TABLE OF CONTENTS

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ARTICLE I		Purchase of Assets			2
1.1		Purchase of Assets			2
1.2		Excluded Assets			3
1.3		Assumed Liabilities			4
1.4		Excluded Liabilities			5
1.5		Consideration			6
1.6		Closing			9
1.7		Closing Deliveries			9
1.8		Further Assurances			10
1.9		Allocation of Purchase Price			10
ARTICLE II		Representations and Warranties of the Sellers			11
2.1		Organization			11
2.2		Authority			12
2.3		Title to Assets			12
2.4		No Violation			13
2.5		Governmental Consents			13
2.6		SEC Filings; Seller Financial Statements			14
2.7		Business Changes			15
2.8		Taxes			16
2.9		Litigation			18
2.10		Compliance with Laws			18
2.11		Permits			18
2.12		Employee Matters			18
2.13		Employee Benefit Plans; Change of Control Benefits			20
2.14		Business Contracts			21
2.15		Customers			23
2.16		Intellectual Property Rights			24
2.17		Environmental Matters			26
2.18		Competing Interests			27
2.19		Illegal Payments or Activities			28
2.20		No Misrepresentations			28
2.21		Sufficiency of Consideration			28
2.22		No Involuntary Liquidation, Insolvency, Winding-Up			28
2.23		Disclosure			29
2.24		Bulk Transfer Laws			29
2.25		Product Warranties			29
2.26		Various Agreements			30
2.27		Settlement Agreements			30
2.28		Insurance Coverage			30

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2.29		Backlog			30
2.30		Privacy of Customer Information			30
2.31		Distributors and Partners			31
2.32		Suppliers			31
2.33		Fairness Opinion Provider			31
2.34		Broker Fees			31
2.35		[Intentionally Omitted]			31
2.36		Internal Controls			31
2.37		Export Control Laws			32
2.38		[Intentionally Omitted]			32
2.39		Ordinary Course of Business			32
2.40		Remaining Proceeds			32
2.41		2006 Reorganization			32
ARTICLE III		Representations and Warranties of Buyer			33
3.1		Organization			33
3.2		Authority			33
3.3		No Violation			33
3.4		Governmental Consents			33
3.5		Disclosure			33
3.6		Financing			34
3.7		Certain Proceedings			34
3.8		Brokers Fees			34
ARTICLE IV		Covenants and Agreements			34
4.1		Conduct of Business			34
4.2		Access and Information			37
4.3		Supplemental Disclosure			38
4.4		Regulatory Filings; Reasonable Efforts			38
4.5		Publicity			40
4.6		Transaction Costs			40
4.7		No-Shop Provisions			40
4.8		Nondisclosure			43
4.9		Employee Matters			43
4.10		Tax Information			45
4.11		Proxy Statement			45
4.12		Meeting of Citadels Stockholders			46
4.13		Post-Closing Payment of Citadel Party Liabilities			47
4.14		Name Changes			48
4.15		Access to Records			49
4.16		Voluntary Self-Disclosure Proceedings			49
4.17		Buyers Certificate			49
4.18		Third Party Consents			49

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ARTICLE V		Closing Conditions			50
5.1		Conditions to Obligations of Buyer			50
5.2		Conditions to Obligations of the Sellers			52
ARTICLE VI		Indemnification			53
6.1		Indemnification of Buyer and Parent			53
6.2		Indemnification of the Citadel Parties			54
6.3		Survival			54
6.4		Notice			55
6.5		Defense of Claims			55
6.6		Amount Limitation of Indemnification			56
ARTICLE VII		Covenant Not to Compete or Solicit			57
7.1		Covenant Not to Compete			57
7.2		Covenant Not to Solicit			57
7.3		Enforcement			58
7.4		Acknowledgement of Consideration			58
7.5		Remedies			58
ARTICLE VIII		Termination, Amendment And Waiver			58
8.1		Termination			58
8.2		Effect of Termination			60
ARTICLE IX		Miscellaneous			60
9.1		Notices			60
9.2		Fees and Expenses			61
9.3		Counterparts			62
9.4		Interpretation			63
9.5		Severability			63
9.6		Binding Effect; Assignment			63
9.7		Entire Agreement, Amendment			63
9.8		Specific Performance, Remedies Not Exclusive			63
9.9		GOVERNING LAW			64
9.10		JURISDICTION AND VENUE			64
9.11		Drafting			64
9.12		Usage			64
9.13		Certain Definitions			64

