CITADEL SECURITY SOFTWARE INC
EXHIBIT 10.1
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>2
<FILENAME>ex10_1.txt
<DESCRIPTION>EXHIBIT 10.1
<TEXT>
                                  Exhibit 10.1

                              SETTLEMENT AGREEMENT
                              --------------------
                            AND MUTUAL GENERALRELEASE
                            -------------------------

     This  Release  and  Settlement  Agreement (this "Agreement") is made by and
among  Plaintiff  MEYERS ASSOCIATES, L.P. F/K/A ROAN-MEYERS ASSOCIATES, L.P. AND
F/K/A  JANSSEN-MEYERS  ASSOCIATES,  L.P.  ("MEYERS ASSOCIATES") (the term MEYERS
ASSOCIATES  shall include its parent, subsidiary, affiliate, predecessor, and/or
successor  companies,  if  any,  as  well  as  their  past and present officers,
administrators,  directors,  shareholders,  general  or  limited  partners,
representatives, agents, employees and/or attorneys, and their heirs or assigns,
if  any  (collectively,  the  "MEYERS  RELEASED  PARTIES"))  on the one hand and
Defendants  CT  HOLDINGS ENTERPRISES INC., F/K/A CT HOLDINGS, INC. F/K/A CITADEL
TECHNOLOGY,  INC.  AND  F/K/A  CITADEL  COMPUTER  SYSTEMS, INC. ("CT HOLDINGS"),
CITADEL  SECURITY  SOFTWARE,  INC.  ("CITADEL"),  STEVEN  B.  SOLOMON,  CHRIS A.
ECONOMOU,  LAWRENCE  LACERTE,  MARK  ROGERS,  PHILLIP J. ROMANO, AXEL SAWALLICH,
GEORGE  SHARP AND GILBERT GERTNER (collectively "DEFENDANTS")  on the other hand
(the  term  Defendants  shall  include  each  Defendant's  parent,  subsidiary,
affiliate,  predecessor,  and/or  successor  companies, if any, as well as their
past  and  present officers, administrators, directors, shareholders, general or
limited partners, representatives, agents, employees and/or attorneys, and their
heirs  or assigns, if any (collectively, the "CITADEL RELEASED PARTIES")), to be
effective as of the date upon which this Agreement is executed.  The signatories
to this Agreement will be referred to jointly as the "Parties" and singularly as
a  "Party."

                                    PREAMBLE
                                    --------

     WHEREAS,  MEYERS  ASSOCIATES  is  a  New  York limited partnership with its
principal  place  of  business  in  New  York,  NY;


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     WHEREAS,  CT HOLDINGS is a Delaware corporation with its principal place of
business  in  Dallas,  Texas;

     WHEREAS  Citadel  is  a  Delaware  corporation  with its principal place of
business  in  Dallas,  Texas.

     WHEREAS  STEVEN  B.  SOLOMON is an individual with his primary residence in
Dallas,  Texas.

     WHEREAS  CHRIS  A.  ECONOMOU is an individual with his primary residence in
Fort  Lauderdale,  Florida.

     WHEREAS  LAWRENCE  LACERTE  is  an individual with his primary residence in
Dallas,  Texas.

     WHEREAS  MARK  ROGERS  is  an  individual with his primary residence in San
Carlos,  California.

     WHEREAS  PHILLIP  J.  ROMANO is an individual with his primary residence in
Dallas,  Texas.

     WHEREAS  AXEL  SAWALLICH  is  an  individual  with his primary residence in
Vienna,  Austria;

     WHEREAS  GEORGE  SHARP  is  an  individual  with  his  primary residence in
Houston,  Texas;

     WHEREAS  GILBERT  GERTNER  is  an  individual with his primary residence in
Houston,  Texas;

     WHEREAS,  Meyers  Associates commenced an action against CT Holdings in the
Supreme Court of the State of New York styled Janssen-Meyers Associates, L.P. v.
                                              ----------------------------------
Citadel  Computer  Systems,  Inc.,  Index No. 60411/98 (the "First Supreme Court
--------------------------------
Action");  and


