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<FORMER-CONFORMED-NAME>CYTATION COM INC
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<DESCRIPTION>CYTATION CORPORATION FORM 8K/A 1-18-2006
<TEXT>
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C.  20549

                                   FORM 8-K/A

                                 CURRENT REPORT

                       PURSUANT TO SECTION 13 OR 15(D) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

                              CYTATION CORPORATION
             (Exact Name of Registrant as Specified in its Charter)

         DELAWARE                 00114800                   16-0961436
(State  of Incorporation)    (Commission File Number)      (IRS Employer
                                                       Identification  Number)

                4902 EISENHOWER BLVD., SUITE 185, TAMPA, FL 33634
               (Address of Principal Executive Offices) (Zip Code)

                                 (813) 885-5998
              (Registrant's Telephone Number, Including Area Code)


                     251 THAMES STREET, NO. 8, BRISTOL, RI 02809
          (Former name or former address, if changed since last report)


Check  the  appropriate  box  below of the Form 8-K if the filing is intended to
simultaneously  satisfy the filing obligation of the registrant under any of the
following  provisions  (see  General  instruction  A.2.  below):

  [ ]     Written  communications  pursuant to Rule 425 under the Securities Act
          (17  CFR  230.425)

  [ ]     Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
          CFR  240.14a-12)

  [ ]     Pre-commencement  communications  pursuant  to Rule 14d-2(b) under the
          Exchange  Act  (17  CFR  240.14d-2)(b)

  [ ]     Pre-commencement  communications  pursuant  to Rule 13e-4(c) under the
          Exchange  Act  (17  CFR  240.13e-4(c)).



<PAGE>

     Unless  otherwise  indicated  or  the  context  otherwise  requires,  all
references  below in this Report on Form 8-K to "we," "us" and the "Company" are
to  Cytation Corporation, a Delaware corporation, together with its wholly-owned
subsidiaries,  DeerValley  Acquisitions  Corp.,  a Florida corporation, and Deer
Valley  Homebuilders,  Inc.,  an  Alabama  corporation.  Specific discussions or
comments  relating  to  Cytation Corporation will reference the "Company," those
relating  to  DeerValley  Acquisitions  Corp.  will  reference "DVA", and  those
relating to Deer Valley Homebuilders, Inc. will be referred to as "Deer Valley."

ITEM  1.01  ENTRY  INTO  A  MATERIAL  DEFINITIVE  AGREEMENT

     On  January  18, 2006, the Company entered into the Securities Purchase and
Share  Exchange  Agreement,  (the  "Securities  Purchase  and  Share  Exchange
Agreement")  by  and  among  the  Company, Richard A. Fisher, an individual, and
Kevin  J.  High,  certain  purchasers  of  the  Company's  Series  A Convertible
Preferred  Stock  (as  defined  below),  DVA, the shareholders of DVA, and Vicis
Capital Master Fund (the "Lender"). See Item 3.02 below for a description of the
securities  issued  and  acquired  pursuant to the Securities Purchase and Share
Exchange  Agreement.   See  also  Item  3.02 below for a description of the loan
obtained  pursuant  to  the  Securities  Purchase  and Share Exchange Agreement.

     On January 18, 2006, the Company entered into the Investor Rights Agreement
(the  "Investor  Rights  Agreement"),  by  and  among  the  Company, each of the
purchasers  of  the Company's Series A Preferred Stock, each of the shareholders
of  DVA,  and the Lender. Pursuant to the Investor Rights Agreement, the Company
(a)  has  agreed  to  register  certain  securities  for  resale,  including the
Company's shares related to the Series A Preferred Stock, the Series B Preferred
Stock,  the  Series  C  Preferred  Stock,  the  Series  A  Common Stock Purchase
Warrants,  and  the  Series  B  Common  Stock Purchase Warrants, and (b) granted
pre-emptive  rights  to  the  holders of the Company's Series A Preferred Stock.

     On  January  18,  2006,  the  Company's wholly-owned subsidiary, DeerValley
Acquisitions Corp., entered into an Earnout Agreement (the "Earnout Agreement"),
between  Deer  Valley Homebuilders, Inc., DeerValley Acquisitions Corp., and the
former  owners  of  Deer  Valley  Homebuilders,  Inc.  See Item 2.03 below for a
description  of  the  Earnout  Agreement.

     On  January  18, 2006, the Company accepted assignment of a Placement Agent
Agreement  between  DVA  and  Midtown  Partners  &  Co.,  LLC,  an  SEC and NASD
registered  broker  dealer.

     DVA,  a  wholly-owned  subsidiary  of the Company, had entered into an oral
agreement  with  Apogee  Business Consultants, Inc. to provide due diligence and
consulting  services.  Pursuant  to  such  consulting agreement, the Company has
accrued  a  fee  of  $100,000  payable  to  Apogee Business Consultants, LLC, as
payment  in  full  for  services  rendered.

     DVA,  a  wholly-owned  subsidiary  of the Company, had entered into an oral
agreement  with  Ranger Industries, Inc. to provide due diligence and consulting
services.  Pursuant  to such consulting agreement, the Company has accrued a fee
of  $100,000  fee  payable  to  Ranger  Industries, Inc., as payment in full for
services  rendered.

     See  Item  2.01,  Employment  Agreements with Named Executive Officers, for
discussion  of  employment  Agreements  entered  into  on  January  18,  2006.

<PAGE>

ITEM  2.01  COMPLETION  OF  ACQUISITION  OR  DISPOSITION  OF  ASSETS

     GENERAL;  PRINCIPAL  TERMS  OF  THE  ACQUISITION

     Pursuant to the Capital Stock Purchase Agreement dated November 1, 2005, as
amended  (the  "Capital  Stock  Purchase  Agreement"),  DeerValley  Acquisitions
Corp.,  a  wholly  owned  subsidiary of the Company, acquired, immediately after
completion of the Series A Financing and the Share Exchange, one hundred percent
(100%)  of the issued and outstanding capital stock of Deer Valley Homebuilders,
Inc.  Upon  completion  of  the  acquisition of the capital stock of Deer Valley
Homebuilders,  Inc.,  Deer  Valley  Homebuilders, Inc. became an indirect wholly
owned  subsidiary of the Company. See discussion below for a description of Deer
Valley  Homebuilders,  Inc.'s  business,  operations,  assets,  and  financial
information.

     Pursuant  to  the  terms  of  the  Capital  Stock  Purchase  Agreement, DVA
purchased one hundred percent (100%) of the issued and outstanding capital stock
of Deer Valley Homebuilders, Inc. for $6,000,000 cash.  An additional portion of
the purchase price is calculated and paid as an earnout, pursuant to the Earnout
Agreement,  based  upon the net income before taxes of Deer Valley Homebuilders,
Inc. during the next five (5) years up to a maximum of an additional $6,000,000.
There  is no material relationship between the Company or its affiliates, or any
director  or  officer  of  the Company, and any other party to the Capital Stock
Purchase  Agreement other than with respect to the transactions contemplated  in
the  Capital  Stock Purchase Agreement.  Upon completion of the acquisition, the
former  owners  of  Deer  Valley  Homebuilders,  Inc.  acquired less than a five
percent  (5%)  ownership  interest  in  Cytation  Corporation.

DESCRIPTION OF BUSINESS

     GENERAL

     Deer Valley was launched in January, 2004, and has quickly become a leading
manufacturer  of  factory  built  homes  in  the  southeastern and south central
housing  markets  in  the  United  States.  As  of  the  date of this Report, we
manufacture  all of our factory built homes from a single manufacturing facility
located  in  Guin, Alabama.  We rely upon a team of regional sales directors and
approximately  110  independent dealers to market our manufactured homes in over
80  retail  locations.  As  of  the  date  of  this  Report,  we are selling our
manufactured  homes  in 14 states through our network of independent dealers and
retail  centers.

     Deer  Valley is an Alabama corporation with its business offices located at
205  Carriage  Street,  P.O.  Box 310, Guin, Alabama 33563 and is engaged in the
production,  sale  and  marketing  of manufactured homes in the southeastern and
south  central  U.S.  housing  market.

     Each  home  that we manufacture is built and constructed in accordance with
the  federal  Manufactured Home Construction and Safety Standards promulgated by
the  U.S.  Department of Housing and Urban Development, better known as the "HUD
Code."  According to the Manufactured Housing Institute, new HUD Code homes that
were  shipped  in  November,  2005,  represented an increase of 46.7 percent, as
compared  to  shipments  made in November, 2004.  Comparing 2005 to the previous
year,  shipments  of single-section homes were up 221 percent while shipments of
multi-section  homes were down 16.6 percent.  The Manufactured Housing Institute
estimates  that hurricane-related demand for single-section homes by the Federal
Emergency  Management  Agency  ("FEMA")  accounted for roughly 40 percent of all
manufactured  homes that were shipped in November.  Our production and marketing
efforts  have  concentrated  on  multi-section homes and, as of the date of this
Report,  we  have  not  delivered  any  FEMA-related  orders.

<PAGE>

     In  recent  years, the manufactured housing industry suffered a downturn in
sales  as  a result of a tightening of credit standards, restricted availability
of retail and wholesale financing, and excessive inventory levels.  Despite this
industry  decline  that  commenced  in  calendar year 1999, we have been able to
successfully  launch  our  business  through  an  efficient  manufacturing  and
production  facility, flexible product designs, an experienced and capable sales
team,  stringent  cost  controls,  and  attention  to dealer relations, customer
satisfaction and service efforts.  Our manufactured homes are often sold as part
of  a  land-home  package  and  may  be  financed  by  a  conventional mortgage.
Multi-section homes often have an appearance that is similar to more traditional
site-built  homes  that  are  built  according  to  local building codes but are
competitively  priced  when  compared  to  a  site-built  home.

MANUFACTURING  OPERATIONS

     We  currently  produce  all  of  our  manufactured  homes  at  a  single
manufacturing  facility  consisting  of  an  approximately  118,000  square foot
facility  located  on  25.5  acres  in  Guin,  Alabama.  This  facility normally
functions on a single-shift, five-day work week basis with a capacity to produce
35  floors  per  week  or  approximately  1,750  floors  on an annual basis. Our
manufactured  homes  are constructed in accordance with the Federal Manufactured
Home  Construction  and Safety Standards ("HUD Standards"). In 2005, 100% of the
homes we produced were built to HUD Standards.

     We  plan to continue operating on a single shift, five day work week basis.
During  the fiscal year ended December 31, 2005, the Company produced an average
of  28 floor sections per week. This represented a significant increase in floor
section  production  from  the  661 floor sections that were manufactured in the
fiscal year ended December 31, 2004.

     Because  all  of  our manufactured homes are constructed in accordance with
HUD  Standards,  our  manufacturing  facility is subject to strict oversight and
monitoring  by  the  U.S.  Department  of  Housing  and Urban Development, using
independent  third-party inspection agencies for enforcement.  Each home that we
manufacture  complies  with  the  HUD  Standards and is built in our Deer Valley
facility,  under  controlled  conditions, and has a special label affixed to the
exterior  of  the  home indicating that the home has been designed, constructed,
tested  and  inspected  to  comply with stringent federal standards set forth in
these HUD Standards.  As required by the National Manufactured Home Construction
and  Safety  Standards  Act  of  1974,  each home that we manufacture may not be
shipped  from  our  factory unless it complies with HUD Standards and receives a
certification   label   from   an   independent   third-party   inspector.   Our
manufacturing  facility  must  meet performance standards for heating, plumbing,
air conditioning, thermal and electrical systems, structural design, fire safety
and  energy  efficiency.  While our manufactured homes are constructed with many
of the same components and building materials that are used in site-built homes,
we  utilize a cost-efficient assembly line manufacturing process that enables us
to  produce  a  quality  home  at  a  much  lower  cost  per  square foot than a
traditional  site-built  home.

     In  addition  to our own in-plant inspection and quality assurance program,
HUD  Standards  require  that independent inspections take place at our factory,
during  each  phase of construction by an independent monitoring contractor that
has  been  appointed  by the U.S. Department of Housing and Urban Development to
enforce  the  national  manufacturing code that has been required under U.S. law
for  manufactured  homes.

     We  manufacture  homes  that  are  designed as primary residences ready for
immediate  occupancy.  The homes, many of which are customized at our factory to
the  home  buyer's  specifications,  are constructed in one or more sections and
transported  by  independent  trucking  companies  to  dealer  locations or to a
customer's  site.

<PAGE>

     Our  homes  are  manufactured in an indoor facility which has approximately
107,516  square  feet  of  floor  space, a frame shop with 10,800 square feet, a
material shed with 23,172 square feet of space and an office facility consisting
of  11,250  square  feet  of  space.   We employ an average of 250 employees who
generally work one shift per day, five days per week.  Construction of our homes
is  based  upon an assembly line system, commencing by moving a unit through the
plant,  stopping  at  a  number  of  work  stations where various components and
sub-assemblies  are  attached.  Each  section is permanently attached to a steel
support  chassis  and  various  components  are  later  added  including floors,
interior  and  exterior  walls,  roof, cabinets, ceilings and windows.  It takes
approximately  2  days  to  complete construction of a home at our manufacturing
facility.  We  currently  have  the   capacity  to   produce  an   aggregate  of
approximately  7  floors  per day.  Once the home has been assembled and quality
review  testing  completed,  the  home  is  ready  to be transported to a dealer
location  or  for  installation  and  hookup  to  a homebuyer's utility systems.

     A  Deer  Valley home is built with residential features, including 1/2 inch
drywall,  thermopane windows, enhanced insulation, oak cabinets, cultured marble
vanities,  and  two  feet  by  six  feet  exterior  wall construction standards.

     The  extent of customization of the home performed by Deer Valley varies to
a  significant  degree  with the price of the home. In the higher price range of
the market, the home buyer is often less sensitive to the price increase that is
associated  with  significant  design  modifications  that might be desired. Our
experience  in producing a customized home on a cost-effective basis has allowed
us  to offer customized homes and provide factory provided trim-out services and
walk-through  inspections  of  the  home.

     Because  the  cost  of  transporting  a  manufactured  home is significant,
substantially  all  of  the Deer Valley's homes are sold to dealers within a 500
mile radius of our manufacturing facility. Deer Valley arranges, at the dealer's
expense,  for  the  transportation  of  finished homes to dealer locations using
independent  trucking  companies. Customary sales terms are cash--on-delivery or
guaranteed  payment  from  a  floor  plan  financing  source.  Dealers  or other
independent  installers  are responsible for placing the home on site and making
utility  hook-ups.

BACKLOG  OF  ORDERS;  SALES  POLICIES

     Substantially  all  production  is  initiated against specific orders. Deer
Valley's  backlog  of  orders for manufactured homes as of October 1, 2005 was $
8,925,000 million. In fiscal year 2005, our backlog of orders generally averaged
14  weeks  of  orders.  Dealer  orders  are  subject  to  cancellation  prior to
commencement  of  production,  and  we  do  not  consider our backlog to be firm
orders.  Because  we operate in an industry where order lead times are extremely
short,  Deer  Valley does not view backlog at any point in time to be indicative
of the level of Deer Valley's future revenues.

     Our  sales  are  made  to  dealers  either  through  floor  plan  financing
arrangements  with  a  financial  institution  or  on  a   cash  basis.  When  a
manufactured  home  is  purchased,  we  receive payment either directly from the
dealer  or  by  a  financial  institution  which  has  agreed  to finance dealer
purchases  of  our  manufactured  homes.  As  customary  in  our  industry, many
financial  institutions which finance dealer purchases require that we execute a
repurchase  agreement which provides that in the event that a dealer defaults on
its  repayment  of  the  financing  arrangement,  we  agree  to  repurchase  the
manufactured  home from the financing institution in accordance with a declining
repurchase price schedule that is mutually agreed upon.  Because we do not build
significant  inventories  of either finished goods or raw materials and initiate
production  against  a  specific  product  order,  we  do  not  have significant
inventories  and  backlog  of  product  orders.

<PAGE>

COMPONENTS

     The  principal  raw  materials  that  are  used  in  the  production  of  a
manufactured  home  include wood, wood products, panels, steel, sheetrock, vinyl
siding,  gypsum wallboard, fiberglass insulation, carpet, appliances, electrical
items,  windows,  roofing  materials,  electrical  supplies,  roof  trusses, and
plumbing  fixtures.  We believe that the raw materials used in the production of
our  manufactured  homes  are readily available from a wide variety of suppliers
and  that  the  loss  of  any  single supplier would not have a material adverse
effect  on  our  business.  Although  we  rely  upon  Odyssey Group (sheet rock,
plumbing and other assembly items), WoodPerfect (lumber suppliers), Morris Sales
Company  (lumber  and  siding,  panels), General Electric (appliances) and Owens
Corning  (insulation)  in purchasing materials to assemble our homes, we are not
dependent  on  a  single  source  of  supplier  for  component  purchases.

TRADEMARKS,  PATENTS  AND  INTELLECTUAL  PROPERTY  RIGHTS

     We  do  not rely upon any significant patent rights, licenses or franchises
under  the trademarks or patents of any other person or entity in conducting our
business.  While  Deer  Valley  utilizes the mark "Deer Valley" and "Deer Valley
Homebuilders"  as  Company trademarks in marketing its manufactured homes, we do
not  own  any  trademarks  or  patents that have been registered with the United
States  Patent and Trademark Office.  We do offer several models and brand names
for our products to our dealers and customers but have not relied upon trademark
protection  in  marketing  these  products.

PRODUCTS

     We  currently  offer  22  different  models  of  manufactured homes, with a
variety  of  decors  that  are  marketed  under  our Deer Valley brand name.  We
currently manufacture and sell multi-section manufactured homes with 100% of the
manufactured  homes  we  produced in 2005 consisting of multi-section units.  We
offer  over  16  different floor plans, ranging in size from approximately 1,560
to  2,580  square  feet  and  offer 19 different trim-out options to customize a
customer's  home.  Many  of  our   homes  are   customized  to  the  homebuyer's
specifications.  We  believe  that  our  willingness  to  offer factory trim-out
services  and  customize  floor  plans  and  design  features to match homebuyer
preferences  is a principal factor which differentiates us from our competitors.

     Each  home  typically  includes  three  to five bedrooms, a great room that
functions  as  both  a living room, family room and dining room, kitchen, two or
three bathrooms and features central air conditioning and heating, water heater,
dishwasher,  refrigerator,  microwave  and  cook top/range and oven.  We offer a
wide  range  of colors, moldings and finishes and provide optional features that
include fireplace, wood floors, and modern kitchen counter-tops.  We continue to
modify and improve the design of our manufactured homes in consultation with our
sales  representatives  and  independent  dealer  network.  We  also  utilize
computer-aided and other design methods in an effort to continuously improve the
design  of  our  manufactured homes that permit our customers to customize their
purchase.

     Deer  Valley has traditionally focused on designing manufactured homes with
features that make them comparable to site-built homes.  In addition to offering
the  consumer  optional  features  such as finished sheet rock, dishwashers, oak
cabinets  and furniture packages as well as a wide range of colors, moldings and
finishes,  Deer  Valley  generally  offers extensive customization of floor plan
designs  and  exterior  elevations  to  meet  specific  customer  preferences.

