Exhibit 10.7

LAWRENCE E. STEINBERG

THREE LINCOLN CENTRE

5430 LBJ Freeway, Suite 1575

Dallas, Texas 75240-2641

_____

(972) 770-2256 - Facsimile (972) 770-2210

October 21, 2003

Mr. Steven B. Solomon

President

Citadel Security Software

8750 N. Central Expressway

Suite 100

Dallas, Texas 75231

Re: Conversion of Promissory Note in the Principal Amount of $200,000 dated July 16, 2003

Dear Steve:

I would like to convert the enclosed Promissory Note in the principal amount of $200,000 with interest due as of October 21, 2003 at 8% per annum of $4,252 into common stock of Citadel Security Software, Inc. pursuant to the Promissory Note (namely, "the number of shares to be issued on conversion shall be determined by dividing outstanding indebtedness under the Note by $1.00"). Accordingly, I should receive 204,252 shares of common stock of Citadel Security Software, Inc. Also, I would appreciate Citadel registering these shares along with the 80,000 shares that I previously purchased in connection with the loan.

Thank you.

Sincerely,

/s/ Lawrence E. Steinberg

Lawrence E. Steinberg

LES: mme

Enclosure