<PAGE>
     WHEREAS on or about September 22, 1998, CT Holdings  filed a Notice of
Removal of the First Supreme Court Action to the United States District Court
for the Southern District of New York and was thereafter styled Janssen-Meyers
                                                                --------------
Associates, L.P. v. Citadel Computer Systems, Inc., Civil Action No. 98 Civ.
-------------------------------------------------
6694 (S.D.N.Y)(the "First Federal Action"); and

     WHEREAS on or about July 7, 2000, Meyers and CT Holdings executed a
Settlement Term Sheet (the "Settlement Term Sheet") which settled the First
Federal Action; and

     WHEREAS on or about July 13, 2000, the United States District Court for the
Southern District of New York entered a thirty-day (30) conditional order of
dismissal of the First Federal Action based upon the parties' representation
that the First Federal Action had settled, which dismissal subsequently became
final; and

     WHEREAS, on or about August 24, 2001, Meyers filed a new action against CT
Holdings, George Sharp and Gilbert Gertner in the United States District Court
for the Southern District of New York entitled Roan/Meyers Associates, L.P. v.
                                               -------------------------------
CT Holdings, Inc., Civil Action No. 01-CV-8004 (AKH)(the "Second Federal
----------------
Action"), which action was subsequently voluntarily dismissed for lack of
subject matter jurisdiction in the United States District Court; and

     WHEREAS on or about October 26, 2001, Meyers filed a new action against CT
Holdings, George Sharp and Gilbert Gertner in the Supreme Court of the State of
New York, New York County entitled Roan/Meyers Associates, L.P. v. CT Holdings,
                                   --------------------------------------------
Inc. (Index No. 605128-01)(the "Second Supreme Court Action") alleging, inter
---
alia, that CT Holdings had breached the Settlement Term Sheet; and

     WHEREAS on or about June 9, 2004, the Supreme Court of the State of New
York (Hon. Richard B. Lowe, III, J.S.C.) entered an Order (the "June 9 Order")
in the Second Supreme Court


<PAGE>
Action granting Meyers' motion for partial summary judgment against CT Holdings
in the amount of "$3 million, without interest until the entry of judgment"; and

     WHEREAS on or about January 25, 2005, the Supreme Court of the State of New
York (Hon. Richard B. Lowe, III, J.S.C.) entered an Order (the "January 25
Order") in the Second Supreme Court Action granting Meyers' motion for
reconsideration of its June 9 Order and granting Meyers prejudgment interest on
its $3 million award from October 31, 2000 through the date of entry of
judgment; and

     WHEREAS on or about March 2, 2005, CT Holdings filed a Notice of Appeal of
the June 9, 2004 Order and the January 25, 2005 Order of the Supreme Court of
the State of New York, New York County in the Second Supreme Court Action to the
Appellate Division of the Supreme Court of New York, First Department; and

     WHEREAS on April 15, 2005, the New York County Clerk's Office entered
judgment against CT Holdings in the amount of $4,203,534.25 (the "Judgment");
and

     WHEREAS on February 28, 2006, the Appellate Division of the Supreme Court
of New York, First Department, affirmed the June 9 Order and the January 25
Order; and

          WHEREAS on April 8, 2005, Meyers Associates filed a lawsuit against
defendants CT Holdings, Citadel, Steven B. Solomon, Chris E. Economou, Lawrence
Lacerte, Mark Rodgers, Phillip J. Romano and Axel Sawallich in the Court of
Chancery of the State of Delaware in and for New Castle County entitled Meyers
                                                                        ------
Associates, L.P. f/k/a Roan/Meyers Associates, L.P. and f/k/a Janssen-Meyers
----------------------------------------------------------------------------
Associates, L.P.  v. CT Holdings, Inc. f/k/a Citadel Technology, Inc. and f/k/a
-------------------------------------------------------------------------------
Citadel Computer Systems, Inc., Citadel Security Software, Inc., Steven B.
--------------------------------------------------------------------------
Solomon, Chris A. Economou, Lawrence Lacerte, Mark Rogers, Phillip J. Romano,
-----------------------------------------------------------------------------
and Axel Sawallich; Civil Action No. 1236-N (the "Delaware Action") asserting
------------------
various claims; and