     Once  a manufactured home has been completed at our manufacturing facility,
we  utilize  an  independent  trucking company to transport the home to either a
retail sales center or a customer's site.  All transportation costs are borne by
the  independent  retailer  and  the  retailer or other independent installer is
responsible  for  placing  the manufactured home on the customer's site, joining
the  interior  and  exterior  seams  and  providing  any  utility  hookups.

<PAGE>

     The  following  table  sets  forth  the total factory homes built and sold,
square  footage,  and  retail  price  range  in  2005:

Number  of  Homes  Sold:
-----------------------

     Multi-section  Homes          1,685  floors  or  842  units
     Total  Homes                  1,685  floors  or  842  units

        Type of Homes      Square Feet     Retail Price Average (excluding land)
        -------------      -----------     -------------------------------------
      Multi-floor Homes   1,560 - 2,580              $75,000

INDEPENDENT  DEALER  NETWORK

     As  of  the  date  of  this  Report, we had approximately 110 participating
independent  dealers that are marketing our manufactured homes.  Our independent
dealers are not required to sell only homes that are manufactured by Deer Valley
and  will  typically  choose  to  offer  the  products of other manufacturers in
addition  to  those of Deer Valley.  We do not have written exclusive agreements
with our independent dealers and do not have any control over the operations of,
or  financial  interest  in, any of our independent dealers.  Deer Valley is not
dependent  on  any  single  dealer,  and  in  2005, Deer Valley's largest dealer
location  accounted  for  approximately  10%  of  our  sales.

     We  believe  that  our  independent  dealer network enables us to avoid the
substantial  investment  in  management,  capital  and  overhead associated with
company-owned  sales  centers.  Although  we  do  not rely upon exclusive dealer
arrangements, we typically rely upon a single dealer within a given geographical
market  to  distribute  our  products.  We  believe  our strategy of selling our
manufactured  homes  through  independent  dealers  helps  us to ensure that our
manufactured  homes  are  competitive  with those of other companies in terms of
quality,  consumer  acceptability,  product  design  and  price.

MARKETS  SERVED

     During  the  fiscal  year  ended  December  31,  2005, we estimate that the
percentage  of  our  revenues  by  region  was  as  follows:

Regions        Primary States     Percentage of Revenue by Region
-------------  -----------------------------------------------------------------
Southeast      Alabama,  Florida, Georgia, Kentucky,
               Mississippi, North Carolina, South Carolina and Tennessee     63%
-------------  -----------------------------------------------------------------
South Central  Louisiana, Oklahoma, Texas, Jndiama,
               Missouri Illinois and Arkansas                                37%
-------------  -----------------------------------------------------------------

     Our  manufacturing facility currently serves approximately 80 retailers and
our  sales  staff maintains and monitors our relationships with each independent
retailer  in  an  effort to maintain excellent relationships with our network of
independent  dealers.

<PAGE>

OUR  SALES  FORCE

     At  December  31,  2005,  Deer  Valley  sold  manufactured  homes  through
approximately 110 independent dealers at approximately 80 retail locations in 14
states,  principally  in  the  southeastern  and  south-central  United  States.

     Deer  Valley  markets  its  homes  through  product  promotions tailored to
specific  dealer  needs.  In addition, Deer Valley advertises in local media and
participates  in  regional  manufactured  housing  shows.

CONTINUING  OPERATIONS

     MANUFACTURED  AND  HOMES  -  INDUSTRY  OVERVIEW

     Our  manufactured  homes, built entirely in the factory, are transported to
the  site  and  installed in accordance with national HUD Standards specified by
the  U.S.  Department of Housing and Urban Development (HUD) through its Federal
Manufactured  Home  Construction  and  Safety  Standards.

     Manufactured  homes  are  constructed  in  a factory environment, utilizing
assembly  line  techniques,  which  allows for volume purchases of materials and
components  and  more  efficient use of labor. The quality of manufactured homes
has  increased  significantly,  as  producers  generally  build  with  the  same
materials  as  site-built  homes. Many features associated with site-built homes
are  included  in  manufactured  homes,  such  as  central  heating,  name brand
appliances,  carpeting,  cabinets,  walk-in   closets,  vaulted  ceilings,  wall
coverings and porches. Also, optional features include central air conditioning,
carports,  garages  and  furniture  packages.

     As  acceptance  of  manufactured  housing has increased among higher-income
buyers and financing for single-section homes has become more scarce, demand has
shifted  toward larger, multi-section homes, which accounted for 74% of industry
shipments  in  calendar  2004,  up  from  47% in calendar 1991 according to data
published  by  the  Manufactured  Housing  Institute  (MHI).

     With  respect  to  the  retail  financing of manufactured housing, interest
rates  are  generally  higher and the terms of loans shorter than for site-built
homes.  In  recent  years,  some  lenders stopped extending loans to finance the
purchase of manufactured homes.  This has had the effect of making financing for
manufactured  homes even more expensive and more difficult to obtain relative to
financing  for  site-built  homes.

     Due   to  the   difficult  financing   environment  for  chattel  financing
nationwide,  the  industry  has  been trending toward more conventional mortgage
financing  for  the  land  and  home.  Chattel  financing  is  personal property
financing  secured  only by the home and not by the underlying land on which the
home is sited. In contrast, "land and home" financing is real property financing
secured  by  the  home  and  by the underlying land on which the home is placed.

     WARRANTY,  QUALITY  CONTROL  AND  SERVICE

     Deer  Valley   endeavors   to  adhere  to  strict   quality  standards  and
continuously  refines its production procedures. In addition, in accordance with
the  construction  codes  promulgated  by  HUD,  an  independent   HUD-approved,
third-party  inspector  inspects  each  manufactured  home for compliance during
construction  at  our  manufacturing  facilities.

<PAGE>

     Deer  Valley  provides initial home buyers with a one-year limited warranty
against manufacturing defects in the home's construction. In addition, there are
often direct warranties that are provided by the manufacturers of components and
appliances.

     Deer  Valley  has  experienced  quality  assurance personnel at each of its
manufacturing  facilities to provide on-site service to dealers and home buyers.
Deer Valley continuously works to enhance its quality assurance systems, placing
high  emphasis  on  improving  the  value  and appeal of Deer Valley's homes and
reducing  consumer  warranty  claims.

     INDEPENDENT  DEALER  FINANCING

     Substantially  all  of  Deer  Valley's  independent  dealers  finance their
purchases  through "floor plan" arrangements under which a financial institution
provides the dealer with a loan for the purchase price of the home and maintains
a  security  interest in the home as collateral. In connection with a floor plan
arrangement,  the  financial  institution  which provides the independent dealer
financing  customarily  requires Deer Valley to enter into a separate repurchase
agreement  with the financial institution, under which Deer Valley is obligated,
upon  default by the independent dealer, to repurchase the home at Deer Valley's
original  invoice  price  less  cost  of all damaged/missing items, plus certain
administrative  and  shipping  expenses.  At  October  1,  2005,  Deer  Valley's
contingent  repurchase liability under floor plan financing arrangements through
independent  dealers  was  approximately $8,043,773.  While homes that have been
repurchased  by  Deer Valley under floor-plan financing arrangements are usually
sold  to  other dealers, no assurance can be given that Deer Valley will be able
to  sell  to  other  dealers homes that it may be obligated to repurchase in the
future under such floor-plan financing arrangements or that Deer Valley will not
suffer  more losses with respect to, and as a consequence of, those arrangements
than  we  have  accrued  in  our  financial  statements.

     COMPETITION

     The  manufactured  housing  industry  is  highly  competitive  at  both the
manufacturing  and  retail levels, with competition based upon numerous factors,
including  total  price to the dealer, customization to homeowners' preferences,
product  features,  quality, warranty repair service and the terms of dealer and
retail  customer  financing. Deer Valley has many competitors, ranging from very
large,  experienced  and  well  financed  companies  to  small  and  specialized
manufacturers. There are numerous firms producing manufactured and modular homes
in the southeastern and south central United States, many of which are in direct
competition  with  us. In addition, certain of Deer Valley's competitors provide
retail  customers  with  financing  from  captive  finance  subsidiaries.

     Manufactured  homes  also  compete  with  other forms of housing, including
site-built and prefabricated homes. Historically, manufactured housing has had a
price  advantage  over  these  other  forms  of  housing.   That  advantage  has
deteriorated, however, as the credit market in the manufactured housing industry
has,  at  both  the  retail  and  wholesale  levels, continued to tighten, while
interest rates for site-built houses in recent years have been at historic lows,
thus  increasing  the  competitive  pressures  on  manufactured  housing.

     The  capital  requirements  for  entry  as  a  producer in the manufactured
housing  industry  are  relatively small. However, Deer Valley believes that the
qualifications  for  obtaining  inventory  financing,  which  are based upon the
financial  strength  of  the manufacturer and each of its dealers, have recently
become  more  difficult  to  meet due to the departure of financial institutions
from  the  market  and  efforts of our competitors to add dealers to their sales
network.

<PAGE>

     Deer  Valley  believes  that  its  willingness to customize floor plans and
design features to match customer preferences, provide factory provided trim-out
and  installation  services,  and  efficient  customer  service is the principal
factor  which differentiates it from most of its competitors in the manufactured
housing  industry.

     COMPETITIVE  NICHE

     We  believe  that  we  have certain competitive advantages in our market as
described  below:

     WE  CONCENTRATE  OUR EFFORTS ON MANUFACTURING AND MARKETING TOP QUALITY HUD
CODE  HOMES

     By  focusing  our  manufacturing efforts exclusively on HUD Code homes on a
cost-effective basis and relying upon our strong network of regional independent
dealers  within  our  geographical  market,  we  have  been able to minimize our
administrative  and  marketing  expenses  while  providing  our customers with a
competitively  priced  product  that maximizes value for the purchase price paid
for  the  home.

     WE  FOCUS UPON PRODUCING A SUPERIOR QUALITY HOME, WITH ATTENTION TO DETAIL,
QUALITY  MATERIALS,  AND  SERVICE  TO  OUR  CUSTOMERS.

     By  focusing our manufacturing efforts on the fastest growing sector of the
manufactured housing industry, and by paying attention to manufacturing details,
procuring  quality  components and raw materials, and providing factory-provided
trim-out options and service capabilities to our customers, we have focused upon
servicing our customers that purchase a manufactured home from us.  By providing
factory  trim-out services and walk-through services to a customer, we have been
able  to  respond  quickly  to  customer  inquiries  to  ensure  that our retail
customers  are  satisfied  with  the  quality  of  our  home  products.

     WE PRODUCE A QUALITY MANUFACTURED HOME PRODUCT THAT IS COMPETITIVELY PRICED

     By focusing our efforts on controlling costs and maintaining a high quality
manufacturing  facility, we have been able to provide a home product that offers
a high quality product at an attractive value.  Our multi-section homes sold for
an  average retail price that ranges from $59,000 to $119,000 in 2005, excluding
land  costs.

     WE HAVE AN EXPERIENCED MANAGEMENT TEAM THAT HAS EXTENSIVE EXPERIENCE IN THE
MANUFACTURED  HOUSING  BUSINESS

     Our  management  team  is  made  up  of  seasoned  industry veterans in key
leadership  positions  whose  interests  are  closely  aligned with those of our
shareholders.  Some  of  our  senior  management  team  members  will  receive
substantial  additional payments that result from the acquisition of Deer Valley
by  the  Company,  depending  upon  the future success and profitability of Deer
Valley.

     WE  HAVE  A  STRONG  NETWORK  OF  INDEPENDENT  DEALERS

     We  have  a  strong network of independent dealers that operate in a highly
fragmented  industry  that consists of approximately 8,000 dealers in the United
States.  We  do  not own any company retail stores and do not have any financial
or  insurance-related  services  that  we  provide to our customers that can add
significant  administrative  expense  to  Deer  Valley.  We  maintain  close
relationships  with  each  of  our independent dealers and carefully monitor our
service responsibilities to the customers that purchase a manufactured home from
us.  We also provide significant volume discounts to our dealers in an effort to
maintain  a  strong  network  of  independent  dealers.

<PAGE>

     REGULATION

     Deer  Valley's manufactured homes are subject to a number of federal, state
and local laws. Construction of manufactured housing is governed by the National
Manufactured Housing Construction and Safety Standards Act of 1974 ("1974 Act").
In  1976,  HUD  issued regulations under the 1974 Act establishing comprehensive
national  construction  standards.  The  HUD  regulations  cover  all aspects of
manufactured  home  construction,  including  structural integrity, fire safety,
wind  loads,  thermal  protection,  plumbing  and  electrical.  Such regulations
preempt  conflicting  state  and  local regulations. Deer Valley's manufacturing
facilities  and the plans and specifications of its manufactured homes have been
approved  by  a  HUD-designated  inspection agency. An independent, HUD-approved
third-party  inspector  checks  each  of  Deer  Valley's  manufactured homes for
compliance  during  at  least  one  phase  of construction. In 1994, HUD amended
manufactured  home  construction  safety  standards  to  improve  the wind force
resistance  of  manufactured  homes sold for occupancy in coastal areas prone to
hurricanes.  Failure to comply with the HUD regulations could expose Deer Valley
to  a  wide  variety  of sanctions, including closing Deer Valley's plants. Deer
Valley  believes  its  manufactured  homes  meet  or  surpass  all  present  HUD
requirements.

     Manufactured,   modular   and   site-built   homes  are  all   built   with
particleboard,  paneling  and  other  products that contain formaldehyde resins.
Since  February  1985,  HUD   has  regulated   the  allowable  concentration  of
formaldehyde  in  certain  products  used  in  manufactured  homes  and requires
manufacturers  to warn purchasers concerning formaldehyde associated risks. Deer
Valley  currently  uses  materials  in  its  manufactured  homes  that  meet HUD
standards  for  formaldehyde  emissions  and  that  otherwise  comply  with  HUD
regulations  in  this  regard.  In  addition, certain components of manufactured
homes  are  subject  to  regulation  by  the  Consumer Product Safety Commission
("CPSC") which is empowered to ban the use of component materials believed to be
hazardous  to  health  and  to  require  the  manufacturer  to repair defects in
components of its homes. The CPSC, the Environmental Protection Agency and other
governmental  agencies  are  evaluating the effects of formaldehyde. In February
1983,  the  Federal Trade Commission adopted regulations requiring disclosure of
manufactured  home's  insulation  specifications.

     Deer  Valley's  manufactured  and  modular  homes are also subject to local
zoning  and  housing  regulations.  A  number of states require manufactured and
modular  home  producers  to  post  bonds to ensure the satisfaction of consumer
warranty  claims.  A  number  of  states  have  adopted procedures governing the
installation  of manufactured and modular homes. Utility connections are subject
to  state and local regulation, and must be complied with by the dealer or other
person  installing  the  home.

     RISK  FACTORS

     The  ownership  of  our  common  stock  involves  a  number  of  risks  and
uncertainties.  You should carefully consider the following risks, together with
the information provided elsewhere in this Report. The risks described below are
not  the  only ones facing us. Additional risks that are currently unknown to us
or  that  we currently consider to be immaterial may also impair our business or
adversely  affect  our  financial  condition  or  results  of  operations.

<PAGE>

     RISKS  RELATED  TO  THE  ACQUISITION  OF  DEER  VALLEY

     WE  HAVE  A  LIMITED OPERATING HISTORY WHICH MAKES IT DIFFICULT TO EVALUATE
OUR  FUTURE  PROSPECTS  AND  RESULTS  OF  OPERATIONS.

     In  2005,  we  discontinued all business operations in order to concentrate
upon finding an appropriate acquisition transaction.  Prior to that time, we had
engaged  in  providing consulting and related services to private companies that
sought  to become reporting companies under the Securities Exchange Act of 1934,
and  we were registered as a "Business Development Company" under the Investment
Company  Act  of 1940.  Prior to the acquisition by our wholly-owned subsidiary,
DVA,  we  terminated  our  status  as  a  Business Development Company under the
Investment  Company  Act.  Because  Deer  Valley's  business  will  be  our only
operating business, we will need to consolidate our operations and integrate the
management  of  our  operations.  No assurances can be given that the results of
operations  of  Deer Valley after the acquisition will not be adversely affected
or  that  our  new  management  team will be able to successfully integrate Deer
Valley's  operations.  The past results of the operations of Deer Valley are not
necessarily  indicative  of the future results of operations of Deer Valley.  We
may also experience difficulties in assimilating the operations and personnel of
Deer  Valley's  operations  as  part  of  our  combined  business.

     DEER  VALLEY  HAS BEEN OPERATED AS A PRIVATE COMPANY THAT IS NOT SUBJECT TO
SARBANES-OXLEY  REGULATIONS  AND, THEREFORE, MAY LACK THE FINANCIAL CONTROLS AND
PROCEDURES  OF  PUBLIC  COMPANIES

     The  management  of  Deer  Valley  has  not  been required to establish and
maintain  an  internal  or financial control infrastructure that is necessary to
meet  the  standards  of  a  public  company that is required to comply with the
provisions  of  the  Securities  Exchange  Act.  There  can  be  no guarantee or
assurances  given  that  there  are  no  significant  deficiencies  or  material
weaknesses  in  the quality of Deer Valley's financial controls.  As a result of
the  acquisition  of  Deer  Valley,  we  will  be  required  to  comply with the
provisions  of  Sarbanes-Oxley,  including  standards for internal and financial
controls,  in connection with Deer Valley's operations.  The cost to Deer Valley
of such compliance could be substantial and could have a material adverse effect
on  our  results  of  operations.

     RISKS  RELATED  TO  OUR  BUSINESS

     WE  OPERATE IN AN INDUSTRY THAT HAS EXPERIENCED A PROLONGED AND SIGNIFICANT
DOWNTURN

     In  recent years, the manufactured housing industry experienced a prolonged
and  significant  downturn  as  consumer  lenders  began to tighten underwriting
standards and curtail credit availability in response to higher than anticipated
rates  of  loan defaults and significant losses upon the repossession and resale
of  homes  securing  defaulted  loans.  According  to  the  Manufactured Housing
Institute, domestic shipments of manufactured homes peaked in calendar year 1998
with  the  shipment  of  372,843  homes,  before declining to a total of 130,802
manufactured  homes  in calendar year 2004.  The manufactured housing industry's
share of new single-family housing starts also increased to 24% in calendar year
1997  before  declining  to  7.5%  of  all  new  single-family housing starts in
calendar  year  2004.  Other  causes of the downturn include a reduced number of
consumer  lenders  in  the  traditional  chattel  (home-only) lending sector and
higher  interest  rates  on  home-only  loans.  These  factors  have resulted in
declining  wholesale  shipments,  excess  manufacturing and retail locations and
surplus  inventory.

     THE  CYCLICAL  NATURE  OF THE MANUFACTURED HOUSING INDUSTRY COULD CAUSE OUR
REVENUES  AND  OPERATING RESULTS TO FLUCTUATE, AND WE EXPECT THIS CYCLICALITY TO
CONTINUE  IN  THE  FUTURE

<PAGE>

     The  manufactured  housing industry is highly cyclical and is influenced by
many  national  and  regional  economic  and  demographic  factors,  including:

     -     the  availability  of  consumer  financing  for  homebuyers;

     -     the  availability  of  wholesale  financing  for  retailers;

     -     consumer  confidence;

     -     interest  rates;

     -     demographic  and  employment  trends;

     -     income  levels;

     -     housing  demand;

     -     general  economic conditions, including inflation and recessions; and

     -     the  availability  of  suitable  home  sites.