ASSET PURCHASE AGREEMENT

     This Asset Purchase Agreement (the Agreement) is made and entered into as of October 2, 2006, by and between McAfee, Inc. a Delaware corporation (Parent), and McAfee Security, LLC, a Delaware limited liability company (the Buyer), Citadel Security Software Inc., a Delaware corporation (Citadel), Citadel Security Software International, LLC, a Delaware limited liability company and wholly owned subsidiary of Citadel (Citadel Sub), Canberra Operating, L.P., a Texas limited partnership of which Citadel is the general partner (Canberra LP), and Canberra, LLC, a Delaware limited liability company which is the limited partner of Canberra LP and which is a wholly owned subsidiary of Citadel (Canberra LLC). Each of Citadel, Citadel Sub and Canberra LP are a Seller and together they are the Sellers. The Sellers and Canberra LLC are each referred to as a Citadel Party and together they are the Citadel Parties.

     WHEREAS, Sellers engage in the business of providing enterprise vulnerability management and policy compliance and enforcement software solutions (such business, the Business);

     WHEREAS, Sellers desire to sell substantially all of their assets to Buyer, and Buyer desires to purchase such assets from Sellers, and Buyer wishes to assume certain identified liabilities of Sellers, all on the terms and subject to the conditions set forth in this Agreement;

     WHEREAS, other than the Assets and Excluded Assets held by Citadel Sub, Citadel owns legal title to all of the Assets and Excluded Assets, and Canberra LP owns the beneficial interests in all of the Assets and Excluded Assets;

     WHEREAS, concurrently with the execution and delivery of this Agreement, as a material inducement to Buyer and Parent to enter into this Agreement, the Chief Executive Officer of Citadel (the Citadel CEO) has entered into a consulting agreement contingent on and subject to the Closing (as defined in Section 1.6) in the form attached hereto as Exhibit A (the Independent Contractor Agreement) and the appropriate related attachments thereto;

     WHEREAS, concurrently with the execution and delivery of this Agreement, as a material inducement to Buyer and Parent to enter into this Agreement, certain employees and stockholders of Citadel (including the Persons (as defined in Section 2.9(a)) identified on Schedule 2.26) are executing and delivering support agreements (the Support Agreements) substantially in the form attached hereto as Exhibit C, to Buyer;

     WHEREAS, concurrently with the execution and delivery of this Agreement, as a material inducement to Buyer and Parent to enter into this Agreement, all holders of Citadels outstanding shares of preferred stock (the Preferred Holder Entities) have entered into an agreement in the form attached hereto as Exhibit D with Citadel (the Preferred Holder Agreement); and

     WHEREAS, concurrently with the execution and delivery of this Agreement, as a material inducement to Buyer and Parent to enter into this Agreement, each Key Employee (as defined in Section 4.9(a)) has agreed to employment with Parent pursuant to an Offer Letter, the effectiveness of which is contingent on and subject to the Closing (as defined in Section 1.6) in

the form attached hereto as Exhibit E (the Key Employee Offer Letter) and the appropriate attachments related thereto;

     NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants and agreements contained herein, the parties hereto agree as follows:

ARTICLE I
Purchase of Assets

     1.1 Purchase of Assets. At the Closing, Sellers agree to sell, transfer, assign and deliver to Buyer the Assets (as defined below), and Buyer agrees to purchase and take the Assets, on the terms and subject to the conditions set forth in this Agreement.

     Subject to the provisions of Section 1.2, the Assets means all right, title and interest to all the tangible and intangible assets of each of the Sellers (other than the Excluded Assets, as defined in Section 2.3(a)), including but not limited to all of Sellers right, title and interest in and to any of the following:

     (a) all (1) patents, patent applications of any kind, patent rights, inventions, discoveries and invention disclosures (whether or not patented) (collectively, Patents); (2) trade names, trade dress, brands, logos, packaging design, slogans, Internet domain names, all phone numbers of any Seller, registered and unregistered trademarks and service marks and related registrations and applications for registration (collectively, Marks); (3) copyrights in both published and unpublished works, including all compilations, databases and computer programs, source code, object code, manuals and other documentation and all copyright registrations and applications, and all derivatives, translations, adaptations and combinations of the above (collectively, Copyrights); (4) know-how, trade secrets, confidential or proprietary information, research in progress, knowledge, methods, algorithms, data, designs, processes, formulae, drawings, diagrams, schematics, blueprints, flow charts, models, strategies, prototypes, techniques, benchmark data, testing procedures and testing results (collectively, Trade Secrets); (5) other intellectual property rights and/or proprietary rights relating to any of the foregoing; and (6) goodwill, franchises, licenses, permits, consents, approvals, and claims of infringement against third parties (collectively, Seller Intellectual Property);