<PAGE>
     WHEREAS  the  Parties  wish  to compromise, resolve, and settle the claims,
allegations  and  causes of action which were or could have been asserted in the
First  Supreme Court Action, First Federal Action, Second Federal Action, Second
Supreme  Court  Action and Delaware Action (collectively, the "Actions") finally
and  forever,  in  order  to avoid the uncertainty, time and expense which would
accompany  the  Actions  and  without  any  admission  of  liability whatsoever;

NOW, THEREFORE, in consideration of the covenants and mutual promises and
agreements herein contained, and other valuable consideration, the sufficiency
of which is hereby acknowledged, the Parties agree as follows:

     1.0.     COMPROMISES AND EFFECTIVE DATE
              ------------------------------

          1.1.     The  Parties  hereby  agree  that  neither  the giving of any
consideration  hereunder  nor  its acceptance shall operate as or be evidence of
any  admission  of  liability  for  any claim hereby released, and further agree
that,  by  the  execution  of  this  Agreement,  the  Parties  do  not admit the
truthfulness  of  any  of  the claims or allegations made by any opposing party;
rather,  such  claims,  allegations  and  liability  have  been, and are hereby,
expressly  denied  by  each  of  the  Parties.  This Agreement has been made and
entered  into  solely  in  order to compromise and settle all claims between the
Parties,  and  the  Citadel  Released  Parties  expressly  deny  any wrongdoing.

          1.2.     This  Agreement  shall be effective as of the date upon which
it  is  executed by Bruce Meyers as President of Meyers_Janssen Securities Corp.
on  behalf of Meyers Associates and by defendant Steven B. Solomon, individually
and  on  behalf  of CT Holdings and Citadel (hereinafter, the "Effective Date").
The  failure  of  any  the  remaining  individual defendants (Chris A. Economou,
Lawrence  Lacerte,  Mark  Rogers,  Phillip  J.  Romano,  Axel


<PAGE>
Sawallich, George Sharp and Gilbert Gertner) to execute this Agreement shall not
affect  the validity of this Agreement or prevent it from being binding upon any
Parties who have signed this Agreement, but any such defendant who does not sign
this  Agreement  within  thirty  (30)  days  of  the Effective Date shall not be
released  pursuant  to Paragraph 4.1 hereof. Counsel for defendants shall make a
good  faith  effort  to  obtain  the  signatures  of defendants George Sharp and
Gilbert  Gertner  to  this  Agreement.  If,  however,  defendant George Sharp or
Gilbert  Gertner  cannot be located within thirty days with due diligence, it is
agreed  that  defendants  George  Sharp  and  Gilbert  Gertner shall be released
pursuant to Paragraph 4.1 hereof regardless of whether they sign this Agreement.

     2.0.     TOTAL SETTLEMENT AMOUNT AND PROCEDURE
              -------------------------------------

          2.1.     In  exchange  for  the  promises  and  covenants  by  MEYERS
ASSOCIATES  contained  herein,  the  receipt and sufficiency of which are hereby
acknowledged,  CITADEL  shall  pay  the  sum  of  one  million two hundred fifty
thousand  and  no/100  dollars  ($1,250,000.00) to MEYERS ASSOCIATES as follows:

               (a)     no  later  than  three  (3) business  days  after  MEYERS
ASSOCIATES  and  its legal counsel return an original Agreement executed by them
to  DEFENDANTS'  legal  counsel,  Citadel  shall pay to MEYERS ASSOCIATES' legal
counsel  two  hundred  and  fifty thousand and no/100 dollars ($250,000.00); and

               (b)     no  later  than  November  1, 2006, Citadel shall pay  to
MEYERS ASSOCIATES' legal counsel one million and no/100 dollars ($1,000,000.00).