     According to the Manufactured Housing Institute, calendar year 2004 was the
sixth  consecutive  year  of  declining  HUD-Code  shipments of new manufactured
homes.  For  much  of  the 1990's, there was an increase in the number of retail
dealers and manufacturing capacity and liberalization of credit standards.  As a
result  of higher than anticipated rates of loan defaults and significant losses
incurred through the repossession and resale of manufactured homes, many lenders
raised  their interest rates and tightened their credit standards.  In addition,
a  number  of lenders discontinued their loan activities in the industry.  While
there  has  been  a  recent significant increase in the number of single-section
manufactured  homes  that have been purchased due to Hurricane Katrina and other
hurricanes,  the  manufactured  housing  industry is clearly a cyclical industry
that  depends  upon general economic conditions, consumer confidence, employment
and income levels and continuing competitive advantages.  We cannot predict what
competitive  and  industry  conditions that will impact our business, or to what
extent  their  impact  will  be  on  our  future  results  of  operations.

     As  a  result of the foregoing economic, demographic and other factors, our
revenues  and  operating results could fluctuate, and we expect them to continue
to  fluctuate  in  the  future.

     OUR  LIQUIDITY  AND  ABILITY  TO  RAISE  CAPITAL  MAY  BE  LIMITED

     We  may  need  to obtain additional debt or equity financing in the future.
The type, timing and terms of the financing selected by us will depend on, among
other  things,  our  cash needs, the availability of other financing sources and
prevailing  conditions  in the financial markets. There can be no assurance that
any  of  these  sources will be available to us at any time or that they will be
available  on  satisfactory  terms.

     WE ARE DEPENDENT UPON THE AVAILABILITY OF CONSUMER FINANCING FOR OUR RETAIL
CUSTOMERS

     Financing  for  our  retail  customers could be limited by more restrictive
credit standards and reduced financing by lenders, which could affect our sales.
Our  retail  customers  generally secure financing from third-party lenders, the
availability  of  which,  terms  and  costs  depend  on the lending practices of
financial  institutions,  government policies and economic and other conditions.

<PAGE>

Quasi-  government  sponsored agencies such as Fannie Mae and Freddie Mac, which
serve  as  purchasers  of  loans  in  secondary financial markets, have recently
tightened  standards  for  manufactured housing loans that each institution will
purchase.  Lenders  have  also  tightened  credit  underwriting   standards  and
increased  interest rates for loans made to purchase manufactured homes, thereby
reducing  the availability of consumer financing options.  A consumer seeking to
finance  the  purchase  of a manufactured home without land will generally pay a
higher interest rate and have a shorter loan maturity than a consumer seeking to
finance  a  site-built  home.  Most states also classified manufactured homes as
personal  property  rather  than real property for purposes of taxation and lien
perfection  and  financing  for the purchase of manufactured homes is often more
difficult  than  conventional  mortgage financing.  If third-party financing for
manufactured  homes  were to be further restricted or curtailed, we could expect
to  experience  a  material  adverse  effect  on  our  results  of  operations.

     REDUCED  AVAILABILITY  OF  WHOLESALE FINANCING FOR INDUSTRY RETAILERS COULD
JEOPARDIZE  SALES  TO  OUR  DEALERS  AND  RETAILERS

     Manufactured  housing retailers generally finance their inventory purchases
with  wholesale  floor  plan financing provided by lending institutions. We rely
upon  our  independent  dealers  and retailers to finance their purchases of our
manufactured  homes  through  wholesale  floor plan financing arrangements.  Any
reduction  in  the  number  of floor plan lenders or tightening of the standards
affecting  their  purchases  of manufactured homes could have a material adverse
effect  upon  our  sales.  Reduced availability of floor plan lending may affect
the  inventory  levels  of our independent retailers, the number of retail sales
centers and related wholesale demand, and may also have an adverse effect on our
access  to  capital  on  an  ongoing  basis.

     TO  FINANCE  OUR  SALES,  WE  ROUTINELY ENTER INTO REPURCHASE AND GUARANTEE
OBLIGATIONS  WITH  THIRD-PARTY  LENDERS

     In  accordance with customary business practice in the manufactured housing
industry,  we  have  entered  into  repurchase agreements with various financial
institutions  and  other  credit  sources  who  provide  floor plan financing to
industry  retailers,  which  provide  that  in  the  event  of  a  default by an
independent  retailer  in  its  obligation  to  these credit sources, we will be
obligated to repurchase homes sold to retailers. Under these agreements, we have
agreed  to  repurchase  homes at declining prices over the term of the agreement
(which  in  most  cases can be as long as 24 months). The difference between the
gross  repurchase price and the price at which the repurchased manufactured home
can then be resold, which is typically discounted from the original sales price,
will be an expense to us. If we are obligated to repurchase a significant number
of  manufactured homes in the future, this would increase our costs, which could
have  a  negative  effect on our earnings. While we incurred isolated repurchase
obligations  in  2005,  we  estimate  that  our  potential obligation under such
repurchase agreements is approximately $8,043,773 as of October 1, 2005.

     We  believe  that  our  risk  of  loss under these repurchase agreements is
lessened  by  the  fact  that (1) our experience has shown that we have incurred
only  isolated  instances  of any repurchase liability; (2) our sales are spread
over a large number of independent dealers, thereby minimizing our risk; (3) the
price  that  we are obligated to pay under these repurchase agreements generally
declines over the period of the agreement and at a predetermined amount; and (4)
in  the event of a default by a dealer we believe that we will be able to resell
any  home  that  has  been  repurchased from a lender, thereby reducing our loss
contingency.  We  have  not established a reserve for possible repurchase losses
and  we  cannot  assure  our  investors  that  we will not incur material losses
resulting  from  our  repurchase  obligations in excess of these reserves in the
future.

<PAGE>

     THE  MANUFACTURED  HOUSING  INDUSTRY IS HIGHLY COMPETITIVE, AND COMPETITION
MAY  INCREASE  THE  ADVERSE  EFFECTS  OF  INDUSTRY  CONDITIONS

     The  manufactured housing industry is highly competitive.  We estimate that
there  are  approximately  100  manufacturers  in  the  U.S. in our industry and
approximately  8,000  retail  sales  centers  that  sell manufactured homes.  We
estimate  that the 10 largest manufacturers account for approximately 80 percent
of  the  sales  in  the  manufactured  housing  market.  Competition at both the
manufacturing  and retail levels is based upon several factors, including price,
product  features,  reputation  for  service  and  quality, retailer promotional
programs  and  the  terms  of  retail customer financing. In addition, our homes
compete  with  repossessed  homes  that  are  offered for sale in our markets. A
number  of our manufacturing competitors also have their own retail distribution
systems  and  consumer  finance  and  insurance operations. The ability to offer
consumer  finance  and  insurance  products may provide some competitors with an
advantage.  In  addition,  we compete against larger competitors that own retail
locations.  Our  products  compete  with  other  forms  of  low to moderate-cost
housing, including new and existing site-built homes, apartments, townhouses and
condominiums.  If  we are unable to compete effectively in this environment, our
sales and wholesale shipments could be reduced. As a result, our growth could be
limited.

     OUR  RESULTS  OF OPERATIONS CAN BE AFFECTED BY THE PRICING AND AVAILABILITY
OF  RAW  MATERIALS

     Increased  prices  and  the  unavailability  of  raw materials could have a
material  adverse  affect  on  us.  Recently the cost of wood and wood products,
gypsum  wall  board,  steel and insulation have increased.  Although we have not
experienced any severe or prolonged shortage of such building materials to date,
there  can  be  no assurance that sufficient supplies of wood and wood products,
gypsum  wallboard,  steel  and  insulation, as well as other raw materials, will
continue  to  be  available  to  us  on  satisfactory  terms.

     WE  ARE  CONCENTRATED  GEOGRAPHICALLY,  WHICH  COULD  HARM  OUR  BUSINESS

     In  2005,  100%  of  our  revenues were generated from the southeastern and
south  central regions of the U.S.  A decline in the demand for the manufactured
housing  in  these states and regions and/or a decline in the economies of these
regions  could  have  a  material  adverse  affect  on  our sales and results of
operations.

     IF  THE MANUFACTURED HOUSING INDUSTRY IS NOT ABLE TO SECURE FAVORABLE LOCAL
ZONING  ORDINANCES,  OUR SALES COULD DECLINE AND OUR BUSINESS COULD BE ADVERSELY
AFFECTED

     Manufactured housing communities and individual home placements are subject
to  local  zoning  ordinances  and  other  local regulations relating to utility
service  and  construction  of roadways. In the past, property owners often have
resisted  the  adoption  of  zoning   ordinances  permitting   the  location  of
manufactured  homes  in  residential  areas, which we believe has restricted the
growth of the industry. Manufactured homes may not achieve widespread acceptance
and  localities  may  not  adopt zoning ordinances permitting the development of
manufactured home communities. If the manufactured housing industry is unable to
secure  favorable  local  zoning  ordinances,  our  sales  could decline and our
business,  results  of  operations  and  financial  condition could be adversely
affected.

     OUR BUSINESS DEPENDS ON MAINTAINING GOOD RELATIONSHIPS WITH OUR INDEPENDENT
DEALERS

     We  currently  depend entirely on our independent dealers for substantially
all  retail  sales of our manufactured homes.  We do not have written agreements
with  these dealers, and these arrangements can be terminated by either party at
any  time.  We  have  carefully  evaluated  our  dealer  relationships  in  each
geographic  market.  Our  competitors  also  are  seeking to maintain and expand

<PAGE>

their  relationships with quality independent dealers.  While we believe that we
have  excellent relationships with our independent dealers, we cannot assure our
investors  that  we  will be able to maintain these dealer relations, that these
dealers  will  continue  to  market  and sell our manufactured homes, that these
dealers  will  be successful, or that we will be able to attract new dealers and
retain  those  independent  dealers  that  have  successfully  sold  many of our
manufactured  homes.

     WE  COULD  INCUR  UNANTICIPATED COSTS ARISING FROM OUR WARRANTY OBLIGATIONS

     We  are  subject  to  routine warranty claims in our business.  Although we
maintain  reserves  for such claims, which to date have been adequate, we cannot
grant  any  assurances  that  our warranty expense levels will remain at current
levels  or that such reserves will continue to be adequate.  If we incur a large
number  of  warranty  claims that exceed our current warranty expense levels, we
could  have  a  material  adverse  affect  on  results  of  operations.

     IF  OUR DEALERS HAVE EXCESS INVENTORIES AND UNANTICIPATED REPOSSESSIONS, WE
COULD  BE  NEGATIVELY  AFFECTED  IN  OUR  SALES  AND  PROFIT  MARGINS

     When  manufactured  housing  inventories  and  repossessed  homes  increase
significantly,  manufacturers  in  our  industry  are immediately impacted.  The
consolidation  of  lenders and deterioration in availability of retail financing
of manufactured homes has negatively affected the manufactured housing industry.
Like  our  competitors,  we  could  be  impacted  by increases in inventories of
manufactured homes and an increase in the number of available repossessed homes.
In  order to increase our manufacturing capacity and increase our sales, we will
need  to  expand  our  manufacturing capabilities and obtain financing for these
efforts.  We  cannot  be assured that we will be able to obtain future financing
on  acceptable terms.  If we are unable to obtain additional financing, or if we
cannot  obtain  financing on acceptable terms, we may not be able to execute our
business  strategy  and  expand  our  sales.  In addition, the terms of any such
additional  financing  may  restrict  our  financial flexibility, including debt
obligations  that  we  may  incur  in the future, or may restrict our ability to
manage  our  business  as  we  had  intended.

     WE  OPERATE  IN  A  HIGHLY COMPETITIVE BUSINESS AND MANY OF OUR COMPETITORS
HAVE  STRONGER  BALANCE  SHEETS  AND  CASH  FLOWS,  AS WELL AS GREATER ACCESS TO
CAPITAL

     We compete in a highly competitive manufacturing industry.  Although retail
operations  and dealers that sell manufactured housing are varied and diverse, a
small  group of manufacturers account for most of the manufactured housing units
in  the  industry.  We  also  compete  with  site-built  homes,  apartments  and
townhouses.  To  successfully compete in this industry, we will need to continue
to  manufacture  a  quality product and provide superior service in the regional
markets  in  which  we  operate.

     THE  LOSS  OF  ANY  OF  OUR  EXECUTIVE OFFICERS COULD REDUCE OUR ABILITY TO
EXECUTE  OUR  BUSINESS  STRATEGY AND COULD HAVE A MATERIAL ADVERSE EFFECT ON OUR
BUSINESS  AND  RESULTS  OF  OPERATIONS

     We are dependent to a significant extent upon the efforts of our management
team,  particularly  Joel  Logan,  President and General Manager of Deer Valley,
Charles  L.  Murphree,  Jr.,  Vice President and Regional Sales Director of Deer
Valley  and  John Steven Lawler, Director of Finance of Deer Valley. The loss of
the  services  of one or more of our executive officers could impair our ability
to  execute  our  business  strategy and have a material adverse effect upon our
business,  financial  condition  and results of operations. We currently have no
key man life insurance for any of our executive officers.

<PAGE>

     RISKS RELATED TO AN INVESTMENT IN OUR SECURITIES

     WE  HAVE  NO  OPERATING  HISTORY  AS  A  PUBLIC  REPORTING  COMPANY

     Prior  to  the  Company's  acquisition  of  Deer  Valley,  we operated as a
Business  Development  Company  under  the  Investment  Company  Act of 1940 and
assisted  companies  that desired to become a publicly reporting company but had
minimal  operations. Accordingly, our management team has no prior experience in
operating  Deer  Valley  as  an  independent  public  company.  In addition, our
management  team  will  need  to  comply  with the numerous regulatory and other
requirements  applicable to independent public companies, including requirements
relating  to corporate governance, listing standards and securities and investor
relations issues.

     THE  APPLICATION  OF  "PENNY STOCK" RULES COULD ADVERSELY EFFECT THE MARKET
PRICE  OF  OUR  STOCK

     U.S.  securities  laws  require  that  if  the price of our publicly traded
securities  is less than $5 per share, the open-market trading of our securities
will  be subject to the "penny stock" rules. These rules impose additional sales
restrictions on brokers/dealers who sell securities to persons that may not have
an  established  relationship  with  a  broker/dealer  or  may not qualify as an
accredited  investor under U.S. securities laws. If the penny stock rules apply,
a  broker/dealer  must  make  a  special  suitability  determination and receive
written  consent  from the purchaser prior to the transaction being consummated.
The  broker/dealer  must  also disclose the commissions that will be paid to the
broker/dealer and provide current quotations for the price of the security being
purchased.  The  broker/dealer  must  also  furnish  monthly statements to these
investors  disclosing  recent  price  information on the market in penny stocks.
These  additional  burdens imposed on brokers/dealers could restrict the ability
or  decrease the willingness of brokers/dealers to sell our common stock and may
result  in decreased liquidity for our shares and increase the transaction costs
for engaging in securities transactions of our stock.

     OUR COMMON STOCK IS THINLY TRADED AND YOU MAY BE UNABLE TO SELL YOUR SHARES
OR  OTHERWISE  LIQUIDATE  YOUR  INVESTMENT

     We  cannot predict the extent to which an act of public market will develop
for  our  common  stock.  While  we  intent  to seek to apply for listing of our
securities  on  the  Nasdaq National Market or other securities exchanges in the
future, no assurances can be given that we will be able to successfully list our
shares on one of these exchanges.

     WE DO NOT EXPECT TO PAY DIVIDENDS ON OUR COMMON STOCK

     We  do  not  expect  to  pay  any  dividends  on  our  common  stock in the
foreseeable  future.  The payment of dividends to our stockholders is subject to
the  discretion  of  our  board of directors, and various factors may prevent us
from  paying dividends. Such factors include our cash requirements and liquidity
and the requirements of state corporate and other laws.

     VOLATILITY  OF  STOCK  PRICE

     The price of our common stock may fluctuate widely, depending upon a number
of  factors,  many  of  which  are beyond our control. These factors include the
perceived  prospects  of our business and the manufactured housing industry as a
whole;  differences between our actual financial and operating results and those
expected  by  investors  and  analysts;  changes in analysts' recommendations or
projections;  changes  affecting  the availability of financing in the wholesale
and  consumer  lending markets; actions or announcements by competitors; changes
in  the  regulatory  environment  in  which  we  operate; and changes in general
economic  or  market conditions. In addition, stock markets generally experience
significant  price  and  volume volatility from time to time which may adversely
affect  the  market  price  of  our  common  stock  for reasons unrelated to our
performance.

<PAGE>

                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS

     CAUTIONARY  NOTICE  REGARDING  FORWARD  LOOKING  STATEMENTS

     We  desire to take advantage of the "safe harbor" provisions of the Private
Securities  Litigation  Reform  Act of 1995.  This Report on Form 8-K contains a
number of forward-looking statements that reflect management's current views and
expectations  with respect to our business, strategies, products, future results
and  events and financial performance.  All statements made in this Report other
than  statements of historical fact, including statements that address operating
performance,  events or developments that management expects or anticipates will
or  may  occur  in  the  future,  including  statements  related  to distributor
channels,  volume  growth,  revenues,  profitability,  new products, adequacy of
funds  from  operations,  statements  expressing  general  optimism about future
operating  results   and  non-historical   information,   are  forward   looking
statements.   In   particular,   the   words  "believe,"   "expect,"   "intend,"
"anticipate,"  "estimate,"  "may," "will," variations of such words, and similar
expressions identify forward-looking statements, but are not the exclusive means
of  identifying  such  statements  and  their  absence  does  not  mean that the
statement  is not forward-looking.  These forward-looking statements are subject
to certain risks and uncertainties, including those discussed below.  Our actual
results,  performance  or  achievements  could differ materially from historical
results  as  well  as  those  expressed  in,  anticipated  or  implied  by these
forward-looking  statements.  We do not undertake any obligation to revise these
forward-looking  statements  to  reflect  any  future  events  or circumstances.

     Readers   should  not  place   undue   reliance  on  these  forward-looking
statements, which are based on management's current expectations and projections
about  future  events,  are not guarantees of future performance, are subject to
risks, uncertainties and assumptions (including those described below) and apply
only  as  of  the  date  of  this  Report.  Our  actual  results, performance or
achievements  could  differ materially from the results expressed in, or implied
by, these forward-looking statements.  Factors that could cause or contribute to
such differences include, but are not limited to, those discussed below in "Risk
Factors"  as  well as those discussed elsewhere in this Report, and the risks to
be  discussed in our next Annual Report on form 10-KSB and in the press releases
and  other  communications  to shareholders issued by us from time to time which
attempt  to  advise  interested parties of the risks and factors that may affect
our  business.  We  undertake  no  obligation  to  publicly update or revise any
forward-looking  statements,  whether  as  a  result  of new information, future
events  or  otherwise.

