STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT is dated effective as of September 11, 2002 between Citadel
Security Software Inc., a Delaware corporation ("Company"), and each of Lawrence E. Steinberg, Michael A.
Hershman and Ari Reubin (the "Purchasers" and individually a "Purchaser"). Except as otherwise indicated herein,
capitalized terms used herein are defined in Section 5 of this Agreement.
WHEREAS, the Company desires to issue and sell the Shares (as defined in Section 1.1 below) to the Purchaser
upon acceptance by the Company of Purchaser's subscription, and the Purchaser desires to purchase the Shares
from the Company, on the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of good and valuable consideration, the receipt and adequacy of which
are acknowledged, the parties agree as follows:
ARTICLE I -- AUTHORIZATION AND CLOSING
1.1 AUTHORIZATION. The Company authorizes the issuance and sale to Lawrence E. Steinberg of 186,000
shares of its Common Stock, par value $.01 per share (the "Shares"), Michael A. Hershman of 10,000 Shares,
and Ari Reubin of 4,000 Shares, upon Company's satisfaction that the Purchasers may purchase the Shares in
compliance with applicable laws.
1.2 PURCHASE AND SALE OF THE SHARES. At the Closing (as defined in Section 1.3 below), the
Company shall sell to the Purchasers and, subject to the terms and conditions set forth herein, Purchasers shall
purchase from the Company, the Shares at a price of one cent ($0.01) per share for an aggregate purchase price
of Two Thousand Dollars ($2,000) (the "Purchase Price").
1.3 THE CLOSING. The closing of the purchase and sale of the Shares to be purchased pursuant to Section 1.2
(the "Closing") shall take place at the offices of the Company, at 8750 North Central Expressway, Suite 100,
Dallas, Texas 75231 at 12:00 p.m. on or before September 13, 2002, or at such other place or on such other
date as may be mutually agreeable to the Company and Purchasers. Payment of the purchase price s