               (c)     Such payments shall be made by: (i) good company check or
certified  check  made  payable  to "Schrader & Schoenberg, LLP as attorneys for
Meyers  Associates,  L.P."  and  delivered  by  Federal  Express  to  Schrader &
Schoenberg,  LLP,  420


<PAGE>
Lexington  Avenue,  Suite  628,  New  York,  New York 10170 (Attention: Bruce A.
Schoenberg,  Esq.)  or  (ii)  by  wire  transfer  to:

                             State Bank of Long Island
                             21-31 46th Avenue
                             Long Island City, New York 11101
                             ABA Routing No. 021401617
                             Account No.  1317002531
                             Schrader & Schoenberg Attorney Trust Account
                             Contact:  Jake Ivry  (516) 240-6200.

          2.2     The  Parties  agree  that  the  aforementioned  monetary
consideration  shall (when both payments are made and ninety-one (91) days shall
have  elapsed  since  the  date  of  Meyers  Associates'  receipt,  deposit  and
collection of the second payment as set forth in Paragraph 4.3 below) constitute
payment  in  full  for  all  claims  and causes of action that MEYERS ASSOCIATES
asserted,  could  have  asserted,  has, or may have against the CITADEL RELEASED
PARTIES,  as  well  as  for  (i) any and all attorneys' fees, expenses, costs of
court  and  any  other  unknown  fees,  costs and/or expenses incurred by MEYERS
ASSOCIATES  and/or  its  legal  counsel  in  the  Actions,  and  (ii) for MEYERS
ASSOCIATES'  releases  and  promises  contained  herein, in particular those set
forth  in  Sections  4.0  and  6.0.

     3.0.     TAX CONSEQUENCES OF SETTLEMENT AMOUNT
              -------------------------------------

          3.1.     CITADEL  shall  issue  an appropriate IRS Form-1099 to MEYERS
ASSOCIATES  for  the  amounts  paid  to  it  pursuant  to this Agreement. MEYERS
ASSOCIATES  understands  and  agrees  that the CITADEL RELEASED PARTIES have not
made any representations or warranties in this Agreement or otherwise concerning
any  tax treatment of the payments set forth herein. So long as CITADEL complies
with the provisions of Section 2.0 and the first sentence of Section 3.1, MEYERS
ASSOCIATES understands and agrees that it will be responsible for the payment of
any and all taxes, assessments, or other financial obligations, whether federal,


<PAGE>
state,  or  local,  which are legally required to be paid in connection with the
payments  set  forth  in  Section  2.0.

     4.0.     RELEASES
              --------

               4.1.     RELEASE  BY  MEYERS  ASSOCIATES.  Subject  to  and  in
consideration  of  the  receipt,  deposit and collection of both of the payments
referred  to  in  Paragraphs  2.1(a)  and 2.1(b) above, as well as the covenants
and/or promises contained herein, MEYERS ASSOCIATES, on behalf of itself and its
predecessors,  successors,  subsidiaries, affiliates, parents, and their present
and  former  owners,  operators,  employees, trustees, and beneficiaries, hereby
fully,  forever,  irrevocably  and unconditionally release, remise and discharge
the  CITADEL  RELEASED  PARTIES,  from  any and all claims, charges, complaints,
suits,  demands, actions, causes of action, suits, rights, debts, sums of money,
costs, accounts, reckonings, covenants, contracts, agreements, promises, doings,
omissions,  damages,  executions,  obligations,  liabilities,  and  expenses
(including  attorneys' fees and costs), of every kind and nature and description
whatsoever  which  they  ever  had  or  now  have,  known  or unknown, direct or
indirect, whether concealed or hidden, asserted or that might have been asserted
against  the  CITADEL  RELEASED  PARTIES  from  the  beginning of time up to and
including  the  date  of this Agreement, including claims that MEYERS ASSOCIATES
does  not  know  of  or suspect exist in its favor at the time of this Agreement
which, if known by MEYERS ASSOCIATES might have affected its settlement with and
release  of the CITADEL RELEASED PARTIES, including, but not limited to, any and
all  claims which were the subject of the Actions; from the beginning of time up
to  and  including  the date of this Agreement. This release is intended to be a
general  release  in  favor of the CITADEL RELEASED PARTIES, and as broad as the
law  allows.4.2.  RELEASE BY DEFENDANTS. For and in consideration of the payment
referenced  above,  as  well  as  the  covenants  and/or  promises


