a waiver
        of
        any other subsequent right or remedy of Payee; no delay or omission in the
        exercise or enforcement by Payee of any rights or remedies shall ever be
        construed as a waiver of any right or remedy of Payee; and no exercise or
        enforcement of any such rights or remedies shall ever be held to exhaust
        any
        right or remedy of Payee.

      


      4.    Affirmative
        Covenants. Until full payment and performance of all Obligations, Maker will,
        unless Payee consents otherwise in writing (and without limiting any requirement
        of any other Loan Document):

      


      4.1   Good
        Standing and Government Compliance. Maker shall maintain its corporate existence
        and good standing in Delaware, shall maintain qualification and good standing
        in
        each jurisdiction in which the failure to so qualify could reasonably be
        expected to have a Material Adverse Effect. Maker shall comply, and shall
        cause
        each Subsidiary to comply, with all statutes, laws, ordinances and government
        rules and regulations to which it is subject, and shall maintain, and shall
        cause each of its Subsidiaries to maintain, in force all licenses, approvals
        and
        agreements, the loss of which or failure to comply with which would reasonably
        be expected to have a Material Adverse Effect.

       

      4.2   Certificates.
        As soon as possible and in any event within three (3) calendar days after
        becoming aware of the occurrence or existence of an Event of Default hereunder,
        Maker shall provide Payee with a written statement of a Responsible Officer
        setting forth details of the Event of Default, and the action which Maker
        has
        taken or proposes to take with respect thereto.

      


      4.3   Taxes.
        Maker shall make, and shall cause each Subsidiary to make, due and timely
        payment or deposit of all material federal, state, and local taxes, assessments,
        or contributions required of it by law, including, but not limited to, those
        laws concerning income taxes, FICA, FUTA and state disability; provided that
        Maker or a Subsidiary need not make any payment if the amount or validity
        of
        such payment is contested in good faith by appropriate proceedings and is
        reserved against (to the extent required by GAAP) by Maker. 

       

      4.4   Insurance.

      


      (a)   Maker
        shall maintain liability and other insurance in amounts and of a type that
        are
        customary to businesses similar to Maker's.

      


      (b)   All
        such
        policies of insurance shall be in such form, with such companies, and in
        such
        amounts as reasonably satisfactory to Payee. 

      


      5.    Negative
        Covenants. Until full payment and performance of all Obligations, Maker will
        not, without the prior written consent of Payee (and without limiting any
        requirement of any other Loan Documents):


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      5.1   Dispositions.
        Convey, sell, lease, license, transfer or otherwise dispose of (collectively,
        to
“Transfer”), or permit any of its Subsidiaries to Transfer, all or any part of
        its business or property, other than Permitted Transfers.

      


      5.2   Change
        in
        Control. Have a Change in Control.

      


      5.3   Encumbrances.
        Create, incur, assume or allow any lien with respect to any of its property,
        or
        assign or otherwise convey any right to receive income, including the sale
        of
        any accounts, or permit any of its Subsidiaries so to do, except for Permitted
        Liens, or covenant to any other Person that Maker in the future will refrain
        from creating, incurring, assuming or allowing any Lien with respect to any
        of
        Maker’s property except for (a) customary provisions and contracts regarding the
        non-assignability thereof, and (b) restrictions on liens with respect to
        assets
        acquired with Indebtedness and liens by clause (c) of the definition of
        Permitted Liens. 

      


      5.4   Distributions.
        Pay dividends or make any other distribution or payment on account of or
        in
        redemption, retirement or purchase of any capital stock. 

      


      5.5   Investments.
        Directly or indirectly acquire or own, or make any Investment in or to any
        Person, or permit any of its Subsidiaries so to do, other than Permitted
        Investments, or suffer or permit any Subsidiary to be a party to, or be bound
        by, an agreement that restricts such Subsidiary from paying dividends or
        otherwise distributing property to Maker.