OVERVIEW

     After  the  acquisition  of  Deer  Valley was completed by DVA, Deer Valley
constitutes  all of our operations.  Deer Valley is a wholly-owned subsidiary of
DVA,  which  is  a  wholly-owned  subsidiary  of  the  Company.  Because  of the
Company's  acquisition  of the Deer Valley business, management does not believe
that  it  is  informative or useful to compare the results of operations for the
year  ended  December  31,  2004,  on  an unaudited pro forma condensed combined
consolidated basis, giving effect to the acquisition of Deer Valley, as compared
to fiscal year 2003.  This discussion and analysis should be read in conjunction
with  the  financial  statements  and notes, and pro forma financial statements,
included  with  this  Report.

     Deer  Valley was formed in January, 2004, and its offices and manufacturing
plant  are  located  in  Guin,  Alabama.  Deer  Valley  manufactures and designs

<PAGE>

manufactured  homes which are sold to a network of independent dealers which are
located  primarily  in  the southeastern and south central regions of the United
States.  Deer Valley operates its manufacturing facility and business offices in
Guin,  Alabama.

RESULTS  OF  OPERATIONS

     The  following  discussion  of  our  financial  condition  and  results  of
operations should be read in conjunction with our financial statements, included
herewith.  This  discussion  should  not  be construed to imply that the results
discussed  herein  will  necessarily  continue  into  the  future,  or  that any
conclusion  reached  herein  will  necessarily be indicative of actual operating
results  in  the  future.  Such  discussion  represents  only  the  best present
assessment  of  our  management.  Historical financial information presented for
the  year  ended December 31, 2004 and the nine months ended October 1, 2005 and
September 25, 2004, respectively, is that of the Company on a condensed combined
consolidated  basis  with  Deer  Valley  Homebuilders,  Inc., which reflects the
Company's  acquisition  of  Deer  Valley Homebuilders, Inc. on January 18, 2006,
pursuant  to the terms of that Securities Purchase and Share Exchange Agreement.

HISTORICAL  RESULTS  -  FISCAL  YEAR ENDED DECEMBER 31, 2004; COMPARISON OF NINE
MONTHS  ENDED  OCTOBER  1,  2005  AND  SEPTEMBER  25,  2004  (UNAUDITED).

REVENUES.  Overall  net  revenues  for  the  year  ended  December 31, 2004 were
$15,394,215.  In addition, overall net revenues for the nine month period ending
October  1, 2005 were $24,023,661, as compared to net revenues of $8,820,069 for
the nine month period ending September 25, 2004.  The increase of $15,203,592 is
due  to  increased sales and production of homes which increased from 661 floors
in  2004  to  1,381  in  2005.

GENERAL  AND  ADMINISTRATIVE  EXPENSES.   General  and  administrative  expenses
consisted  of  payroll  and  related  expenses  for  executive,  accounting  and
administrative  personnel,  professional  fees  and   other   general  corporate
expenses.  General  and  administrative expenses for the year ended December 31,
2004  were  $1,559,333.  In  addition,  general  and administrative expenses for
the  nine  month  period  ending October 1, 2005 were $2,108,285, as compared to
general  and  administrative  expenses  of approximately $1,023,204 for the nine
month  period ending September 25, 2004.  These general and administrative costs
have  increased  due  to  increased  sales  and  operating  expenses.

NET  INCOME  (LOSS).  The  net  income  for the year ended December 31, 2004 was
$1,010,506.  The net income for the nine month period ending October 1, 2005 was
$2,123,844, as compared to the net income of approximately $420,767 for the nine
month  period  ending  September  25,  2004.  The increase in net income for the
nine month period ending October 1, 2005 is primarily due to increased sales and
profitability  of  Deer  Valley's  operations.

LIQUIDITY  AND  CAPITAL  RESOURCES

     The  Company  believes  cash  flow  from  operations,  the  available  bank
borrowings  and cash and cash equivalents will be sufficient to meet its working
capital  requirements  for the next 12 months.  Should  our  costs  and expenses
prove  to  be  greater  than  we  currently  anticipate, or should we change our
current  business  plan  in  a  manner  that  will  increase  or  accelerate our
anticipated costs and expenses, such as through the acquisition of new products,
the  depletion  of  our working capital would  be  accelerated.  To  the  extent
that  it  becomes  necessary  to  raise  additional  cash  in  the future as our
current  cash  and  working  capital resources are  depleted,  we  will  seek to
raise  it  through  the public or private sale of debt or equity securities, the
procurement  of  advances on contracts or licenses, funding  from  joint-venture
or  strategic  partners, debt financing or short-term loans,  or  a  combination
of  the  foregoing.  We  also  may  seek  to  satisfy indebtedness  without  any
cash  outlay  through  the  private  issuance  of  debt  or  equity  securities.

<PAGE>

     The Company is contingently liable under the terms of repurchase agreements
with  financial  institutions providing inventory financing for retailers of the
Company's  products.  These  arrangements,  which are customary in the industry,
provide for the repurchase of products sold to retailers in the event of default
by  the  retailer.  The  risk  of  loss  under  these  agreements is spread over
numerous  retailers.  The  price  the  Company  is  obligated  to  pay generally
declines  over  the  period of the agreement (typically 18 to 24 months) and the
risk  of  loss  is  further reduced by the sale value of repurchased homes.  The
maximum  amount  for  which  the  Company  is  contingently  liable  under  such
agreements  approximated  $8,043,7,73  at  October  1, 2005.  The Company has no
reserve  for  repurchase commitments based on prior experience and an evaluation
of  dealers'  financial  conditions.  The  Company  to  date has not experienced
significant  losses  under  these  agreements and management does not expect any
future  losses  to  have  a  material  effect  on  the  accompanying  financial
statements.

FINANCING

     The  Company  has a fixed rate revolving line of credit with State Bank and
Trust  of  Guin,  Alabama.  Under  this  line of credit entered into on March 3,
2004,  the  Company  can  make  loan draws for business purposes up to a maximum
amount of $500,528 in the aggregate.  Amounts drawn on the line of credit accrue
interest  at  the fixed interest rate of 5.5%.  The line of credit matured March
25, 2005 and is secured by inventory and accounts receivable of the Company.  As
of  October  1,  2005,  no  amounts were drawn and outstanding under the line of
credit  arrangement.

     In  addition  to  the  revolving  line of credit described in the preceding
paragraph,  the  Company,  during  its normal course of business, is required to
issue  irrevocable  standby  letters of credit in the favor of independent third
party  beneficiaries.  As  of  October  1, 2005, the following letters of credit
were  issued  and  in  force:

     Letter  of  Credit  No.  98  issued  through  State  Bank  &  Trust  in the
     amount  of  $400,000  to the favor of beneficiary Bombardier Capital, Inc.,
     issued  January  27,  2005  and expiring January 27, 2006, pending renewal.
     Personally guaranteed by the three largest shareholders of the Company.

     Letter  of  Credit  No.  93  issued  through  State  Bank  &  Trust  in the
     amount  of  $100,000 to the favor of beneficiary 21st Mortgage Corporation,
     issued May 3, 2005 and expiring May 3, 2006, pending renewal.

     Letter  of  Credit  No.  97  issued  through  State  Bank  &  Trust  in the
     amount  of  $150,000  to the favor of Textron Financial Corporation, issued
     September 21, 2005 and expiring September 21, 2006, pending renewal.

As of October 1, 2005, no amounts had been drawn on the above irrevocable
letters of credit by the beneficiaries.

     The Company is also obligated under that certain Promissory Note payable to
State  Bank  & Trust of Guin, Alabama (the "B&T Note").  The B&T Note is payable
in  monthly  installments  of  $10,000  (which  includes  interest at 5.00%) and
matures  on  November  11,  2008.

<PAGE>

CRITICAL  ACCOUNTING  POLICIES

     Our  discussion  and  analysis  of  our  financial condition and results of
operations  are based upon our financial statements, which have been prepared in
accordance with accounting principles generally accepted in the United States of
America.  The preparation of these consolidated financial statements requires us
to  make  estimates  and  judgments  that affect the reported amounts of assets,
liabilities, revenues and expenses, and related disclosures of contingent assets
and  liabilities.  For a description of those estimates, see Note 1, Significant
Accounting  Policies,  contained  in  the  explanatory  notes  to  our unaudited
financial  statements for the nine month period ended October 1, 2005, contained
in  this  Report.  On  an  on-going  basis, we evaluate our estimates, including
those  related  to  reserves,  deferred  tax  assets  and  valuation  allowance,
impairment  of  long-lived  assets, fair  value  of  equity  instruments  issued
to  consultants  for  services  and  estimates  of  costs to complete contracts.
We  base  our   estimates   on  historical   experience  and  on  various  other
assumptions  that  we  believe  to be reasonable under  the  circumstances,  the
results  of  which  form  the  basis  for making judgments  about  the  carrying
value  of  assets  and  liabilities  that are not readily  apparent  from  other
sources.  Actual  results  may  differ  from  these  estimates  under  different
assumptions  or  conditions; however, we believe that our  estimates,  including
those  for  the  above-described  items,  are  reasonable.

CRITICAL  ACCOUNTING  ESTIMATES

     WARRANTIES

     We  provide  our  retail  buyers  with a one-year limited warranty covering
defects  in  material or workmanship, including plumbing and electrical systems.
We  record  a  liability  for  estimated future warranty costs relating to homes
sold, based upon our assessment of historical experience and industry trends. In
making  this  estimate,  we  evaluate  historical  sales amounts, warranty costs
related to homes sold and timing in which any work orders are completed. We have
a  reserve  for  estimated  warranties  of $690,000 at October 2005. Although we
maintain  reserves  for  such  claims,  there  can be no assurance that warranty
expense  levels  will remain at current levels or that the reserves that we have
set  aside  will continue to be adequate. A large number of warranty claims that
exceed  our current warranty expense levels could have a material adverse affect
upon our results of operations.

     VOLUME  ENHANCEMENT PLAN

     We  have  relied  upon volume incentive payments to our independent dealers
who retail our products.  These volume incentive payments are accounted for as a
reduction  to  gross  sales,  and  are  estimated  and accrued when sales of our
manufactured  homes  are  made  to  our  independent  dealers.  Volume incentive
reserves  are  recorded  based  upon the annualized purchases of our independent
dealers  who purchase a qualifying amount of home products from us.  We accrue a
liability  to  our  dealers, based upon estimates derived from historical payout
rates.  Volume  incentive  costs  represent a significant expense to us, and any
significant  changes  in  actual  payouts  could  have  an adverse affect on our
financial  performance.

     RESERVE  FOR  REPURCHASE  COMMITMENTS

     Most  of  our independent dealers finance their purchases under a wholesale
floor  plan  financing  arrangement under which a financial institution provides
the  dealer  with  a  loan  for  the  purchase price of the home and maintains a
security  interest  in  the home as collateral.  When entering into a floor plan
arrangement,  the  financial institution routinely requires that we enter into a
separate  repurchase  agreement  with  the lender, under which we are obligated,
upon  default  by the independent dealer, to repurchase the manufactured home at
our  original  invoice  price  less  the  cost  of  administrative  and shipping


expenses.  Our  potential  loss  under  a repurchase obligation depends upon the
estimated net resale value of the home, as compared to the repurchase price that
we  are  obligated  to  pay.  This  amount generally declines on a predetermined
schedule  over  a  period  that  usually  does  not  exceed  24  months.

     The risk of loss that we face under these repurchase agreements is lessened
by  several  factors,  including  the  following:

          (i)  the  sales  of  our  products  are  spread  over  a  number  of
               independent dealers;

          (ii) we  have  had  only  isolated  instances where we have incurred a
               repurchase obligation;

          (iii) the  price  that  we  are  obligated  to  pay  under  such
               repurchase  agreements declines based upon a predetermined amount
               over a period that usually does not exceed 24 months; and

          (iv) we have been able to resell homes repurchased from lenders.

The maximum amount for which we are contingently liable under such agreements is
approximately  $8,043,773  as of October 1, 2005. We have no reserve established
for  these repurchase commitments based upon our prior experience and evaluation
of  our  independent  dealers' financial conditions. Because Deer Valley to date
has  not  experienced  any significant losses under these agreements, management
does  not  expect  any future losses incured as a repurchase liability to have a
material effect on our accompanying financial statements.

<PAGE>

REVENUE  RECOGNITION

     Revenue for our products that are sold to independent dealers are generally
recorded  when  all of the following conditions have been met:  (i) an order for
the  home  has  been received from the dealer; (ii) an agreement with respect to
payment terms has been received; and (iii) the home has been shipped and risk of
loss  has  passed  to  the  dealer.

RECENT  ACCOUNTING  PRONOUNCEMENTS

     In  December  2004,  the FASB issued SFAS No.153, "Exchanges of Nonmonetary
Assets,  an  amendment  of  APB  Opinion  No.  29,  Accounting  for  Nonmonetary
Transactions."  The  amendments made by Statement 153 are based on the principle
that  exchanges of nonmonetary assets should be measured based on the fair value
of the assets exchanged.  Further, the amendments eliminate the narrow exception
for  nonmonetary  exchanges  of  similar productive assets and replace it with a
broader  exception  for  exchanges  of  nonmonetary  assets  that  do  not  have
commercial  substance.  Previously,  Opinion 29 required that the accounting for
an  exchange  of  a  productive  asset  for  a  similar  productive  asset or an
equivalent  interest  in the same or similar productive asset should be based on
the recorded amount of the asset relinquished.  Opinion 29 provided an exception
to  its  basic  measurement  principle  (fair  value)  for  exchanges of similar
productive  assets.  The  FASB  believes  that  exception   required  that  some
nonmonetary  exchanges,  although  commercially  substantive,  be  recorded on a
carryover  basis.  By  focusing  the exception on exchanges that lack commercial
substance,  the  FASB  believes this statement produces financial reporting that
more  faithfully  represents  the  economics  of  the transactions.  SFAS 153 is
effective  for nonmonetary asset exchanges occurring in fiscal periods beginning
after  June  15,  2005.  Earlier  application is permitted for nonmonetary asset
exchanges occurring in fiscal periods beginning after the date of issuance.  The
provisions  of  SFAS  153  shall  be  applied  prospectively.  The  Company  has
evaluated  the  impact  of  the  adoption  of SFAS 153, and does not believe the
impact  will  be  significant  to the company's overall results of operations or
financial  position.

     In  December 2004, the FASB issued SFAS No.123 (revised 2004), "Share-Based
Payment".  SFAS  123(R)  will  provide  investors  and  other users of financial
statements  with  more  complete  and neutral financial information by requiring
that  the  compensation  cost  relating  to  share-based payment transactions be
recognized in financial statements. That cost will be measured based on the fair

<PAGE>

value  of  the equity or liability instruments issued. SFAS 123(R) covers a wide
range  of  share-based  compensation  arrangements   including  share   options,
restricted share plans, performance-based awards, share appreciation rights, and
employee  share  purchase  plans.  SFAS  123(R) replaces FASB Statement No. 123,
"Accounting  for  Stock-Based  Compensation", and supersedes APB Opinion No. 25,
"Accounting  for  Stock  Issued to Employees". SFAS 123, as originally issued in
1995,  established  as  preferable  a  fair-value-based method of accounting for
share-based  payment  transactions  with  employees.  However,  that  statement
permitted entities the option of continuing to apply the guidance in Opinion 25,
as long as the footnotes to financial statements disclosed what net income would
have  been had the preferable fair-value-based method been used. Public entities
(other  than  those  filing as small business issuers) will be required to apply
SFAS 123(R) as of the first interim or annual reporting period that begins after
June  15,  2005.  For  public  entities that file as small business issuers SFAS
123(R)  is  applicable  as  of  the  beginning  of  the  first interim or annual
reporting  period  that  begins  after December 15, 2005.  The Company evaluated
the  impact of the adoption of SFAS 123(R), and believes that the impact will be
insignificant  to  the  company's  overall  results  of operations and financial
position.

     In  December  2004 the Financial Accounting Standards Board issued two FASB
Staff Positions-FSP FAS 109-1, Application of FASB Statement 109 "Accounting for
Income  Taxes"  to the Tax Deduction on Qualified Production Activities Provided
by  the  American  Jobs  Creation  Act of 2004, and FSP FAS 109-2 Accounting and
Disclosure  Guidance  for the Foreign Earnings Repatriation Provision within the
American  Jobs Creation Act of 2004. Neither of these affected the Company as it
does  not  participate  in  the  related  activities.

PROPERTY

     The  Company's  executive  and  operating  offices   are  located  at  4902
Eisenhower  Blvd.,  Suite  185,  Tampa,  FL  33634.  The telephone number at the
Company's  executive  offices  is  (813)  885-5998.  Deer Valley's manufacturing
plant  and  offices are located at 205 Carriage Street, Guin, Alabama 35563, and
its  telephone  number is (205) 468-8400.  Deer Valley's manufacturing plant and
company  offices  consists  of a manufacturing plant with 107,511 square feet, a
frame  shop  with  10,800  square  feet, material shed of 23,172 square feet and
offices  with  11,250  square feet of space.  Deer Valley owns the buildings and
25.5  acres  underlying  these facilities.  We believe that the general physical
condition  of  our  manufacturing  facility and executive offices is adequate to
satisfy  our current production needs.  If we continue to increase our sales, we
believe  that  we will need to obtain a small satellite production facility that
is  near  to  our  facility  in  Guin, Alabama, in 2006.  As of the date of this
Report,  we  have not procured a site for this satellite manufacturing facility.

     Deer  Valley  maintains a website at www.deervalleyhb.com.  The information
contained  on  Deer  Valley's  website  is  not a part of this Report, nor is it
incorporated  by  reference  into  this  Report.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The  table  below  sets  forth  information  with respect to the beneficial
ownership  of our capital stock as of January 20, 2006 for (i) any person who we
know  is  the  beneficial owner of more than 5% of our outstanding common stock;
(ii)  each  of  our  directors or those nominated to be directors, and executive
officers;  and  (iii)  all  of  our directors and executive officers as a group.