<PAGE>
contained herein,  DEFENDANTS,  on behalf  of themselves and their predecessors,
successors,  subsidiaries,  affiliates,  parents,  and  their present and former
owners,  operators,  employees, trustees, and beneficiaries, and their heirs and
assigns,  hereby fully, forever, irrevocably and unconditionally release, remise
and  discharge  the  MEYERS  RELEASED PARTIES, from any and all claims, charges,
complaints,  suits,  demands,  actions,  causes of action, suits, rights, debts,
sums  of  money,  costs, accounts, reckonings, covenants, contracts, agreements,
promises,  doings, omissions, damages, executions, obligations, liabilities, and
expenses  (including  attorneys'  fees  and costs), of every kind and nature and
description whatsoever which they ever had or now have, known or unknown, direct
or  indirect,  whether  concealed  or  hidden,  asserted or that might have been
asserted  against  the  MEYERS RELEASED PARTIES from the beginning of time up to
and  including the date of this Agreement, including claims that DEFENDANTS does
not  know  of or suspect exist in its favor at the time of this Agreement which,
if  known  by  DEFENDANTS might have affected its settlement with and release of
the  MEYERS  RELEASED PARTIES, including, but not limited to, any and all claims
which  were  the  subject  of  the Actions; from the beginning of time up to and
including  the  date of this Agreement. This release is intended to be a general
release in favor of the MEYERS RELEASED PARTIES, and as broad as the law allows.

          4.3.     LIMITATION OF RELEASE.  Notwithstanding any  statement above,
the releases referenced in Sections 4.1 and 4.2 will not become effective unless
                                                     ---
and  until  both  payments  referenced in Section 2.1 have been timely received,
deposited  and  collected by MEYERS ASSOCIATES and at least ninety-one (91) days
have  elapsed  since  Meyers  Associates' receipt, deposit and collection of the
second  payment  referenced in Section 2.1 without CT Holdings or Citadel having
filed for or being placed into bankruptcy, or having sought protection under any
similar  or  related rule of law. The Parties further acknowledge and agree that
the


<PAGE>
release  in  Sections  4.1  and  4.2  do not include any claims a Party may have
against  any other Party for a failure to comply with or breach of any provision
in  this  Agreement.

     5.0.     DISMISSAL OFACTIONS
              -------------------

          5.1.     DISMISSAL  OF  LAWSUIT.  Approximately  ninety-one  (91) days
after MEYERS ASSOCIATES receives, deposits and collects the second payment check
referenced  in  Section  2.1,  provided  that neither CT Holdings or Citadel has
filed for or been placed into bankruptcy, or sought protection under any similar
or  related  rule  of  law:

          (a)  MEYERS ASSOCIATES' and Defendants' legal counsel  shall execute a
Stipulation of Dismissal of the Delaware Action with Prejudice and without costs
or legal fees to any party in the form attached hereto as Exhibit "A." and shall
arrange  to  file  the  Stipulation  of  Dismissal  of  the Delaware Action with
Prejudice  with  the  Court;  and

          (b)  Meyers  Associates'  counsel  shall  execute  a  Satisfaction  of
Judgment  discharging  the  Judgment  entered  against CT Holdings in the Second
Supreme  Court  Action in the form attached hereto as Exhibit "B" and shall file
the  same  with  the  judgment  clerk.

          (c)     Meyers'  counsel  shall thereafter provide Defendants' counsel
with  proof  of the filing of the Stipulation of Dismissal with the Clerk of the
Court  of  the  Chancery  Court  of  the State of Delaware and the filing of the
Satisfaction  of  Judgment  with  the  New  York  County  Clerk.