      


      5.6   Subordinated
        Debt. Make any payment in respect of any Subordinated Debt, or permit any
        of its
        Subsidiaries to make any such payment, except in compliance with the terms
        of
        such Subordinated Debt, or amend any provision affecting Payee's rights
        contained in any documentation relating to the Subordinated Debt without
        Payee's
        prior written consent.

      


      6.    Default
        and Remedies. 

      


      (a)   An
“Event
        of Default” shall exist hereunder if any one or more of the following events
        shall occur and be continuing: (i) Maker shall fail to pay when due any
        principal of, or interest upon, this Note or the Obligation and such failure
        shall continue for a period of five (5) days after the date such amount was
        due;
        (ii) any representation or warranty made by Maker to Payee herein or in any
        of the Loan Documents shall prove to be untrue or inaccurate in any material
        respect; (iii) default shall occur in the performance of any of the
        covenants or agreements of Maker contained herein or in the Loan Documents
        and
        such default shall continue unremedied for a period of five (5) days after
        notice from Payee; (iv) default shall occur in the payment of any material
        indebtedness of Maker, or any such indebtedness shall become due before its
        stated maturity by acceleration of the maturity thereof or otherwise or shall
        become due by its terms and shall not be promptly paid or extended; (v) Maker
        shall (A) apply for or consent to the appointment of a receiver, trustee,
        intervenor, custodian or liquidator of itself or of all or a substantial
        part of
        its assets, (B) be adjudicated a bankrupt or insolvent or file a voluntary
        petition for bankruptcy or admit in writing that it is unable to pay its
        debts
        as they become due, (C) make a general assignment for the benefit of
        creditors, (D) file a petition or answer seeking reorganization or an
        arrangement with creditors or to take advantage of any bankruptcy or insolvency
        laws, or (E) file an answer admitting the material allegations of, or
        consent to, or default in answering, a petition filed against it in any
        bankruptcy, reorganization or insolvency proceeding, or take corporate action
        for the purpose of effecting any of the foregoing; (vi) an order, judgment
        or decree shall be entered by any court of competent jurisdiction or other
        competent authority approving a petition seeking reorganization of Maker
        or
        appointing a receiver, trustee, intervenor or liquidator of any such person,
        or
        of all or substantially all of its or their assets, and such order, judgment
        or
        decree shall continue unstayed and in effect for a period of thirty (30)
        days; (vii) there shall have occurred a Material Adverse Effect; or
        (viii)  any final judgment(s) for the payment of money shall be rendered
        against Maker and such judgment or judgments shall not be satisfied or
        discharged at least thirty (30) days prior to the date on which any of its
        assets could be lawfully sold to satisfy such judgments. 


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      (b)   If
        Maker
        fails or refuses to pay any part of the principal of or interest upon this
        Note
        or Obligations as the same become due, or upon the occurrence of any Event
        of
        Default hereunder or under any other agreement or instrument assuring the
        payment of this Note or executed in connection herewith, then in any such
        event
        the holder hereof may, at its option, (i) declare the entire unpaid balance
        of principal and accrued interest of the Obligation to be immediately due
        and
        payable without presentment or notice of any kind which Maker waives pursuant
        to
        Section 3 herein, (ii) trigger the prepayment fee referred to Section 2(b)
        above, (iii) reduce any claim to judgment, and/or (iv) pursue and enforce
        any of
        Payee’s rights and remedies available pursuant to any applicable law or
        agreement; provided, however, in the case of any Event of Default specified
        in
        (v) or (vi) of Section 6(a) above with respect to Maker, without any notice
        to
        Maker or any other act by Payee, principal of and interest accrued on this
        Note
        shall become immediately due and payable without presentment, demand, protest
        or
        other notice of any kind, all of which are hereby waived by Maker.

