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                              CONSULTANT AGREEMENT

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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

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     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")

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     commencing on the date hereof.



3.   Duties of Consultant. During the term of this Agreement, the Consultant

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     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

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     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

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     Consultant shall receive from the Company upon the signing of the

     Agreement: (a) $7,500 (the "Retainer"), which shall represent the first

     month's payment under the Agreement and (b) 38,000 shares of fully-paid

     non-assessable stock. The company agrees, at its expense, to register such

     shares in its next registration statement, to be first filed with the

     Securities and Exchange Commission no later than June 1, 2003. In addition,

     the Company shall pay Consultant on or before the 24th day of each month

     for May, June, July, August, September $7,500 plus expenses outlined in

     Section 4.



5.   Further Agreements. Because of the nature of the services being provided by

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     Consultant hereunder, Consultant acknowledges that if it may receive access

     to Confidential Information (as defined in Section 6 hereof ) and that, as

     a consultant to the Company, it will attempt to provide advice that serves

     the best interest of the Company. Because of the uniqueness of this

     relationship, the Consultant covenants and agrees that, with respect to the

     Common Stock that it receives. Consultant shall, at all times that it is

     the beneficial owner of such shares, vote such shares on all matters coming

     before it as a stockholder of the Company in the same manner as the

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