          5.2     STAY OF CURRENT PROCEEDINGS.  After the first settlement check
referenced in Section 2.1 is received by MEYERS ASSOCIATES, the Parties agree to
use  their  best  efforts  to  take  no  further  actions  in  the Actions until
ninety-one  (91)  days  after November 1, 2006 or the date the second settlement
check  is  received  by  MEYERS  ASSOCIATES  (whichever  is  earlier).


<PAGE>
          5.3     FAILURE TO  FUND  SETTLEMENT.  If, for  any reason, DEFENDANTS
fail to make either of  the payments described in Section 2.1 in a timely manner
(and time shall be deemed to be of the essence), then:

               (a)     Meyers  Associates  shall be entitled the immediate entry
of judgment against Citadel in the Delaware Action in the amount of $3 million.;
and

               (b)     In addition, Meyers, at its  sole option, may declare the
releases  contained  in  Paragraph  4.1  of  this Agreement to be null and void.
MEYERS  ASSOCIATES  may not void the releases contained in Paragraph 4.1 of this
Agreement  for  any  reason other than failure to make the payments described in
Section  2.1.

               (c)     If  Citadel makes the first payment  described in Section
2.1(a) but fails to make the second payment  described in Section 2.1(b), MEYERS
ASSOCIATES shall have the right to keep the first payment.  If the first payment
is  retained after the releases contained in Paragraph 41. of this Agreement are
voided  as  described  herein,  such  payment  shall not be credited against the
Judgment  against  CT  Holdings in the Second Supreme Court Action and shall not
entitle the Defendants to any off-set or reduction in the amount of any judgment
which  may  later  be  awarded  against  any  of  them  in the Delaware Action..

               (d)     Notwithstanding  the  foregoing, Meyers Associates agrees
that in the event that Citadel fails to make either of the payments described in
Section  2.1,  the  individual defendants (Steven B. Solomon, Chris A. Economou,
Lawerence  Lacerte, Mark Rogers, Phillip J. Romano, Axel Sawallich, George Sharp
and  Gilbert Gertner), or any of them, shall have the right to cure such default
within  sixty  (60) days by paying the unpaid balance owed by Citadel under this
Agreement  plus  an  additional  two  hundred  fifty  thousand  and  no/100
($250,000.00),  and  that Meyers Associates will not attempt to execute upon any
judgment  against  Citadel  during


<PAGE>
this  cure  period.  By  way of illustration, if Citadel fails to make the first
payment  described  in Paragraph 2.1(a), the individual defendants can cure such
default by paying Meyers Associates one million five hundred thousand and 00/100
($1,500,000.00) within sixty days of when the first payment would otherwise have
been due. If Citadel makes the first payment described in Paragraph 2.1(a) above
but  fails  to  make  the  second  payment  described  in  Paragraph 2.1(b), the
individual  defendants  can  cure such default by paying one million two hundred
fifty  thousand and 00/100 dollars ($1,250,000.00) within sixty days of when the
second  payment  would  otherwise  have  been  due,  for  a  total  payment  of
($1,500,000.00).

     6.0.     MISCELLANEOUS
              -------------

          6.1.     NON-ASSIGNMENT OF CLAIMS.  Each of the Parties represents and
warrants  that:  (a) such Party is the sole and lawful owner of all right, title
and  interest in and to every claim or other matter which such party purports to
release  herein; and (b) such Party has not assigned, transferred or encumbered,
or  purported  to assign, transfer or encumber, voluntarily or involuntarily, to
any  person,  party  or entity any of the claims, demands, actions, liabilities,
obligations  or  causes  of  action  being  released hereby. Each of the Parties
further  agrees  to  indemnify  the  any  of  the other parties and to hold them
harmless  from  any  claims,  demands,  actions, liabilities, obligations and/or
causes of action previously assigned, transferred or encumbered by such Party or
any  other  damages incurred by any of the other parties by reason of the breach
of  any  of  the  representations  or  warranties  in  this  Paragraph.

