INTELLECTUAL PROPERTY SECURITY AGREEMENT

                    INTELLECTUAL PROPERTY SECURITY AGREEMENT

     This Intellectual Property Security Agreement is entered into as of October

10, 2005 by and between Lawrence Lacerte ("Lender") and CITADEL SECURITY

SOFTWARE, INC., a Delaware corporation ("Grantor").

                                    RECITALS

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     A.     Lender 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

Lender 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).

     B.     Lender is willing to make the Loans to Grantor, but only upon the

condition, among others, that Grantor shall grant to Lender a security interest

in certain Copyrights, Trademarks and Patents to secure the obligations of

Grantor under the Loan Agreement.

     C.     Pursuant to the terms of the Loan Agreement, Grantor has granted to

Lender 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 Lender, Grantor hereby represents, warrants, covenants and agrees as

follows:

                                    AGREEMENT

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     To secure its obligations under the Loan