CORESTAFF and Citadel Enter Into a Letter of Intent for CORESTAFF to Acquire Approximately 13% of Citadel Technology's Outstanding Stock; Includes R&D Expansion, Exclusive Licensing, Right To Acquire Additional Stock.

DALLAS--(BUSINESS WIRE)--Sept. 22, 1997--Citadel Technology Inc. (OTCBB:NOFF) today announced that it has entered into a Letter of Intent with CORESTAFF Inc. (NASDAQ:CSTF) regarding the purchase by CORESTAFF of approximately 13 percent of Citadel's outstanding common stock.

In addition, CORESTAFF's Software Services Unit, Millennium, with its development staff of over 100, will supplement Citadel's research and development activities and each company will cross-sell the other company's products or services.

Upon completion of the definitive agreement, CORESTAFF will acquire 2.5 million Citadel common shares, and an option to acquire an additional 2 million shares at prices ranging from $4 to $5 per share. In addition, CORESTAFF will be providing core technology and development services to Citadel and a CORESTAFF representative will be appointed to a seat on Citadel's board of directors. The transaction is subject to final due diligence and the negotiation of definitive agreements and is currently anticipated to be completed within two weeks.

"This is a true example of synergy in action, combining CORESTAFF's leadership position in information technology solutions with Citadel's leadership in desktop and network software products, thereby potentially creating significant new growth opportunities for both companies. Our proposed association with Citadel will become a part of our business plan and, as Citadel expands its strategic positioning in the $26 billion systems integration markets, CORESTAFF Millennium's staff will be available to support the creation of new software for Citadel," said Kenneth R. Johnsen, a 22-year veteran of IBM and now president of CORESTAFF's new systems integration and consulting business unit.

Steven B. Solomon, Citadel's president and chief executive officer, said that the "proposed transaction would benefit Citadel far beyond the investment of capital. As a worldwide company with annualized sales in excess of $1 billion, CORESTAFF'S customers represent a large opportunity for Citadel's products. Under the proposed agreement, Citadel will become an exclusive distributor of CORESTAFF's software product 'First Step,' a single sign-on system that enables users to enter a single user identification and password to gain access to disparate networks and services. 'First Step' will be further developed and integrated with Citadel's technology to create a secure desktop environment for networks and internet/intranet users."

Solomon further stated that "We're also pleased that the proposed relationship with CORESTAFF will enable Citadel to expand its research and development activities, without the loss of its existing development staff. This should significantly reduce the lead time for getting new product introductions and product upgrades to market, while also further increasing overall software quality, decreasing our product development costs, and allowing us to further focus our internal development efforts.

"This is an extraordinarily exciting step in Citadel's continuing program to position itself as a leading provider of network and desktop utilities and to align the company with leading players in the industry. The potential impact for us is far-reaching and we look forward to having CORESTAFF join other recently announced Citadel partners such as Compaq, Microsoft, and Iomega," Solomon said.

Established in 1993, CORESTAFF Inc. is one of the largest national providers of information technology (IT) services and staffing services through its two business groups: the IT Services Group, which is comprised of COMSYS Information Technology Services and the IT Solutions unit, and the Staffing Services Group, which operates under the name CORESTAFF Services. CORESTAFF operates 148 branches in 28 states, the District of Columbia, the United Kingdom and India.

Incorporated in 1992, Citadel Technology, which changed its name from Citadel Computer Systems Inc. on June 1, develops and markets computer software products to secure, manage and automate desktop and network environments. Citadel Technology products include C:/More!, TabWorks(TM), NetOFF(TM), WinShield(TM), Phantom of the Console, ServerSentry, ServerCam, and FolderBolt. Citadel can be reached at 3811 Turtle Creek Boulevard, Suite 600, Dallas, Texas 75219; phone [phone]; fax [phone], or visit the company on the World Wide web at http://www.citadel.com .

This news release contains "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Act of 1934. All statements other than statements of historical facts included in this news release, including without limitation, statements relating to the pending transaction and future product development and sales, as well as the success of new selling strategies, are forward-looking statements. Although the company believes that the expectations reflected in such forward-looking statements are reasonable, it can give no assurance that such expectations will prove correct. Important factors that could cause actual results to differ materially from the company's expectations include the possibility that CORESTAFF will not be satisfied with its due diligence review of Citadel or satisfactory agreements will not be reached. The market for PC and networked software products, competition, the effectiveness of new selling strategies, and other factors set forth in the company's filing with the Securities and Exchange Commission. -0-

Note to Editors: Citadel Technology, C:/MORE!, TabWorks, NetOFF, and WinShield are trademarks of Citadel Technology Inc., CORESTAFF's First Step Windows and Windows NT are registered trademarks of Microsoft Corp. All other products and company names are trademarks or trade names of their respective holders.

CONTACT: Citadel Technology Inc., Dallas

Steven B. Solomon, 214/520-9292