          6.2.     NO  RELIANCE.  In  executing this Agreement, the Parties have
not  seen,  heard  or  relied  upon  any  promises, statements, representations,
covenants,  or warranties, whether express or implied, made by one another or by
any representative or other person or entity, except to the extent that a matter
is  expressly  stated  in  this  Agreement.  The  Parties  hereby  waive


<PAGE>
and  release  any  right  or  ability  to  seek  to  revoke, rescind, vacate, or
otherwise  avoid  the operation and effect of this Agreement on the basis of any
alleged fraudulent inducement, misrepresentation, or material omission by any of
the  Parties  or  their representatives, or on the basis of mutual or unilateral
mistake  of  fact  or law, or newly discovered information, and acknowledge that
they  are  completely  satisfied  with  this  settlement,  as  reflected in this
Agreement.

          6.3.     AUTHORITY.   The  Parties  each  expressly  represents  and
warrants  (a)  that  the execution and delivery of this Agreement (i) are within
its powers, (ii) have been duly authorized by all necessary corporate action (or
will  hereafter  be  promptly ratified as such), and (iii) do not contravene any
provision  of  any  agreements  to which it is a party or any law to which it is
subject;  (b)  that  the undersigned officers are duly authorized to execute and
deliver this Agreement (or will hereafter be promptly ratified as such); and (c)
that, upon execution and delivery, this Agreement shall be the legal, valid, and
binding  obligation  of  it  and  enforceable  in  accordance  with  its  terms.

          6.4.     ENTIRE  AGREEMENT.  This  Agreement  constitutes  the  entire
understanding  and agreement of the Parties, and supersedes prior understandings
and agreements, if any, among or between the Parties with respect to the subject
matter  hereof.  There  are  no  representations,  agreements,  arrangements  or
understandings,  oral  or  written, concerning the subject matter hereof between
and  among  the undersigned parties that are not fully expressed or incorporated
by  reference  herein.

          6.5.     AMENDMENTS.  Any modification of this Agreement or additional
obligation  assumed  by  any  Party  in  connection with this Agreement shall be
binding  only  if  evidenced  in  writing  signed by each Party or an authorized
representative  of  each  Party.


<PAGE>
Additionally,  this Agreement cannot be changed or terminated orally, but may be
changed  only  through  written  addendum  executed  by  both  Parties.

          6.6.     COUNTERPART  ORIGINALS;  FACSIMILE SIGNATURE.  This Agreement
may  be  executed in multiple counterparts and all such counterparts so executed
shall  together  be deemed to constitute one final agreement, as if one document
had been signed by all of the Parties; and each such counterpart shall be deemed
to  be an original, binding the Party subscribed thereto, and multiple signature
pages  affixed  to a single copy of this Agreement shall be deemed to be a fully
executed  original  agreement.  This  Agreement may be executed by facsimile and
such  facsimile  signatures  shall  be  accepted  as  original  signatures.

          6.7.     SEVERABILITY.  The  Parties  acknowledge and understand that,
if  any term of this Agreement other than Sections 2.1, 4.1, and/or 4.2 shall be
determined  by  a court to be illegal, invalid, unconscionable or unenforceable,
the  remaining  provisions  will  remain  effective and legally binding, and the
illegal, invalid, unconscionable or unenforceable term shall be deemed not to be
a  part of this Agreement. Should Sections 2.1, 4.1, and/or 4.2 be determined to
be  illegal,  invalid, unconscionable or unenforceable, there shall be a failure
of  consideration, and CITADEL shall be entitled to the return of the settlement
amounts  paid  to  MEYERS  ASSOCIATES  under  Section  2.1  herein.

          6.8.     BINDING  EFFECT.  This  Agreement  and the  terms, covenants,
conditions,  provisions,  obligations,  undertakings, rights and benefits hereof
shall  be binding upon, and shall inure to the benefit of, the Parties and their
respective  heirs,  executors,  administrators,  representatives,  officers,
directors,  shareholders,  predecessors,  successors,  parents,  subsidiaries,
affiliated  entities,  spouses,  agents,  attorneys,  servants,  employees,
principals,  partners,  whether


<PAGE>
limited  or  general,  and  assigns,  if any. Each of the Parties represents and
warrants that he or it has the authority to act on his or its behalf and to bind
him  or  it  to  this  Agreement.