<PAGE>

<TABLE>
<CAPTION>

                     SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

                                                                 AMOUNT AND NATURE
   TITLE OF CLASS             NAME AND ADDRESS OF                        OF
                              BENEFICIAL OWNERSHIP                BENEFICIAL OWNER                 PERCENTAGE OF CLASS(1)
<S>                                 <C>                                  <C>                                <C>
Common Stock issuable
upon conversion of Series     Charles G. Masters, Director of
B Preferred Stock             Cytation Corp., Chief Executive        1,430,000
                              Officer & President of Cytation      Direct Ownership                       9.1%
                              Corp.(2)


Common Stock                  Christopher Portner, Director of          38,332
                              Cytation Corporation(2)                Direct Ownership                       *

Common Stock issuable         Joel Stephen Logan, II, Member
upon conversion of Series     of the Board of Directors of
A Preferred Stock             Deer Valley Homebuilders, Inc.,
                              President and General Manager             200,000
                              of Deer Valley Homebuilders,           Direct Ownership                     1.3%
                              Inc.(3)


Common Stock issuable         Charles L. Murphree, Jr.,                  133,334
upon conversion of Series     Member of the Board of Directors        Direct Ownership                      *
A Preferred Stock             of Deer Valley Homebuilders, Inc.,
                              Vice President and Regional Sales
                              Director of Deer Valley Homebuilders,
                              Inc.(3)


Common Stock issuable         John Steven Lawler, Member of
upon conversion of Series     the Board of Directors of Deer
A Preferred Stock             Valley Homebuilders, Inc.,                  66,666
                              Director of Finance, Deer Valley        Direct Ownership                      *
                              Homebuilders, Inc.(3)

Common Stock issuable
upon conversion of Series
B Preferred Stock             Deecembra Diamond(2)                        865,100(4)                      5.5%

Common Stock issuable
upon conversion of Series     Christopher Phillips(2)                    5,167,600(5)                    29.4%
B Preferred Stock or
Series C Preferred Stock,
as referenced below

Common Stock issuable
upon conversion of Series
A Preferred Stock             Vicis Capital Master Fund(2)           Direct Ownership(6)                 26.0%

All Officers and Directors
 as a group (5 persons)                                               1,868,332                          12.0%
</TABLE>

<PAGE>

*Less than 1%.
(1)     Applicable  percentage  of  ownership  is  based on (i) 1,000,000 shares
of  common  stock  being  issued and outstanding, (ii) an aggregate of 6,936,980
shares  of common stock which are issuable upon the conversion of 520,274 shares
of  the  Company's  Series  A  Convertible  Preferred Stock currently issued and
outstanding,  (iii)  an  aggregate of 4,945,100 shares of common stock which are
issuable  upon  the  conversion  of  49,451  shares  of  the  Company's Series B
Convertible  Preferred  Stock  currently  issued  and  outstanding,  and (iv) an
aggregate  of  2,675,000  shares  of  common  stock  which are issuable upon the
conversion  of  26,750  shares  of the Company's  Series C Convertible Preferred
Stock currently issued and outstanding.  Calculations do not include outstanding
warrants,  options,  or other rights issued by the Company, unless the reporting
person  is  the  beneficial  owner  of  the  warrant,  option,  or  other right.
Beneficial  ownership  is  determined  in  accordance  with  the  rules  of  the
Commission  and  generally  includes  voting of investment power with respect to
securities.  Shares  of  common  stock  subject  to  securities  exercisable  or
convertible  into  shares  of  common  stock  that  are currently exercisable or
exercisable  within  60  days  of January 20, 2006 are deemed to be beneficially
owned  by  the person holding such  options  for  the  purpose of computing  the
percentage  of  ownership  of  such  persons, but are not treated as outstanding
for  the purpose of computing the percentage  ownership  of  any  other  person.
Unless  otherwise  noted,  we believe that all shares are beneficially owned and
that  all  persons named in the table have sole voting and investment power with
respect  to  all  shares  of  common  stock  owned  by  them.

(2)     Unless  otherwise  indicated,  the mailing address of the shareholder is
4902  Eisenhower  Blvd.,  Suite  185,  Tampa,  FL  33634.

(3)     Unless  otherwise  indicated,  the mailing address of the shareholder is
205  Carriage  St.,  Guinn,  Alabama  35563.

(4)     Includes  (a)  675,000  common  shares  issuable  upon conversion of 675
shares  of  the  Company's  Series B Preferred Stock directly owned by Deecembra
Diamond, and (b) 190,100 common shares issuable upon conversion of 190 shares of
the  Company's  Series B Preferred Stock indirectly owned by nature of Deecembra
Diamond's  ownership  of  Apogee  Financial,  Inc.  Deecembra  Diamond disclaims
beneficial  ownership  of  securities owned by Apogee Financial, Inc., except to
the  extent of her pecuniary interest therein, and the inclusion of these shares
in  this  report shall not be deemed an admission of beneficial ownership of all
of  the  reported  shares  for  purposes of Section 16 or for any other purpose.

(5)     Includes  (a)  302,500  common  shares  issuable  upon conversion of 303
shares  of  the  Company's  Series  B  Preferred Stock owned by Famalom, LLC, an
entity  for  which  Mr.  Phillips  serves  as the managing member  (b) 2,675,000
common shares issuable upon conversion of 2,675 shares of the Company's Series C
Preferred Stock owned by Total CFO, LLC, an entity for which Mr. Phillips serves
as  the  managing  member,  and  (c)  2,000,000 shares of common stock which are
issuable  upon exercise of a warrant held by Total CFO, LLC, an entity for which
Mr.  Phillips  serves  as  the  managing  member.  The conversion rights of each
holder  of  outstanding  shares  of  Series  C Preferred Stock is limited in the
certificate  of  designations,  preferences  and  rights  of such stock, and the
exercise  rights  in  the  warrants issued to Total CFO, LLC are limited, so, in
each  instance,  the  holder  is  not entitled to convert any Series C Preferred
Stock,  or exercise any warrants, to the extent that, after such conversion, the

<PAGE>

sum  of  the  number of shares of common stock beneficially owned by such holder
and  its  affiliates,  will result in beneficial ownership of more than 4.99% of
the  outstanding shares of common stock.  As a result, the inclusion of Series C
Preferred  Stock  in  this report shall not be deemed an admission of beneficial
ownership  of  all  of  registered  securities under Section 16 or for any other
purpose.  In  addition,  Christopher  Phillips disclaims beneficial ownership of
securities  owned  by  Famalom, LLC, Total CFO, LLC, and Apogee Financial, Inc.,
except  to  the  extent  of his pecuniary interest therein, and the inclusion of
these  shares  in  this  report  shall  not be deemed an admission of beneficial
ownership  of  all  of  the  reported  shares  or  for  any  other  purpose.

(6)     Based  on  4,000,000  common  shares issuable upon conversion of 300,000
shares of the Company's Series A Preferred Stock.  The conversion rights of each
holder  of  outstanding  shares  of  Series  A Preferred Stock is limited in the
certificate  of  designations, preferences and rights of such stock, so that the
holder  is  not  entitled to convert, any Series A Preferred Stock to the extent
that,  after  such  conversion,  the sum of the number of shares of common stock
beneficially  owned by such holder and its affiliates, will result in beneficial
ownership  of  more  than 4.99% of the outstanding shares of common stock.  As a
result,  the  inclusion  of Series A Preferred Stock in this report shall not be
deemed  an  admission of beneficial ownership for purposes of determining if the
holder  is  a  beneficial owner of registered securities under Section 16 or for
any  other  purpose.

CHANGE IN CONTROL

There are no existing agreements which may provide for a change in control of
the Company.

DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS

OFFICERS AND DIRECTORS

     As of January 20, 2006, the directors and executive officers of Cytation
Corporation, Inc., their age, positions, the dates of their initial election or
appointment as directors or executive officers, and the expiration of their
terms are as follows:

<TABLE>
<CAPTION>

NAME OF
DIRECTOR/EXECUTIVE         AGE                              POSITION                             Period Served
OFFICER
<S>                         <C>                                <C>                                    <C>
Charles G. Masters          66                   President, Chief Executive Officer,     January 18, 2006 to Present; term
                                                 as Class II Director expires in         as Class II Director expires in 2007
                                                 President; Class II Director

Christopher Portner         39                   Class I Director                        Class I Director expires in 2006

Joel Stephen Logan, II      37                   Member of the Board of Directors
                                                 of Deer Valley Homebuilders, Inc.,      January 2004 to Present; term as
                                                 President and General Manager of        Director expires in 2006
                                                 Deer Valley Homebuilders, Inc.

Charles L. Murphree, Jr     44                   Member of the Board of Directors
                                                 of Deer Valley Homebuilders, Inc.,
                                                 Vice President and Regional Sales       April 2004 to Present; term as
                                                 Director of Deer Valley                 Director expires in 2006
                                                 Homebuilders, Inc.

John Steven Lawler          37                   Member of the Board of Directors of
                                                 Deer Valley Homebuilders, Inc.,         January 2004 to Present; term as
                                                 Homebuilders, Inc.                      Director expires in 2006
</TABLE>

<PAGE>

DUTIES, RESPONSIBILITIES AND EXPERIENCE

     CHARLES  G.  MASTERS,  Chief  Executive  Officer, President and Director of
Cytation  Corporation.  Mr.  Masters  was the founder of DeerValley Acquisitions
Corporation  and  since  its  inception in July 2005, he has served as its chief
executive  officer.  In  March 1998, Mr. Masters founded and has since served as
CEO  and  CFO  of  Bumgarner Enterprises, Inc., an oil and gas development and a
business  consulting firm.  Since 2001, Mr. Masters has also served as Director,
CEO  and  CFO  of  Ranger  Industries, Inc., a public company, which is the sole
shareholder of Bumgarner Enterprises.  Mr. Masters has founded and served as the
CEO and CFO of several private companies involved in the development of military
electronic  communications  and  test  equipment, pioneering the introduction of
microprocessors  into  point  of  sale  equipment, medical equipment, artificial
intelligence  devices,  and  the  development  of  laser  scanners.  Mr. Masters
received  a  B.S.E.E.  (1961)  from  Duke University, a M.S.E.E. (1964) from the
University  of  Pittsburgh  and  a M.S.M.S. (1966) from Johns Hopkins University

     CHRISTOPHER  PORTNER,  Director  of Cytation Corporation. Since March 1998,
Mr.  Portner  has  been  a  certified financial planner and a general securities
principal  with PSA Equities and a portfolio manager with PSA Capital Management
of  Lutherville,  Maryland.  From  1995 through February 1998, Mr. Portner was a
financial  consultant with Peremel & Company of Baltimore, Maryland. Mr. Portner
is  a  graduate  of  the  College of Financial Planning's professional education
program,  holds  a  Bachelor of Science degree in both business and English from
Towson  State  University.

     JOEL  STEPHEN  LOGAN,  II, Director, President, and General Manager of Deer
Valley  Homebuilders,  Inc.  Mr.   Logan  has  extensive   experience   in   the
manufactured home industry.  Since 2004, Mr. Logan has served as General Manager
and  President  for Deer Valley Homebuilders, IncFrom 1996 until 2003, Mr. Logan
worked  as  President  of  Pinnacle  Homes  of  Alabama,  a manufactured housing
company.  Mr. Logan is a graduate of Mississippi State University, from which he
holds  degrees  in  both  marketing  and  professional  golf  management.

     CHARLES  L.  MURPHREE,  JR.,  Director,  Vice President, and Regional Sales
Director  of Deer Valley Homebuilders, Inc.   Since April of 2004, He has worked
as  Regional Sales Director and Vice President of Deer Valley Homebuilders, Inc.
From  2003  until  2004, Mr. Murphree served as Plant Manager for Clayton Homes,
Inc.  From  2000  through  2003,  Mr.  Murphree worked as General Manager of the
Energy  and  LifeStyle  Divisions  of  Southern Energy Homes, Inc.  Mr. Murphree
graduated  from the University of Alabama with a Bachelor of Science in Business
Administration.

     JOHN  STEVEN  LAWLER,  Director  and  Director  of  Finance  of Deer Valley
Homebuilders, Inc.  Since April 2004, Mr. Lawler, a certified public accountant,
has  worked as Director of Finance for Deer Valley Homebuilders, Inc.  From 2001
until  2004,  he  served  as ERP and IT Project Manager for Cavalier Homes, Inc.
From  1999  until  2001,  Mr. Lawler worked as the ERP Team Leader for Financial
Accounting  for  Cavalier Homes, Inc.  Mr. Lawler holds a Bachelor of Science in
Business  Administration  from  the  University  of  Alabama.

SIGNIFICANT EMPLOYEES

     Other  than  the  executive officers named above, the Company does not have
any  "significant  employees."

FAMILY  RELATIONSHIPS

<PAGE>

     There  are no family relationships among any of our directors and executive
officers.

INVOLVEMENT IN LEGAL PROCEEDINGS

     To  the  best  of  our  knowledge,  during the past five years, none of our
directors  or  executive officers were involved in any of the following: (1) any
bankruptcy  petition filed by or against any business of which such person was a
general  partner  or  executive  officer either at the time of the bankruptcy or
within two years prior to that time; (2) any conviction in a criminal proceeding
or  being subject to a pending criminal proceeding (excluding traffic violations
and  other minor offenses); (3) being subject to any order, judgment, or decree,
not  subsequently  reversed,  suspended  or  vacated,  of any court of competent
jurisdiction,  permanently  or  temporarily  enjoining,  barring,  suspending or
otherwise  limiting  his  involvement  in  any  type  of business, securities or
banking activities; and (4) being found by a court of competent jurisdiction (in
a  civil  action), the SEC or the Commodities Futures Trading Commission to have
violated  a federal or state securities or commodities law, and the judgment has
not  been  reversed,  suspended  or  vacated.

AUDIT COMMITTEE

      With  Messrs.  Richard A. Fisher, Kevin J. High, Richard Parke, and John J
Gilece,  Jr.  resignations from the Board of Directors, we do not currently have
an  audit  committee  but  one will be appointed as the current year progresses.
The  board  members  that is currently performing the equivalent functions of an
audit  committee  is  Charles  G. Masters, whom has not been determined to be an
"audit  committee  financial  expert."

AUDIT COMMITTEE FINANCIAL EXPERT

     We  do  not currently have an "audit committee financial expert" as defined
under  Item  401(e)  of  Regulation  S-B.  As  discussed  above,  our  Board  of
Directors  plans  to form an Audit Committee and is actively  seeking to appoint
an  individual  to  the  Board of Directors and the Audit Committee who would be
deemed an audit committee  financial expert and who would be independent as that
term  is  used  in  Item  7(d)(3)(iv)  of  Schedule  14A.

EXECUTIVE COMPENSATION

     The  following  table  sets  forth  information  regarding the compensation
earned  by  our  Chief Executive Officer and each of our most highly compensated
executive officers whose aggregate annual salary and bonus exceeded $100,000 for
each  of  the years indicated with respect to services rendered by such persons.

<PAGE>

<TABLE>
<CAPTION>
                                                       SUMMARY COMPENSATION TABLE

                                                                    ANNUAL
                                                                 COMPENSATION                         LONG-TERM COMPENSATION
                                                                 ------------                         ----------------------
                                                                                                  RESTRICTED
                                                                                                     STOCK
                                                                                                    AWARDS/
                                                                                                  SECURITIES   PAYOUTS
                                                                                                  UNDERLYING
NAME AND                                                                            OTHER ANNUAL    OPTIONS    LTIP      ALL OTHER
PRINCIPAL                                                                   BONUS   COMPENSATION    SARS(2)   PAYOUTS   COMPENSATION
POSITION                                                  YEAR   SALARY      ($)        ($)          (#)        ($)          ($)
<S>                                                       <C>     <C>        <C>        <C>          <C>        <C>          <C>
                                                          2005     -          -           -           -          -            -
                                                          2004     -          -           -           -          -            -
Charles G. Masters (1)                                    2003     -          -           -           -          -            -

                                                          2005  $ 52,000  $ 245,161  $143,617(7)      -          -            -
                                                          2004  $ 49,000  $  62,121  $162,120(8)      -          -            -
Joel Stephen Logan, II(2)                                 2003     -          -           -           -          -            -

                                                          2005  $ 52,000  $ 124,353    86,710(7)      -          -            -
Charles L. Murphree,                                      2004  $ 48,000  $  34,389  $ 97,516(8)      -          -            -
Jr.(3)                                                    2003     -          -           -           -          -            -

                                                          2005  $ 52,000  $ 118,291  $ 67,021(7)      -          -            -
                                                          2004  $ 47,000  $  31,494  $ 75,846(8)      -          -            -
John Steven Lawler (4)                                    2003     -          -           -           -          -            -

                                                          2005  $      0      -      $        0   $       0      -            -
                                                          2004  $      0      -      $  352,982   $       0      -            -
Richard A. Fisher(5)                                      2003  $      0      -      $  140,000      25,000      -            -

                                                          2005  $      0      -      $        0   $       0      -            -
                                                          2004  $      0      -      $   95,284   $       0      -            -
Kevin J. High (6)                                         2003  $      0      -      $  375,000   $       0      -            -
</TABLE>

<PAGE>

     1)   On  January  18,  2006,  Mr.  Masters  was  elected  to  serve  as  a
          Director,  Chief  Executive  Officer  and  President  of  the Cytation
          Corporation.

     2)   Mr.  Logan  is  President  and  General  Manager  of  Deer  Valley
          Homebuilders,  Inc.,  a  material operating subsidiary of the Cytation
          Corporation, acquired on January 18, 2006. Mr. Logan has been included
          under  Rule  3b-7  of  the  Exchange  Act, as amended, as an executive
          officer  of a subsidiary whom performs certain policy making functions
          identified  in  Rule  3b-7.  Mr.  Logan's executive compensation above
          includes  historical  compensation  paid  by Deer Valley Homebuilders,
          Inc. prior to the acquisition by Cytation Corporation.

     3)   Mr.  Murphree  is  Vice  President  and  Regional  Sales  Director  of
          Deer  Valley  Homebuilders,  Inc,  a  material operating subsidiary of
          Cytation  Corporation,  acquired on January 18, 2006. Mr. Murphree has
          been  included  under Rule 3b-7 of the Exchange Act, as amended, as an
          executive  officer of a subsidiary whom performs certain policy making
          functions  identified  in  Rule  3b-7.  Mr.  Murphree's  executive
          compensation  above  includes  historical  compensation  paid  by Deer
          Valley  Homebuilders,  Inc.  prior  to  the  acquisition  by  Cytation
          Corporation.

     4)   Mr.  Lawler  is  Director  of  Finance  of  Deer  Valley Homebuilders,
          Inc, a material operating subsidiary of Cytation Corporation, acquired
          on  January  18, 2006. Mr. Lawler has been included under Rule 3b-7 of
          the  Exchange Act, as amended, as an executive officer of a subsidiary
          whom performs certain policy making functions identified in Rule 3b-7.
          Mr.  Lawler's  executive  compensation  above  includes  historical
          compensation  paid  by  Deer  Valley  Homebuilders,  Inc. prior to the
          acquisition by Cytation Corporation.

     5)   Mr.  Fisher  resigned  as  Chairman  and General Counsel, effective as
          of  January  18, 2006. Mr. Fisher's compensation for 2004 includes (a)
          $275,000  paid  in 2001 but not earned as compensation until 2004, (b)
          $30,000  book  value  of restricted shares of common stock of Cytation
          Corporation,  and  (c)  $15,000  book value of 25,000 shares of common
          stock  acquired  upon  exercise  of  stock  option.  Mr.  Fisher's
          compensation for 2003 includes $100,000 paid in 2001 but not earned as
          compensation until 2003.

     6)   Mr.  High  resigned  as  President,  effective as of January 18, 2006.
          Mr.  High's  compensation  for 2004 includes (a) $30,000 book value of
          restricted  shares  of  common  stock of Cytation Corporation, and (b)
          $45,285  from  the  cancellation  of indebtedness of an affiliate. Mr.
          High's  compensation  for  2003 includes $225,000 paid in 2001 but not
          earned as compensation until 2003.

     7)   Amount  relates  to  partial  reimbursement  for  payment  of  taxes
          accrued  in  2005  and  payable  by  shareholder  due  to  status as a
          Subchapter S corporation.

     8)   Amount  relates  to  partial  reimbursement  for  payment  of  taxes
          accrued  in  2005  and  payable  by  shareholder  due  to  status as a
          Subchapter S corporation.

