TRANSITION SERVICES AGREEMENT
THIS TRANSITION SERVICES AGREEMENT, dated as of __________, 2002 (this Agreement), is made
by and between CT Holdings, Inc., a Delaware corporation (Parent), and Citadel Security Software Inc., a
Delaware corporation (Spinco).
WHEREAS, Parent and Spinco are parties to an Agreement and Plan of Distribution, dated as of __________,
2002 (the Distribution Agreement), pursuant to which Parent will transfer certain assets to Spinco and have
Spinco assume certain liabilities of Parent;
WHEREAS, in connection with the transactions contemplated by the Distribution Agreement, Parent and Spinco
wish to enter into this Agreement for purposes of continuity and transition; and
WHEREAS, Spinco desires to cause Parent to provide the Services set forth on Schedule A to Spinco, and
Parent is willing to provide such Services, and Parent desires to cause Spinco to provide the Services set forth on
Schedule B to Parent, and Spinco is willing to provide such Services, all on the terms and conditions set forth
NOW, THEREFORE, the parties hereto, in consideration of the premises and the mutual covenants contained
herein, agree as follows:
SECTION 1. SPECIFIC DEFINITIONS.
In addition to the terms defined elsewhere in this Agreement, as used in this Agreement, the following terms have
the respective meanings set forth below:
Applicable Rate shall mean the rate of interest per annum announced from time to time by Bank One Texas,
N.A. as its prime lending rate plus 4% per annum.
Bankruptcy Event with respect to a party shall mean the filing of an involuntary petition in bankruptcy or similar
proceeding against such party seeking its reorganization, liquidation or the appointment of a receiver, trustee or
liquidator for it or for all or substantially all of its assets, whereupon such petition shall not be dismissed within
sixty (60) days after the filing thereof, or if such party shall (i) apply for or consent in writing to the appointment of