          6.9.     EXERCISE  OF  RIGHTS.  Any  failure  or forbearance by either
Party  to  exercise  any  right  or  remedy  with respect to enforcement of this
Agreement  or  any  instrument  executed  in  connection  herewith  shall not be
construed  as a waiver of any of such Party's rights or remedies, nor shall such
failure  or  forbearance operate to modify this Agreement or such instruments in
the  absence  of  a  writing  as  provided  above.

          6.10.     NO WAIVER.  No waiver  of any of the terms of this Agreement
shall  be  valid  unless in writing and signed by all Parties to this Agreement.
The  waiver  by  any  Party  hereto of any provision of this Agreement shall not
operate  or  be construed as a waiver of any subsequent breach by any Party, nor
shall  any  waiver  operate  or  be construed as a rescission of this Agreement.

     7.0.     VOLUNTARY  AGREEMENT
              --------------------

          7.1.     The Parties acknowledge and understand that this Agreement is
a  general  release  and  waiver  contract,  and  that  this document is legally
binding.

     7.2.     The Parties hereby represent and warrant that, prior to signing
     below, each has had the opportunity to consult with legal counsel of
     his/its choice, has had a full opportunity to conduct discovery and
     investigate all claims and defenses, has read this document in its entirety
     and fully or satisfactorily understands its content and effect, and that
     he/it has not been subject to any form of duress in connection with this
     settlement, is completely satisfied with the settlement reflected in this
     Agreement, and accordingly agrees to be bound as described in this
     Agreement.

     7.3 Each of the Parties acknowledges that it has had the opportunity to
     negotiate modifications to the language of this Agreement. Accordingly, in
     any dispute regarding the interpretation or construction of this Agreement,
     no presumption will operate in favor of or against any Party hereto by
     virtue of its role in drafting or not drafting the terms and conditions set
     forth herein.

     7.4 This Agreement shall be construed and enforced in accordance with the
     internal laws of the State of New York applicable to contracts wholly
     executed and wholly to be performed in New York.


<PAGE>
     IN  WITNESS  WHEREOF,  the  parties  have  executed  this  Agreement  to be
effective  as  set  forth  in  this  Agreement.

                             MEYERS ASSOCIATES, L.P.
                       F/K/A ROAN-MEYERS ASSOCIATES, L.P.
                   AND F/K/A JANSSEN-MEYERS ASSOCIATES, L.P.:


By:  MEYERS-JANSSEN SECURITIES CORP.
       General Partner


     By:    /s/ Bruce Meyers                       Date          August 22, 2006
            Bruce Meyers, President

CT HOLDINGS ENTERPRISES, INC.
F/K/A CT HOLDINGS, INC.
F/K/A CITADEL TECHNOLOGY, INC.
AND F/K/A CITADEL COMPUTER SYSTEMS, INC.:


By:  /s/ Steven B. Solomon                         Date          August 23, 2006
PRINTED NAME: Steven B. Solomon
Title: Chief Executive Officer


CITADEL SECURITY SOFTWARE, INC.:

By:  /s/ Steven B. Solomon                         Date          August 23, 2006
PRINTED NAME: Steven B. Solomon
Title: Chief Executive Officer


STEVEN B. SOLOMON

/s/ Steven B. Solomon                              Date          August 23, 2006


<PAGE>
CHRIS A. ECONOMOU


__________________________________________                       _______________
                                                   Date


LAWRENCE  LACERTE


__________________________________________                       _______________
                                                   Date


MARK  ROGERS


__________________________________________                       _______________
                                                   Date


PHILLIP  J.  ROMANO


__________________________________________                       _______________
                                                   Date


AXEL  SAWALLICH


__________________________________________                       _______________
                                                   Date


GEORGE  SHARP


__________________________________________                       _______________
                                                   Date


<PAGE>
GILBERT  GERTNER


__________________________________________                       _______________
                                                   Date


</TEXT>
</DOCUMENT>