STOCK  OPTIONS  AND  STOCK  APPRECIATION  RIGHTS  GRANT  TABLE

     Neither  the  Company  nor Deer Valley Homebuilders, Inc. issued any common
share  purchase options or stock appreciation rights during the 2005 fiscal year
to  its  named  executive  officers.

<PAGE>

STOCK  OPTIONS  AND  STOCK  APPRECIATION  RIGHTS  EXERCISE  AND  VALUATION TABLE

     With  respect  to each of our named executive officers, there have not been
any  common  share  purchase  options  or stock appreciation rights exercised in
fiscal  year  2005,  and  there  are  not  any unexercised common share purchase
options  or  stock  appreciation  rights  as  of  December  31,  2005.

EMPLOYMENT  AGREEMENTS  WITH  NAMED  EXECUTIVE  OFFICERS

     On  January  18,  2006, Deer Valley Homebuilders, Inc. entered into a seven
year  employment agreement with Joel Stephen Logan, II.   Under the terms of Mr.
Logan's  Employment  Agreement,  Mr.  Logan  is  (a) entitled to receive a fixed
annual salary of $52,000, (b) entitled to receive a monthly "hitch bonus" of $60
per  "floor"  produced  by  the  Company, and (c) is eligible to participate and
receive  4.6% of the net income before taxes of the Company, and (d) entitled to
receive  health  benefits  and  coverage,  as  provided  by  the  Company.

     On  January  18,  2006, Deer Valley Homebuilders, Inc. entered into a seven
year employment agreement with Charles L. Murphree, Jr.   Under the terms of Mr.
Murphree's Employment Agreement, Mr. Murphree is (a) entitled to receive a fixed
annual  salary  of  $52,000,  (b) entitled to receive a monthly "hitch bonus" of
$33.33  per  "floor" produced by the Company, (c) is eligible to participate and
receive  2.2% of the net income before taxes of the Company, and (d) entitled to
receive  health  benefits  and  coverage,  as  provided  by  the  Company.

     On  January  18,  2006, Deer Valley Homebuilders, Inc. entered into a seven
year  employment  agreement  with  John  Steven Lawler.   Under the terms of Mr.
Lawler's  Employment  Agreement,  Mr.  Lawler is (a) entitled to receive a fixed
annual salary of $52,000, (b) entitled to receive a monthly "hitch bonus" of $35
per  "floor"  produced  by  the  Company, and (c) is eligible to participate and
receive  2%  of  the net income before taxes of the Company, and (d) entitled to
receive  health  benefits  and  coverage,  as  provided  by  the  Company.

STOCK OPTION PLANS

     The Company currently does not maintain any stock option plans.
COMPENSATION  OF  DIRECTORS

     Except  for  reimbursement for his or her reasonable expenses for attending
Board  and  Board committee meetings, the Company currently does not provide for
compensation  to  be  paid  to  members  of  the  Board  of  Directors.

DESCRIPTION OF SECURITIES

     GENERAL

     Our  authorized  capital  consists of 2,000,000 shares of common stock, par
value $.001 per share (these shares are referred to herein as "common shares" or
"common  stock"),  and  1,1400,000 shares of preferred stock, par value $.01 per
share  (these  shares are referred to in this prospectus as "preferred shares or
"preferred stock"), having such rights, preferences, privileges and restrictions
as  may  be  designated from time-to-time by our board of directors.  On January
18,  2006, our board of directors designated (a) 750,000 of the preferred shares
as  Series A Convertible Preferred Stock (these shares are referred to herein as
"Series  A  Preferred  Stock"),  with  the  rights,  preferences, privileges and
restrictions  described  below,  (b)  49,451 of the preferred shares as Series B

<PAGE>

Convertible  Preferred  Stock  (these shares are referred to herein as "Series B
Preferred  Stock"),  with  the  rights, preferences, privileges and restrictions
described  below, and (c) 26,750 of the preferred shares as Series C Convertible
Preferred  Stock  (these  shares  are  referred to herein as "Series C Preferred
Stock"),  with  the  rights,  preferences, privileges and restrictions described
below.  As  of  January  20,  2006,  there were issued and outstanding 1,000,000
shares  of  Common  Stock,  520,274  shares  of Series A Preferred Stock, 49,451
shares  of  Series  B  Preferred  Stock, and 26,750 shares of Series C Preferred
Stock.  Our  shares  of Common Stock were held by approximately 210 stockholders
of  record  as  of  that  date.

     COMMON SHARES

     Our  common  shareholders are entitled to one vote per share on all matters
to  be  voted  upon  by  those shareholders, and are also entitled to cumulative
voting  for  the  election  of  directors. Subject to the rights of our Series A
Preferred  Stock  to receive preferential dividends, our common shareholders are
entitled  to  receive  ratably, with the holders of Series B Preferred Stock and
Series  C  Preferred Stock, in dividends as they may be declared by our board of
directors  out  of funds legally available for that purpose.  Subject to (a) the
rights  of our Series A Preferred Stock to receive a preferential payment, in an
amount  equal  to  stated  value  plus  accrued  dividends,  upon  liquidation,
dissolution,  or  winding  up  of  the  Company,  (b) the rights of our Series B
Preferred  Stock  to  receive  a preferential payment, in an aggregate amount of
$100,000,  upon  liquidation, dissolution, or winding up of the Company, and (c)
the rights of our Series C Preferred Stock to receive a preferential payment, in
an aggregate amount of $100,000, upon liquidation, dissolution, or winding up of
the Company, our common shareholders will be entitled to share ratably, with the
holders  of  Series  B  Preferred  Stock  and  Series  C  Preferred  Stock on an
as-converted  basis,  in  all  of  the  assets  which  are legally available for
distribution,  after  payment  of  all  debts and other liabilities.  Our common
shareholders  have no preemptive, subscription, redemption or conversion rights.
All of our currently outstanding common shares are, and all of our common shares
offered  for  sale under this prospectus will be, validly issued, fully paid and
non-assessable.

     PREFERRED SHARES

     We  may  issue our preferred shares from time to time in one or more series
as  determined by our board of directors. The voting powers and preferences, the
relative  rights  of  each  series,  and  the  qualifications,  limitations  and
restrictions  thereof  may  be established by our board of directors without any
further  vote  or  action  by  our  shareholders.

     SERIES A PREFERRED STOCK

     Our Series A Preferred Stock has the following rights, preferences,
privileges and restrictions:

-    RANK-Our  Series  A  Preferred  Stock  ranks  senior  to  our Common Stock,
     Series  B  Preferred  Stock,  Series  C  Preferred  Stock,  and  any  other
     securities we may issue.

-    STATED VALUE - $10.00 per shares of Series A Preferred Stock.

-    CONVERSION-Each  share  of  Series  A  Preferred Stock, at its stated value
     of  $10  per  share,  together  with  any  accrued and unpaid dividends, is
     convertible  at  the  option of the holder at any time after the Conversion
     Date  (as defined below) into Common Stock at a price of Seventy Five Cents
     ($.75)  per  share of Common Stock. "Conversion Date" shall mean either (1)
     the  date  on  which  the  United States Securities and Exchange Commission
     declares  effective  the  Company's  registration statement registering the
     Series A Preferred Stock for resale, or (2) the date that the holder of the
     Series A Convertible Preferred Stock has satisfied the minimum one (1) year
     holding  requirements  set  forth  in Rule 144(d) promulgated by the United
     States  Securities  and  Exchange  Commission  under the Securities Act, as
     amended.

<PAGE>

-    LIMITATION  ON  CONVERSION  -  The  conversion  rights  of  each  holder of
     Series  A  Preferred  Stock  is limited in the certificate of designations,
     preferences and rights of such stock, so that the holder is not entitled to
     convert  any  Series  A  Preferred  Stock  to  the  extent that, after such
     conversion,  the  sum  of the number of shares of common stock beneficially
     owned  by  such  holder  and  its  affiliates,  will  result  in beneficial
     ownership of more than 4.99% of the outstanding shares of common stock.

-    DIVIDENDS-A  holder  of  Series  A  Preferred Stock are entitled to receive
     a  dividend  at  a  rate  per  annum  equal  to seven percent (7%), payable
     semi-annually,  at  the  option  of the company, (i) in cash, to the extent
     funds  are  legally  available  therefor,  or  (ii) in shares of registered
     Common Stock at a ten percent (10%) discount to the "Market Price" (as such
     term  is  defined in the designations for the Series A Preferred Stock. The
     Series  A  Preferred  Stock  ceases  to accrue the seven percent (7%) fixed
     dividend  on  the earliest of (a) the payment of the liquidation preference
     on each share of Series A Preferred Stock upon the liquidation, dissolution
     or  winding-up  of  the  Corporation,  (b)  the  conversion of the Series A
     Preferred  Stock  in  common  stock, or [C] the date two (2) years from the
     date  of  issuance of the share of Series A Preferred Stock. After the date
     two  (2)  years  from the date of issuance of a share of Series A Preferred
     Stock,  the  holders of such Series A Preferred Stock participates ratably,
     on  an  as-converted  basis,  with  our  common  stock as to the payment of
     dividends.

-    LIQUIDATION  RIGHTS-In  the  event  of  any  liquidation,  dissolution  or
     winding  up of the Company, either voluntary or involuntary, our series 'A'
     preferred shareholders are entitled to receive an amount per share equal to
     the  greater  of  $10  for  each  outstanding share plus accrued and unpaid
     dividends,  as  adjusted  for stock dividends, stock distributions, splits,
     combinations or recapitalizations, or the amount such shareholders would be
     entitled  to  receive  had they converted their series 'A' preferred shares
     into  common  shares.  These  rights  are  prior  and  in preference to any
     distribution  of  any  of our assets to our common shareholders, holders of
     Series  B  Preferred Stock, holders of Series C Preferred Stock, or holders
     of any other series or class of preferred shares.

-    VOTING  RIGHTS-The  holders  of  Series  A  Preferred  stock have the right
     to  vote  on  an  as-converted  basis,  with our common shareholders on all
     matters  submitted  to  a vote of our shareholders. In addition, we cannot,
     without  the  prior  approval  of the holders of at least two-thirds of our
     then issued and Series A Preferred Stock voting as a separate class:

          o    liquidate,  dissolve,  or  wind-up  the  business  and affairs of
               the company, or consent to any of the foregoing;

          o    effectuate  any  merger,  reorganization,  or  recapitalization
               of  the  company,  or  enter  into any agreement to do any of the
               foregoing;

          o    purchase  or  redeem  or  pay  or  declare  any  dividend or make
               any  distribution on, any shares of stock other than the Series A
               Preferred  Stock  so  long as an accrued dividend on the Series A
               Preferred  Stock  is  unpaid,  or  permit  any  subsidiary of the
               Company  to  take  any such action, except for certain securities
               repurchased  from  former  employees,  officers,  directors,
               consultants;

          o    increase  the  authorized  number  of  shares  of Preferred Stock
               or Series A Preferred Stock;

<PAGE>

          o    alter  or  change  the  voting  or  other powers, preferences, or
               other  rights,  privileges,  or  restrictions  of  the  Series  A
               Preferred  Stock  contained  herein (by merger, consolidation, or
               otherwise); and

          o    issue  any  securities  senior  to  the Series A Preferred Stock,
               except  certain Qualified Financings (as defined below), or incur
               any  new  debt, except certain Permitted Debt (as defined below).
               "Qualified Financing" means an equity offering that (a) the gross
               aggregate  proceeds raised and liquidation preferences is no more
               than  $3,000,000;  (b)  the  dividend  rate  does  not exceed ten
               percent  (10%);  and (c) the holders of the new securities do not
               have  voting  rights more favorable than voting rights granted to
               the  Series  A  Preferred Stock. "Permitted Debt" means (w) trade
               payables,  inventory  financing,  and  the  accounts  receivable
               factoring,  all  incurred in the ordinary course of business; (x)
               surety  bonds  and  letters  of  credit issued or obtained in the
               ordinary  course  of  business; (y) refinancings of the Company's
               existing debt facilities (including a $1,500,000 loan incurred on
               January 18, 2006); and (z) up to $3,000,000 of new indebtedness.

-    LIMITATION  ON  VOTING-  The  voting  rights  of  each  holder  of Series A
     Preferred  Stock is limited in the certificate of designations, preferences
     and  rights  of  such stock, so that the holder is not entitled to vote any
     Series  A  Preferred  Stock  to the extent that such voting will allow such
     holder  to vote more than 4.99% of the outstanding voting securities of the
     Company.

     SERIES B PREFERRED STOCK

     Our Series B Preferred Stock has the following rights, preferences,
privileges and restrictions:

-    RANK-  Our  Series  B  Preferred  Stock  ranks  junior  to  our  Series  A
     Preferred  Stock,  ranks pari passu with our Series C Preferred Stock as to
     an  initial  aggregate  liquidation  preference of $100,000, and ranks pari
     passu,  on  an  as  converted basis, with our common stock, as to all other
     matters,  including  voting  rights, payment of dividends, and liquidation,
     after payment of the initial liquidation preference of $100,000.

-    CONVERSION-Each  share  of  Series  B  Preferred  Stock  automatically
     converts  into  one  hundred  (100)  shares  of  Common  Stock  upon  the
     shareholders  approval  of  an  increase in the authorized shares of common
     stock of the Company.

-    DIVIDENDS-Holders  of  Series  B  Preferred  Stock  participate ratably, on
     an  as-converted  basis,  with  our  Common  Stock  as  to  the  payment of
     dividends.

-    LIQUIDATION  RIGHTS-In  the  event  of  any  liquidation,  dissolution  or
     winding-up  of  the Company, either voluntary or involuntary, after payment
     of  any  liquidation preference to the holders of Series A Preferred Stock,
     the  holders of Series B Preferred Stock are entitled to receive an initial
     aggregate  liquidation  preference  of  $100,000,  and  then the holders of
     Series  B  Preferred  Stock  are  entitled  to  participate  ratably, on an
     as-converted basis, with our common stock as to any distribution of assets.

-    VOTING  RIGHTS-The  holders  of  Series  B  Preferred  stock have the right
     to  vote  on  an  as-converted  basis,  with our common shareholders on all
     matters submitted to a vote of our shareholders.

<PAGE>

     SERIES C PREFERRED STOCK

     Our Series C Preferred Stock has the following rights, preferences,
privileges and restrictions:

-    RANK-  Our  Series  C  Preferred  Stock  ranks  junior  to  our  Series  A
     Preferred  Stock,  ranks pari passu with our Series B Preferred Stock as to
     an  initial  aggregate  liquidation  preference of $100,000, and ranks pari
     passu,  on  an  as  converted basis, with our common stock, as to all other
     matters,  including  voting  rights, payment of dividends, and liquidation,
     after payment of the initial liquidation preference of $100,000.

-    CONVERSION-Each  share  of  Series  C  Preferred  Stock  converts  into one
     hundred (100) shares of Common Stock, at the option of the holder.

-    LIMITATION  ON  CONVERSION  -  The  conversion  rights  of  each  holder of
     Series  C  Preferred  Stock  is limited in the certificate of designations,
     preferences and rights of such stock, so that the holder is not entitled to
     convert  any  Series  C  Preferred  Stock  to  the  extent that, after such
     conversion,  the  sum  of the number of shares of common stock beneficially
     owned  by  such  holder  and  its  affiliates,  will  result  in beneficial
     ownership of more than 4.99% of the outstanding shares of common stock.

-    DIVIDENDS-Holders  of  Series  C  Preferred  Stock  participate ratably, on
     an  as-converted  basis,  with  our  Common  Stock  as  to  the  payment of
     dividends.

-    LIQUIDATION  RIGHTS-In  the  event  of  any  liquidation,  dissolution  or
     winding-up  of  the Company, either voluntary or involuntary, after payment
     of  any  liquidation preference to the holders of Series A Preferred Stock,
     the  holders of Series C Preferred Stock are entitled to receive an initial
     aggregate  liquidation  preference  of  $100,000,  and  then the holders of
     Series  C  Preferred  Stock  are  entitled  to  participate  ratably, on an
     as-converted basis, with our common stock as to any distribution of assets.

-    VOTING  RIGHTS-The  holders  of  Series  B  Preferred  stock have the right
     to  vote  on  an  as-converted  basis,  with our common shareholders on all
     matters submitted to a vote of our shareholders.

-    LIMITATION  ON  VOTING-  The  voting  rights  of  each  holder  of Series C
     Preferred  Stock is limited in the certificate of designations, preferences
     and  rights  of  such stock, so that the holder is not entitled to vote any
     Series  C  Preferred  Stock  to the extent that such voting will allow such
     holder  to vote more than 4.99% of the outstanding voting securities of the
     Company.

OPTIONS AND WARRANTS CONVERTIBLE INTO COMMON SHARES

     As  of  January  20,  2006,  there  were  outstanding Series A Common Stock
Purchase  Warrants  entitling  the  holders  to  purchase  up to an aggregate of
6,936,980  shares  of  Common Stock at an exercise price of one dollar and fifty
cents ($1.50) per share. A Series A warrant is exercisable, in whole or in part,
at  any time after the earlier of (a) the date a registration statement covering
such  Series  A warrants and underlying warrant shares is declared effective, or
(b)  twelve  (12) months from the date of grant and before the close of business
on the date five (5) years from the initial exercise date.

     As  of  January  20,  2006,  there  were  outstanding Series B Common Stock
Purchase  Warrants  entitling  the  holders  to  purchase  up to an aggregate of
3,468,490  shares of Common Stock at an exercise price of two dollars and twenty

<PAGE>

five  cents ($2.25) per share. A Series B warrant is exercisable, in whole or in
part,  at  any  time  after the earlier of (a) the date a registration statement
covering  such  Series  B  warrants  and  underlying  warrant shares is declared
effective, or (b) twelve (12) months from the date of grant and before the close
of business on the date seven (7) years from the initial exercise date.

     As  of  January  20,  2006,  there  were  outstanding Series C Common Stock
Purchase  Warrants  entitling  the  holders  to  purchase  up to an aggregate of
2,000,000  shares  of  Common  Stock  at an exercise price of seventy five cents
($.75)  per  share. The Series C warrant is exercisable, in whole or in part, at
any  time  after  the  earlier of (a) the date a registration statement covering
such  Series  C warrants and underlying warrant shares is declared effective, or
(b)  twelve  (12) months from the date of grant and before the close of business
on the date five (5) years from the initial exercise date.

     As  of  January  20,  2006,  there  were  outstanding Series D Common Stock
Purchase  Warrants  entitling  the  holders  to  purchase  up to an aggregate of
2,000,000  shares  of  Common  Stock  at an exercise price of seventy five cents
($.75)  per  share. The Series D warrant is exercisable, in whole or in part, at
any  time  after  the  earlier of (a) the date a registration statement covering
such  Series  D warrants and underlying warrant shares is declared effective, or
(b)  twelve  (12) months from the date of grant and before the close of business
on the date seven (7) years from the initial exercise date.

