INTELLECTUAL PROPERTY SECURITY AGREEMENT
This Intellectual Property Security Agreement is entered into as of April 15, 2004 by and between COMERICA BANK
("Bank") and CITADEL SECURITY SOFTWARE, INC., a Delaware corporation ("Grantor").
Bank has agreed to make certain advances of money and to extend certain financial accommodation to
Grantor (the "Loans") in the amounts and manner set forth in that certain Loan and Security Agreement by and between Bank
and Grantor dated of even date herewith (as the same may be amended, modified or supplemented from time to time, the "Loan
Agreement"; capitalized terms used herein are used as defined in the Loan Agreement).
Bank is willing to make the Loans to Grantor, but only upon the condition, among others, that Grantor
shall grant to Bank a security interest in certain Copyrights, Trademarks and Patents to secure the obligations of Grantor under
the Loan Agreement.
Pursuant to the terms of the Loan Agreement, Grantor has granted to Bank a security interest in all of
Grantor's right, title and interest, whether presently existing or hereafter acquired, in, to and under all of the Collateral.
NOW, THEREFORE, for good and valuable consideration, receipt of which is hereby acknowledged, and intending to
be legally bound, as collateral security for the prompt and complete payment when due of its obligations under the Loan
Agreement and all other agreements now existing or hereafter arising between Grantor and Bank, Grantor hereby represents,
warrants, covenants and agrees as follows:
To secure its obligations under the Loan Agreement and under any other agreement now existing or hereafter arising
between Bank and Grantor, Grantor grants and pledges to Bank a security interest in all of Grantor's right, title and interest in, to
and under its Intellectual Property Collateral (including without limitation those Copyrights, Patents and Trademarks listed on
Schedules A, B a