AMENDMENT NO. 1 TO
This Amendment No. 1 to Employment Agreement (this " Agreement ") is made and entered into as of March 12, 2004, by and
between Citadel Security Software Inc., a Delaware corporation (the " Company "), and Richard Connelly (the " Employee ").
WHEREAS, the Company and the Employee have entered into an Employment Agreement between the Company and the
Employee (the " Employment Agreement "), and the Company and the Employee desire to amend the Employment Agreement
pursuant to the terms and conditions contained in this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth in this Agreement and other good and
valuable consideration, the receipt and adequacy of which are acknowledged, the parties agree as follows:
Bonus . Following a Change in Control (as defined in the Employment Agreement) of the
Company, the Employee shall have the option to require the Company to pay to the Employee a bonus in an amount equal to
the exercise price of up to 50,000 options (if vested) that the Company granted to the Employee on or about September 30, 2003.
The Bonus, if any, shall be subject to withholding for all applicable taxes.
No Further Amendment . Except as amended by this Agreement, the Employment Agreement shall
remain in full force and effect in accordance with its terms.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.
CITADEL SECURITY SOFTWARE INC.
Print Name: Richard Connelly
Address: 8750 North Central Expressway, Suite 100
Dallas, Texas 75231