     As  of  January  20,  2006, there were outstanding Series BD-1 Common Stock
Purchase  Warrants  entitling  the  holders  to  purchase  up to an aggregate of
693,980 shares of Common Stock at an exercise price of seventy five cents ($.75)
per  share.  A  Series  BD-1 warrant is exercisable, in whole or in part, at any
time  after  the  earlier of (a) the date a registration statement covering such
Series BD-1 warrants and underlying warrant shares is declared effective, or (b)
twelve  (12)  months  from the date of grant and before the close of business on
the date five (5) years from the initial exercise date.

     As  of  January  20,  2006, there were outstanding Series BD-2 Common Stock
Purchase  Warrants  entitling  the  holders  to  purchase  up to an aggregate of
693,980  shares  of  Common  Stock  at an exercise price of one dollar and fifty
cents  ($1.50)  per  share. A Series BD-2 warrant is exercisable, in whole or in
part,  at  any  time  after the earlier of (a) the date a registration statement
covering  such  Series  BD-2  warrants and underlying warrant shares is declared
effective, or (b) twelve (12) months from the date of grant and before the close
of business on the date five (5) years from the initial exercise date.

     As  of  January  20,  2006, there were outstanding Series BD-3 Common Stock
Purchase  Warrants  entitling  the  holders  to  purchase  up to an aggregate of
346,840  shares  of  Common Stock at an exercise price of two dollars and twenty
five  cents ($2.25) per share. A Series BD-3 warrant is exercisable, in whole or
in  part, at any time after the earlier of (a) the date a registration statement
covering  such  Series  BD-2  warrants and underlying warrant shares is declared
effective, or (b) twelve (12) months from the date of grant and before the close
of business on the date seven (7) years from the initial exercise date.

MARKET  PRICE  OF  AND  DIVIDENDS  ON  THE  REGISTRANT'S COMMON EQUITY AND OTHER
SHAREHOLDER  MATTERS

     Our  common stock trades on the OTC Bulletin Board under the trading symbol
"CYON."  The  prices  set  forth  below  reflect  the quarterly high and low bid
information  for  shares  of  our common stock during the last two fiscal years.
These  prices  reflect  inter-dealer  prices without retail markup, markdown, or
commission, and may not represent actual transactions.

<PAGE>

<TABLE>
<CAPTION>

2005 QUARTER ENDED
                                      HIGH       LOW
<S>                                   <C>        <C>
September 30, 2005                   $1.50      $ .50
June 30, 2005                        $1.75      $ .35
March 31, 2005                       $1.00      $ .25

2004 QUARTER ENDED

December 31, 2004                    $3.00      $1.79
September 30, 2004                   $5.00      $2.30
June 30, 2004                        $5.00      $2.30
March 31, 2004                       $ .60      $ .60

FISCAL YEAR ENDED DECEMBER 31, 2003

December 31, 2003                    $5.00      $ .60
September 30, 2003                   $ .20      $ .20
June 30, 2003                        $6.00      $ .27
March 31, 2003                       $ .27      $ .27
</TABLE>

     Our  common  stock  is covered by an SEC rule that imposes additional sales
practice  requirements  on  broker-dealers  who  sell such securities to persons
other  than  established customers and accredited investors, which are generally
institutions  with assets in excess of $5,000,000, or individuals with net worth
in  excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly
with  their spouse. For transactions covered by the rule, the broker-dealer must
make a special suitability determination for the purchaser and transaction prior
to  the sale. Consequently, the rule may affect the ability of broker-dealers to
sell  our securities, and also may affect the ability of purchasers of our stock
to  sell  their  shares  in  the  secondary  market.  It  may  also  cause fewer
broker-dealers  to  be  willing to make a market in our common stock, and it may
affect the level of news coverage we receive.

     We  have  not declared or paid any cash dividends on our common stock since
our  inception,  and  our  Board  of  Directors  currently intends to retain all
earnings for use in the business for the foreseeable future.  Any future payment
of  dividends  will  depend upon our results of operations, financial condition,
cash  requirements, and other factors deemed relevant by our Board of Directors.

LEGAL PROCEEDINGS

     Although  DeerValley  in the normal course of business is subject to claims
and  litigation,  neither the Company nor DeerValley are a party to any material
legal  proceeding  nor  is  the  Company  aware  of  any  circumstance  that may
reasonably  lead  a third party to initiate legal proceeding against the Company
or  DeerValley.

DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT
LIABILITIES

     Our  Articles of Incorporation provide that we will indemnify an officer or
director  to  the  full extent permitted by law.  Insofar as indemnification for
liabilities  arising  under  the  Securities  Act  of  1933  (the  "Act") may be
permitted  to  directors, officers and controlling persons of the small business
issuer  pursuant  to  the  foregoing provision, or otherwise, the small business
issuer  has  been  advised  that,  in the opinion of the Securities and Exchange
Commission,  such  indemnification  is against public policy as expressed in the
Act  and  is,  therefore,  unenforceable.  In   the  event   that  a  claim  for
indemnification  against  such  liabilities is asserted by one of our directors,
officers,  or  controlling  persons  in  connection  with  the  securities being
registered, we will, unless, in the opinion of our legal counsel, the matter has
been  settled  by  controlling  precedent,  submit  the question of whether such
indemnification is against public policy to a court of appropriate jurisdiction.
We  will  then  be  governed  by  the  court's  decision.

<PAGE>

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     Except  as  set forth below, there were no transactions during the last two
fiscal  years,  and there are no proposed transactions, to which the Company was
or  is  to  become  a  party  in which any director, executive officer, director
nominee,  beneficial  owner  of  more than five percent (5%) of any class of our
stock,  or  members  of their immediate families had, or is to have, a direct or
indirect  material  interest.

     In connection with the Securities Purchase and Share Exchange Agreement, on
January  18,  2006,  the  Company  issued  to  the  Lender  an  Interest Bearing
Non-Convertible Installment Promissory Note, in the original principal amount of
One Million Five Hundred Thousand and No/100 Dollars ($1,500,000), together with
interest  accruing  thereon at an annual rate of twelve percent (12%) per annum.
The  Lender  also  owns Series A Preferred Stock, Series A Common Stock Purchase
Warrants,  and  Series  B  Common  Stock  Purchase  Warrants.

     In  connection with the Capital Stock Purchase Agreement, DVA entered in to
the Earnout Agreement, pursuant to which, additional payments may be paid to the
former  owners  of  Deer
Valley Homebuilders, Inc., as an earnout, based upon the net income before taxes
of  Deer  Valley  Homebuilders, Inc.   Joel Stephen Logan, II, the President and
General Manager of Deer Valley Homebuilders, Inc., Charles L. Murphree, Jr., the
Vice  President  and  Regional Sales Director of Deer Valley Homebuilders, Inc.,
and  John  Steven  Lawler,  Deer Valley Homebuilders, Inc., Director of Finance,
Deer  Valley  Homebuilders,  Inc.,  are  each  a party to the Earnout Agreement.

     DVA,  a  wholly-owned  subsidiary  of the Company, had entered into an oral
agreement  with  Ranger Industries, Inc. to provide due diligence and consulting
services.  Pursuant  to such consulting agreement, the Company has accrued a fee
of  $100,000  fee  payable  to  Ranger  Industries, Inc., as payment in full for
services  rendered.  Ranger  Industries,  Inc.  is controlled by Chief Executive
Officer  &  President  of  Cytation  Corp.

ITEM  2.03.  CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN
OFF-BALANCE  SHEET  ARRANGEMENT.

     In connection with the Securities Purchase and Share Exchange Agreement, on
January  18,  2006,  the  Company  issued  to  the  Lender  an  Interest Bearing
Non-Convertible Installment Promissory Note, in the original principal amount of
One Million Five Hundred Thousand and No/100 Dollars ($1,500,000), together with
interest  accruing  thereon at an annual rate of twelve percent (12%) per annum.

     In  connection  with  the  Capital  Stock  Purchase  Agreement, the Company
entered  in to the Earnout Agreement, pursuant to which, additional payments may
be  paid  to  the  former  owners  of  Deer
Valley Homebuilders, Inc., as an earnout, based upon the Net Income Before Taxes
of Deer Valley Homebuilders, Inc. during the next five (5) years up to a maximum
of  $6,000,000.

ITEM  3.02  UNREGISTERED  SALES  OF  EQUITY  SECURITIES

     SERIES  A  PREFERRED  STOCK  OFFERING

     On  January  18,  2006,  the  Company  closed  on  a  private  placement of
approximately  $5,202,735  of  Series  A  Preferred  Stock.  Pursuant  to  the
Securities  Purchase and Share Exchange Agreement, dated as of January 18, 2006,
the  Company (a) issued and sold to the Purchasers, and the Purchasers purchased
from  the  Company, (a) 520,274 shares of Series A Preferred Stock, (b) Series A
<PAGE>

Common  Stock  Purchase  Warrants  entitling  the  holders  to purchase up to an
aggregate of 6,936,980 shares of Common Stock at an exercise price of one dollar
and  fifty  cents  ($1.50)  per  share,  and  (c) Series B Common Stock Purchase
Warrants  entitling  the  holders  to  purchase  up to an aggregate of 3,468,490
shares of Common Stock at an exercise price of two dollars and twenty five cents
($2.25)  per  share  (the  "Series  A Preferred Stock Offering").  See Item 2.01
above  for  description  of  Series  A  Preferred  Stock,  Series A Common Stock
Purchase  Warrants,  and  Series  B  Common  Stock  Purchase  Warrants.

     The issuance of the Series A Preferred Stock, Series A Warrants, and Series
B  Warrants were exempt from the registration requirements of the Securities Act
of  1933,  as  amended, pursuant to Section 4(2) of the Act for transactions not
involving  a  public  offering  and  Rule  506  promulgated by the United States
Securities and Exchange Commission under the Securities Act of 1933, as amended.
Such  securities  were  issued  to  institutional  or  accredited  investors.

     Midtown  Partners  &  Co.,  LLC  ("Midtown  Partners"),  an  SEC  and  NASD
registered  broker  dealer,  acted  as  the  placement  agent for the Company in
connection  with  the  Series  A  Preferred  Stock Offering. Midtown Partners is
located  in  Tampa,  Florida.  In  connection  with the Series A Preferred Stock
Offering,  the  Company  accrued for Midtown Partners a cash commission equal to
$490,274  and  issued  (a) Series BD-1 Common Stock Purchase Warrants to Midtown
Partners  entitling Midtown Partners to purchase 693,980 shares of the Company's
common  stock  at  an exercise price of seventy five cents ($.75) per share, (b)
Series BD-2 Common Stock Purchase Warrants to Midtown Partners entitling Midtown
Partners to purchase 693,980 shares of the Company's common stock at an exercise
price  of  one  dollar  and  fifty  cents ($1.50) per share, and (c) Series BD-3
Common Stock Purchase Warrants to Midtown Partners entitling Midtown Partners to
purchase  346,840  shares  of the Company's common stock at an exercise price of
two  dollars  and  twenty  five cents ($2.25) per share. See Item 2.01 above for
description of Series BD-1, BD-2, and BD-3 Warrants.

     The  issuance  of the Series B Warrants to Midtown Partners was exempt from
the  registration  requirements  of  the  Securities  Act  of  1933, as amended,
pursuant  to  Section  4(2)  of  the Act for transactions not involving a public
offering  and  Rule 506 promulgated by the United States Securities and Exchange
Commission  under  the Securities Act of 1933, as amended.  Such securities were
issued  to  institutional  or  accredited  investors.

     The  proceeds  from  the  Series  A  Preferred  Stock Offering and the Loan
referenced  in  Item      above were used as follows: (a) $6,000,000 to purchase
                    ------
100%  of  the  issued and outstanding capital stock of Deer Valley Homebuilders,
Inc., (b) $490,274 as payment of commissions to Midtown Partners & Co., LLC, and
$212,481  for  working  capital and payment of accountant, legal, consulting and
miscellaneous  offering  expenses.

SHARE  EXCHANGE

     On  January  18,  2006,  completed  a  share exchange pursuant to which the
Company acquired 100% of the issued and outstanding capital stock of Deer Valley
Acquisitions,  Corp.  (the  "Share  Exchange").  Pursuant  to the Share Exchange
Agreement,  in  exchange  for 100% of the issued and outstanding common stock of
Deer  Valley Acquisitions, Corp., the Company issued the following securities to
the shareholders of Deer Valley Acquisitions, Corp.: (a) issued 49,451 shares of
the  Company's  Series  B  Preferred  Stock, (b)  26,750 shares of the Company's
Series  C  Preferred  Stock,  and (c) Series C Common Stock Purchase Warrants to
Midtown  Partners entitling Midtown Partners to purchase 2,000,000 shares of the
Company's  common  stock  at an exercise price of  seventy five cents ($.75) per
share. See Item 2.01 above for description of Series B Preferred Stock, Series C
Preferred  Stock  and  Series  C  Common  Stock  Purchase  Warrants.

     The  issuance of the Series B Preferred Stock, Series C Preferred Stock and
Series  C  Common  Stock  Purchase  Warrants  to the shareholders of Deer Valley
Acquisitions,  Corp.  was  exempt  from  the  registration  requirements  of the
Securities  Act  of  1933,  as  amended, pursuant to Section 4(2) of the Act for
transactions  not  involving  a  public offering and Rule 506 promulgated by the
United  States  Securities  and  Exchange Commission under the Securities Act of
1933,  as  amended.  Such securities were issued to institutional or  accredited
investors.

ADDITIONAL  WARRANT

     In  connection  with  its  issuance  of an Interest Bearing Non-Convertible
Installment Promissory Note, having an original principal balance of One Million
Five  Hundred Thousand and No/100 Dollars ($1,500,000), the Company, pursuant to
the  Securities Purchase and Share Exchange Agreement, issued to Lender a Series
D  Common Stock Purchase Warrant to purchase 2,000,000 shares of Common Stock at
an  exercise  price  per share equal to Seventy Five Cents ($.75). See Item 2.01
above  for  description  of  the  Series  D  Common  Stock  Purchase  Warrants.

     The issuance of the Series D Common Stock Purchase Warrants was exempt from
the  registration  requirements  of  the  Securities  Act  of  1933, as amended,
pursuant  to  Section  4(2)  of  the Act for transactions not involving a public
offering  and  Rule 506 promulgated by the United States Securities and Exchange
Commission  under  the Securities Act of 1933, as amended.  Such securities were
issued  to  institutional  or  accredited  investors.

<PAGE>

ITEM  4.01   CHANGE  IN  REGISTRANT'S  CERTIFYING  ACCOUNTANT.

     Effective  as  of  January  20,  2006,  Radin, Glass & Co., LLP resigned as
Company's  auditors.  The  reports  of  Radin, Glass & Co., LLP on the Company's
consolidated financial statements for the  fiscal  year  ended December 31, 2004
(the  "Audit  Period")  did  not  contain  any  adverse opinion or disclaimer of
opinion,  nor were they qualified or modified as to uncertainty, audit scope, or
accounting  principles,  except  for  an explanatory  paragraph  relating to the
Company's  ability  to  continue  as  a going concern.  During the Audit Period,
there  were  no  disagreements  with  Radin,  Glass  & Co., LLP on any matter of
accounting  principles  or  practices,  financial  statement  disclosure,  or
auditing  scope  or  procedure,  which  disagreements,  if  not  resolved to the
satisfaction  of  Radin,  Glass  &  Co.,  LLP,  would  have  caused  it  to make
reference  thereto  in  its reports  on  the  Company's  consolidated  financial
statements  for  such  years.

     During  the  Audit  Period,  the  Company  has  had no reportable events as
defined  in  Item  304(a)(1)(iv)  of  Regulation  S-K.

     The  Company  has  provided  Radin,  Glass  &  Co.,  LLP with a copy of the
foregoing  disclosures  and  has  requested, pursuant to the rules of the United
States  Securities and Exchange Commission (the "Commission"), that Radin, Glass
& Co., LLP provide the Company with a letter addressed to the Commission stating
whether  Radin,  Glass  &  Co., LLP agrees with the statements set forth in this
subsection  (a)  and, if not, stating the respects in which it does not agree. A
copy  of  the letter from Radin, Glass & Co., LLP is attached as Exhibit 16.1 to
this Current Report on Form 8-K.

ITEM  5.01  CHANGES  IN  CONTROL  OF  REGISTRANT

     In  connection  with the Series A Preferred Financing and Share Exchange on
January  18,  2006,  the  purchasers  of  the  Series A Preferred Stock acquired
control  of  Cytation  Corporation.  See  Item  2.01  above  for  a  schedule of
shareholders  holding more than 5% beneficial ownership of Cytation Corporation.

<PAGE>

The  total consideration paid was $5,202,735, the amount of the Series Preferred
Stock  Financing.  The  source  of funding was from institutional and accredited
investors.  Control  was  assumed  from  Richard  A.  Fisher  and Kevin J. High.

ITEM 5.02  DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS &
APPOINTMENT  OF  PRINCIPAL  OFFICERS

     Upon  completion  of  the  Series  A  Financing and the Share Exchange, (a)
Messrs.  Richard A. Fisher, Kevin J. High, Richard Parke, and John J Gilece, Jr.
resigned  from the Board of Directors, (b) Messrs. Richard A. Fisher resigned as
general  counsel  of the Company, and (c) Kevin J. High resigned as President of
the  Company.  None of the directors or officers resigned due to a disagreement.
Upon  completion  of  the  Series A Financing and the Share Exchange, Charles G.
Masters  was  appointed  by  the members of the Board of Directors to serve as a
director to fill a vacancy caused by such resignations.  In addition, Charles G.
Masters was elected to serve as the President and Chief Executive Officer of the
Company.

ITEM  5.06  CHANGE  IN  SHELL  COMPANY  STATUS

ITEM  9.01     FINANCIAL  STATEMENTS  AND  EXHIBITS

     The  following  exhibits  are  filed  with  this  Form  8-K:

     (a)     Financial  Statements  for  Business  Acquired.

     See  Exhibit  99.1  below.

     (b)     Pro-form  Financial  Information

     See  Exhibit  99.2  below.

     (c)     Exhibits.

*4.1     Certificate  of  Designation,  Preferences  and  Rights  of  Series  A
         Convertible  Preferred  Stock

*4.2     Certificate  of  Designation,  Preferences  and  Rights  of  Series  B
         Convertible  Preferred  Stock

*4.3     Certificate  of  Designation,  Preferences  and  Rights  of  Series  C
         Convertible  Preferred  Stock

*10.1     Securities  Purchase  and  Share  Exchange Agreement dated January 18,
          2006,   by   and   among  the  Company,   Richard  A. Fisher, Kevin J.
          High,  certain  purchasers   of  the   Company's  Series A Convertible
          Preferred Stock, DeerValley  Acquisitions  Corp.,  and  certain  other
          persons  a  party  thereto

*10.2     Investor  Rights  Agreement,  by  and  among  the Company, each of the
          purchasers  of  the  Company's Series A Convertible Preferred Stock,
          and certain other  persons  a  party  thereto

<PAGE>

*10.3     Earnout  Agreement, between Deer Valley Homebuilders, Inc., DeerValley
          Acquisitions  Corp.,  and  the  former  owners  of DeerValley
          Homebuilders, Inc.

*10.4     Form  of  Series  A  Common  Stock  Purchase  Warrant

*10.5     Form  of  Series  B  Common  Stock  Purchase  Warrant

*10.6     Interest Bearing Non-Convertible Installment Promissory Note issued by
          the Company in the original principal amount of $1,500,000

*10.7     Placement Agent Agreement between Cytation Corporation and Midtown
          Partners, LLC.