      


      7.    Usury
        Laws. Regardless of any provisions contained in this Note, the Payee shall
        never
        be deemed to have contracted for or be entitled to receive, collect, or apply
        as
        interest on the Note, any amount in excess of the Maximum Rate, and, in the
        event Payee ever receives, collects, or applies as interest any such excess,
        such amount which would be excessive interest shall be applied to the reduction
        of the unpaid principal balance of this Note, and, if the principal balance
        of
        this Note is paid in full, then any remaining excess shall forthwith be paid
        to
        Maker. In determining whether or not the interest paid or payable under any
        specific contingency exceeds the highest lawful rate, Maker and Payee shall,
        to
        the maximum extent permitted under applicable law, (a) characterize any
        non-principal payment (other than payments which are expressly designated
        as
        interest payments hereunder) as an expense, fee, or premium, rather than
        as
        interest, (b) exclude voluntary prepayments and the effect thereof, and (c)
        spread the total amount of interest throughout the entire contemplated term
        of
        this Note so that the interest rate is uniform throughout such
        term.

      


      8.    Costs.
        If
        this Note is placed in the hands of an attorney for collection, or if it
        is
        collected through any legal proceeding at law or in equity, or in bankruptcy,
        receivership or other court proceedings, Maker agrees to pay all costs of
        collection, including, but not limited to, court costs and reasonable attorneys’
fees, including all costs of appeal.

      


      9.    Notices.
        Any notice that may be given by either Maker or Payee shall be in writing
        and
        shall be deemed given upon the earlier of the time of receipt thereof by
        the
        person entitled to receive such notice, or if mailed by registered or certified
        mail or with a recognized overnight mail courier upon two (2) days after
        deposit
        with the United States Post Office or one (1) day after deposit with such
        overnight mail courier, if postage is prepaid and mailing is addressed to
        Maker
        or Payee, as the case may be, at the following addresses, or to a different
        address previously given in a written notice to the other
        party:


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      
        	 	
                To
                  Maker:

              	
                Citadel
                  Security Software Inc.

              


      

      5420
        LBJ
        Freeway, 16th
        Floor

      Dallas,
        Texas 75240

      Attention:
        Board of Directors

      


      
        	 	
                To
                  Payee:

              	
                Steven
                  B. Solomon

              


      

      5420
        LBJ
        Freeway, 16th
        Floor

      Dallas,
        Texas 75240

      


      10.   GOVERNING
        LAW. THIS INSTRUMENT AND ALL ISSUES AND CLAIMS ARISING IN CONNECTION WITH
        OR
        RELATING TO THE INDEBTEDNESS EVIDENCED HEREBY SHALL BE GOVERNED AND CONSTRUED
        IN
        ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS AND THE APPLICABLE LAWS OF
        THE
        UNITED STATES OF AMERICA.

      


      11.   ENTIRETY.
        THE PROVISIONS OF THIS NOTE AND THE LOAN DOCUMENTS MAY BE AMENDED OR REVISED
        ONLY BY AN INSTRUMENT IN WRITING SIGNED BY MAKER AND PAYEE. THIS NOTE AND
        ALL
        THE OTHER LOAN DOCUMENTS EMBODY THE FINAL, ENTIRE AGREEMENT OF MAKER AND
        PAYEE
        AND SUPERSEDE ANY AND ALL PRIOR COMMITMENTS, AGREEMENTS, REPRESENTATIONS,
        AND
        UNDERSTANDINGS, WHETHER WRITTEN OR ORAL, RELATING TO THE SUBJECT MATTER HEREOF
        AND THEREOF AND MAY NOT BE CONTRADICTED OR VARIED BY EVIDENCE OF PRIOR,
        CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OR DISCUSSIONS OF MAKER AND
        PAYEE. THERE ARE NO ORAL AGREEMENTS BETWEEN MAKER AND PAYEE. 

      


      
        	 	 	 
	 	
                MAKER:

              
	 	 	 
	 	 	 
	 	
                CITADEL
                  SECURITY SOFTWARE INC.

              
	 	 	 
	 	
                By:

              	
                /s/
                  Mark Rogers

              
	 	 	
                Name:
                  Mark Rogers 

              
	 	 	
                Title:
                  Director