This Agreement is made and entered into as of the 24th day of April, 2003, between Citadel Security Software,
Inc. and CEOcast, Inc. (the "Consultant")
In consideration of and for the mutual promises and covenants contained herein, and for other good and valuable
consideration, the receipt of which is hereby acknowledged, the parties agree as follows:
1. Purpose. The Company hereby employs the Consultant during the Term (as defined below) to render Investor
Relations services to the Company, upon the terms and conditions as set forth herein.
2. Term. This Agreement shall be effective for a six-month period (the "Term")
commencing on the date hereof.
3. Duties of Consultant. During the term of this Agreement, the Consultant shall provide to the Company those
services outlined in Exhibit A. Notwithstanding the foregoing, it is understood and acknowledged by the parties
that the Consultant: (a) shall perform its analysis and reach its conclusions about the Company independently, and
that the Company shall have no involvement therein; and (b) shall not render advice and/or services to the
Company in any manner, directly or indirectly, that is in connection with the offer or sale of securities in a capital
raising transaction or that could result in market making.
4. Expenses. The Company, upon receipt of appropriate supporting documentation, shall reimburse the
Consultant for any and all reasonable out-of-pocket expenses incurred by it in connection with services requested
by the Company, including, but not limited to, all charges for travel, printing costs and other expenses spent on
the Company's behalf. The Company shall immediately pay such expenses upon the presentation of invoices.
Consultant shall not incur more than $500 in expenses without the express consent of the Company.
5. Compensation. For services to be rendered by the Consultant hereunder, the Consultant shall receive from the
Company upon the signing of the Agreement: (a) $7,500 (the "Retaine