*16.1     Letter  from  Radin,  Glass  &  Co.,  LLP  to  the U.S. Securities and
          Exchange  Commission,  dated  January  20,  2006.

*99.1     Financial  Statements  of  Business  Acquired.

*99.2     Pro-Forma  Financial  Information.


*  Filed  herewith.

                                   SIGNATURES

Pursuant  to  the  requirements  of  the  Securities  Exchange  Act of 1934, the
Registrant has duly caused this amended report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                   CYTATION CORPORATION


                                   By: /s/ Charles G. Masters
                                      ---------------------------------------
                                   Name:  Charles G. Masters
                                        -------------------------------------
                                   Title:  President, Chief Executive Officer
                                         ------------------------------------
                                   Dated:  February 14, 2006

<PAGE>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.1
<SEQUENCE>2
<FILENAME>ex4-1.txt
<DESCRIPTION>CERTIFICATE OF DESIGNATION, PREFERENCES AND RIGHTS OF SERIES A CONVERTIBLE PREFERRED STOCK
<TEXT>
EXHIBIT 4.1

                           CERTIFICATE OF AMENDMENT TO
                         CERTIFICATE OF INCORPORATION OF
                              CYTATION CORPORATION

                           CERTIFICATE OF DESIGNATION,
                             PREFERENCES AND RIGHTS
                                       OF
                      SERIES A CONVERTIBLE PREFERRED STOCK

     Cytation  Corporation,  a corporation organized and existing under the laws
of the State of Delaware (the "CORPORATION"), hereby certifies that the Board of
Directors of the Corporation (the "BOARD OF DIRECTORS" or the "BOARD"), pursuant
to  authority of the Board of Directors as required by applicable corporate law,
and  in  accordance  with the provisions of its Certificate of Incorporation and
Bylaws,  has  and  hereby  authorizes  a  series of the Corporation's previously
authorized  Preferred  Stock,  par value $.01 per share (the "PREFERRED STOCK"),
and  hereby  states  the designation and number of shares, and fixes the rights,
preferences,  privileges,  powers  and  restrictions  thereof,  as  follows:

           SERIES A CONVERTIBLE PREFERRED STOCK DESIGNATION AND AMOUNT

     750,000  shares  of  the  authorized  and  unissued  Preferred Stock of the
Corporation  are  hereby  designated "SERIES A CONVERTIBLE PREFERRED STOCK" with
the  following  rights,  preferences,  powers,  privileges,  restrictions,
qualifications  and  limitations.

     1.  Stated  Value.  The  stated  value  of  each  issued  share of Series A
         -------------
Convertible  Preferred  Stock shall be deemed to be $10.00 (the "STATED VALUE"),
as the same may be equitably adjusted whenever there may occur a stock dividend,
stock split, combination, reclassification or similar event affecting the Series
A Convertible Preferred Stock.

     2.  Dividends.
         ---------

          a. Dividends on Series A Convertible Preferred Stock.

          (i) From and including the Date of Issuance (as defined below) of each
     share  of  Series  A Convertible Preferred Stock to the earliest of [A] the
     payment  of  the  Individual  Series  A  Liquidation Preference Payment (as
     defined  in  Section  4(a)  below)  on  each  share of Series A Convertible
                  ------------
     Preferred  Stock  upon  the  liquidation,  dissolution or winding-up of the
     Corporation,  [B]  the  conversion  of  the  Series A Convertible Preferred
     Stock, or [C] the date two (2) years from the Date of Issuance of the share
     of  Series A Convertible Preferred Stock, the holders of shares of Series A
     Convertible  Preferred  Stock shall be entitled to receive, prior to and in
     preference  to  any  declaration  or  payment  of any dividend on any other
     shares  of capital stock of the Corporation, a dividend for each such share
     at  a  rate  per  annum equal to seven percent (7%) of the Stated Value (as
     such  term is defined in Section 1 above) thereof, payable semi-annually by
                              ---------
     one  of the following methods, as selected by the Corporation: [Y] in cash,
     to  the  extent  funds  are  legally  available therefor in accordance with
     applicable  corporate  law;  or  [Z]  in-kind,  with shares of Common Stock
     registered  on Form SB-2 (or an alternative available form if the reporting

<PAGE>

     company  is  not  eligible  to  file  a  Form SB-2), at a ten percent (10%)
     discount to the "MARKET PRICE" (as defined in Section 9 below). The date on
                                                   ---------
     which  the  Corporation  initially issues any share of Series A Convertible
     Preferred  Stock  shall be deemed its "DATE OF ISSUANCE," regardless of the
     number  of  times  transfer  of  such  share  is  made on the stock records
     maintained  by  or  for  the  Corporation  and  regardless of the number of
     certificates which may be issued to evidence such share.

          (ii)  From  and  including  the  date  two  (2) years from the Date of
     Issuance of a share of Series A Convertible Preferred Stock to the earliest
     of  [A]  the  payment  of  the  Individual  Series A Liquidation Preference
     Payment  (as  defined  in  Section  4(a)  below)  on each share of Series A
                                ------------
     Convertible Preferred Stock upon the liquidation, dissolution or winding-up
     of  the  Corporation;  or  [B]  the  conversion of the Series A Convertible
     Preferred  Stock, each holder of Series A Convertible Preferred Stock shall
     receive,  in  the case of a dividend on Common Stock or any class or series
     that  is convertible into Common Stock, that dividend per share of Series A
     Convertible  Preferred Stock as would equal the product of [Y] the dividend
     payable on each share of such class or series determined, if applicable, as
     if  all  such shares of such class or series had been converted into Common
     Stock  and all Series A Convertible Preferred Stock had been converted into
     Common  Stock,  and  [Z] the number of shares of Common Stock issuable upon
     conversion  of  a share of Series A Convertible Preferred Stock, calculated
     on  the  record  date for determination of holders entitled to receive such
     dividend.

     b. Priority of Payment. In the event that full dividends are not paid under
        -------------------
Section  2(a)(i)  above  to  the  holders  of all outstanding shares of Series A
---------------
Convertible  Preferred Stock so entitled to such payment and funds available for
payment  of dividends shall be insufficient to permit payment in full to holders
of  all  such  stock  of  the  full  preferential amounts to which they are then
entitled,  then  the  entire  amount available for payment of dividends shall be
distributed,  first, ratably among all holders of Series A Convertible Preferred
Stock  in  proportion  to  the  full  amount  to  which  they would otherwise be
respectively  entitled  and,  second,  only  after  the  holders  of  Series  A
Convertible  Preferred Stock have received the full amount of dividends to which
they  were  entitled,  ratably  among  all  holders of other Preferred Stock and
Common  Stock  in proportion to the full amount to which they would otherwise be
respectively entitled.

     3. Voting.
        ------

     a.  Number  of  Votes.  On  any matter presented to the stockholders of the
         -----------------
Corporation  for their action or consideration at any meeting of stockholders of
the  Corporation  (or  by written consent of stockholders in lieu of a meeting),
each  holder of outstanding shares of Series A Convertible Preferred Stock shall
be  entitled, subject to the limitation set forth in Section 3(b) below, to cast
                                                     ------------
the  number  of  votes for the Series A Convertible Preferred Stock in an amount
equal  to  the  number  of whole shares of Common Stock into which the shares of
Series  A  Convertible Preferred Stock held by such holder are convertible as of
the  record  date  for determining stockholders entitled to vote on such matter.
Except  as  provided by law or by the provisions of Sections 3(c) and (d) below,
                                                    --------------------
holders  of  Series  A  Convertible Preferred Stock shall vote together with the

<PAGE>

holders  of  Common Stock, and with the holders of any other series of Preferred
Stock the terms of which so provide, together as a single class.

     b. Limitation on Number of Votes. Notwithstanding anything contained herein
        -----------------------------
to  the  contrary,  the  voting  rights  of each holder of outstanding shares of
Series A Convertible Preferred Stock shall be limited in accordance with Section
                                                                         -------
6  hereof,  so that each holder of Series A Convertible Preferred Stock shall be
--
entitled  to  vote only that number of votes equal to the number of whole shares
of  Common  Stock  into which the shares of Series A Convertible Preferred Stock
are  convertible  as  of  the  record  date,  up  to  a  maximum of 4.99% of the
outstanding shares of Common Stock of the Corporation.

     c.  Senior  Securities or Financial Instruments. At any time when a minimum
         -------------------------------------------
of  $3,500,000  of  the  Stated  Value  of  the  shares  of Series A Convertible
Preferred Stock are outstanding, except where the vote or written consent of the
holders  of a greater number of shares of the Corporation is required by law, by
the  Corporation's Certificate of Incorporation, as amended (the "CERTIFICATE OF
INCORPORTION"),  or  by this Certificate of Designations, Preferences and Rights
of Series A Convertible Preferred Stock (the "CERTIFICATE OF DESIGNATIONS"), and
in addition to any other vote required by law, the Certificate of Incorporation,
or  this Certificate of Designations, without the written consent or affirmative
vote  of  the  holders  of fifty percent (50%) of the then-outstanding shares of
Series  A  Convertible Preferred Stock given in writing or by vote at a meeting,
consenting  or  voting  (as the case may be) as a separate class from the Common
Stock,  the  Corporation  shall  not,  either  directly or by amendment, merger,
consolidation  or  otherwise,  issue  any  Additional Shares of Common Stock (as
defined  in  Section  5(d)  below)  unless  the same rank junior to the Series A
             -------------
Convertible  Preferred  Stock  with respect to the distribution of assets on the
liquidation,  dissolution  or  winding-up of the Corporation and with respect to
the  payment  of dividends and redemption rights, if applicable. Notwithstanding
the foregoing, this Section 3(c) shall not apply to a Qualified Financing or the
                    -----------
Reverse Merger (as such terms are defined in Section 9 below).
                                             ---------

     d.  Other  Limitations  on  Corporate Action. At any time when a minimum of
         ----------------------------------------
$3,500,000 of the Stated Value (as defined in the Certificate of Designation) of
the  shares of Series A Preferred Stock is outstanding, except where the vote or
written  consent of the holders of a greater number of shares of the Corporation
is  required by law, the Certificate of Incorporation, or by this Certificate of
Designations, and in addition to any other vote required by law, the Certificate
of  Incorporation,  or  by  this Certificate of Designation, without the written
consent  or  affirmative vote of the holders of no-less than fifty percent (50%)
of  the  outstanding  Stated  Value  of the Series A Convertible Preferred Stock
consenting  or  voting  (as the case may be) as a separate class from the Common
Stock,  the  Corporation  shall  not,  either  directly or by amendment, merger,
consolidation or otherwise:

          (i)  liquidate,  dissolve,  or wind-up the business and affairs of the
     Corporation,  effect any Deemed Liquidation Event, or consent to any of the
     foregoing;

          (ii) effectuate any merger, reorganization, or recapitalization of the
     Corporation,  including  such transactions with a Subsidiary (as defined in
     Section  9  below) or related entity, or enter into any agreement to do any
     of the foregoing, other than in connection with the Reverse Merger;

<PAGE>

          (iii) until the Effective Date of the Registration Statement, purchase
     or  redeem  or pay or declare any dividend or make any distribution on, any
     shares  of  stock  other  than  the Series A Convertible Preferred Stock as
     expressly  authorized  herein,  or  permit  any Subsidiary to take any such
     action,  except  for  (A)  securities  repurchased  from  former employees,
     officers,  directors,  consultants, or other persons who performed services
     for  the  Corporation or any subsidiary in connection with the cessation of
     such employment or service; or (B) securities repurchased upon the exercise
     of  the  Corporation's  right of first refusal to purchase such securities,
     each as approved by the Board of Directors;

          (iv)  after the Effective Date of the Registration Statement, purchase
     or  redeem  or pay or declare any dividend or make any distribution on, any
     shares  of  stock  other  than  the Series A Convertible Preferred Stock as
     expressly  authorized  herein,  or  permit  any Subsidiary to take any such
     action,  so  long  as an accrued dividend under Section 2 is unpaid, except
                                                     ---------
     for  (A) securities repurchased from former employees, officers, directors,
     consultants, or other persons who performed services for the Corporation or
     any  Subsidiary  in  connection  with  the  cessation of such employment or
     service;  or  (B)  securities  repurchased  upon  the  exercise  of  the
     Corporation's  right  of first refusal to purchase such securities, each as
     approved by the Board of Directors;

          (v)  alter or change the voting or other powers, preferences, or other
     rights,  privileges,  or restrictions of the Series A Convertible Preferred
     Stock contained herein (by merger, consolidation, or otherwise);

          (vi)  increase  the  authorized number of shares of Preferred Stock or
     Series A Convertible Preferred Stock; or

          (vii)  make,  or permit any Subsidiary to make, any loan or advance to
     any  person, including, without limitation, any employee or director of the
     Company, or incur any Indebtedness, except the Permitted Debt.

     4. Liquidation, Dissolution, or Winding-Up; Certain Mergers, Consolidations
        ------------------------------------------------------------------------
and Asset Sales.
---------------

     a.  Payments  to  Holders of Series A Convertible Preferred Stock. Upon any
         -------------------------------------------------------------
liquidation,  dissolution or winding-up of the Corporation, whether voluntary or
involuntary,  the  holders of the shares of Series A Convertible Preferred Stock
shall  be paid, before any payment shall be paid to the holders of Common Stock,
or  any  other  stock  ranking on liquidation junior to the Series A Convertible
Preferred  Stock  (including the Series B Preferred Stock and Series C Preferred
Stock (as defined in the Securities Purchase and Share Exchange Agreement) )(the
"JUNIOR  STOCK"),  an  amount  for  each share of Series A Convertible Preferred
Stock  held  by such holder equal to the sum of (1) the Stated Value thereof and
(2)  an  amount  equal  to dividends accrued but unpaid thereon, computed to the
date  payment  thereof  is  made  available (such applicable amount payable with

<PAGE>

respect  to  a  share  of  Series  A Convertible Preferred Stock sometimes being
referred  to  as  the  "INDIVIDUAL  SERIES  A  PREFERRED  LIQUIDATION PREFERENCE
PAYMENT"  and with respect to all shares of Series A Convertible Preferred Stock
in  the  aggregate  sometimes  being  referred  to  as  the  "AGGREGATE SERIES A
LIQUIDATION  PREFERENCE  PAYMENT").  If,  upon  such liquidation, dissolution or
winding-up  of  the Corporation, whether voluntary or involuntary, the assets to
be  distributed  among  the  holders of shares of Series A Convertible Preferred
Stock  shall  be  insufficient  to  permit  payment  to  the holders of Series A
Convertible Preferred Stock of an aggregate amount equal to the Aggregate Series
A  Liquidation  Preference Payment, then the entire assets of the Corporation to
be  so  distributed  shall  be distributed ratably among the holders of Series A
Convertible  Preferred  Stock  (based  on  the  Individual  Series  A  Preferred
Liquidation  Preference  Payments  due  to  the  respective  holders of Series A
Convertible Preferred Stock).

     b.  Payments  to  Holders  of  Junior  Stock.  After  the  payment  of  all
         ----------------------------------------
preferential  amounts  required  to  be  paid  to  the  holders  of the Series A
Convertible  Preferred  Stock  and  any  other  class  or series of stock of the
Corporation  ranking  on  liquidation senior to or on a parity with the Series A
Convertible  Preferred  Stock,  the  holders  of  shares  of  Junior  Stock then
outstanding shall be entitled to receive the remaining assets of the Corporation
available  for  distribution  to  its stockholders as otherwise set forth in the
Certificate of Incorporation.

     c. Deemed Liquidation Events.
        ---------------------------

          (i)  The  following  events shall be deemed to be a liquidation of the
     Corporation  for purposes of this Section 4 (a "DEEMED LIQUIDATION EVENT"),
                                       ---------
     unless  the  holders  of  a  majority of the shares of Series A Convertible
     Preferred  Stock elect otherwise by written notice given to the Corporation
     at least five (5) days prior to the effective date of any such event:

               (A)  a merger or consolidation (other than the Reverse Merger) in
          which:

                    (I) the Corporation is a constituent party, or

                    (II) a Subsidiary is a constituent party and the Corporation
               issues  shares  of  its  capital stock pursuant to such merger or
               consolidation,  except  that  any  such  merger  or consolidation
               involving  the Corporation or a Subsidiary in which the shares of
               capital stock of the Corporation outstanding immediately prior to
               such  merger  or  consolidation  continue  to  represent,  or are
               converted  or  exchanged  for  shares  of  capital  stock  that
               represent, immediately following such merger or consolidation, at
               least  a  majority,  by voting power, of the capital stock of (1)
               the surviving or resulting corporation or (2) if the surviving or
               resulting  corporation  is  a  wholly-owned subsidiary of another
               corporation  immediately  following such merger or consolidation,
               the parent corporation of such surviving or resulting corporation
               (provided  that,  for  the  purpose  of this Section 4(c)(i), all
                                                            ---------------
               shares  of  Common  Stock  issuable  upon  exercise  of  options
               outstanding immediately prior to such merger or consolidation, or

<PAGE>

               upon conversion of convertible securities outstanding immediately
               prior  to  such  merger  or  consolidation  shall be deemed to be
               outstanding  immediately  prior  to  such merger or consolidation
               and,  if  applicable,  converted  or  exchanged in such merger or
               consolidation  on the same terms as the actual outstanding shares
               of Common Stock are converted or exchanged); or

               (B)  the sale, lease, transfer, or other disposition, in a single
          transaction  or  series of related transactions, by the Corporation or
          any  Subsidiary  of  all  or  substantially  all  of the assets of the
          Corporation  and its Subsidiaries, taken as a whole, except where such
          sale,  lease,  transfer,  or  other  disposition  is to a wholly-owned
          Subsidiary.

          (ii)  The  Corporation  shall  not  have  the  power  to  effect  any
     transaction  constituting  a  Deemed  Liquidation Event pursuant to Section
                                                                         -------
     4(c)(i)(A)(I) above unless the agreement or plan of merger or consolidation
     ------------
     provides  that  the  consideration  payable  to  the  stockholders  of  the
     Corporation  shall  be  allocated among the holders of capital stock of the
     Corporation in accordance with Sections 4(a) and 4(b) above.
                                             ------------

          (iii)  In  the event of a Deemed Liquidation Event pursuant to Section
                                                                         -------
     4(c)(i)(A)(II)  or  (B)  above,  if  the  Corporation  does  not  effect  a
     -------------
     dissolution  of  the Corporation under the Delaware General Corporation Law
     within  sixty  (60)  days after such Deemed Liquidation Event, then (A) the
     Corporation  shall  deliver  a  written  notice  to each holder of Series A
     Convertible  Preferred  Stock  no  later than the 60th day after the Deemed
     Liquidation  Event  advising  such  holders  of  their  right  (and  the
     requirements  to  be met to secure such right) pursuant to the terms of the
     following  clause  (B) to require the redemption of such shares of Series A
                ----------
     Convertible  Preferred Stock; and (B) if the holders of at least a majority
     of  the  then-outstanding shares of Series A Convertible Preferred Stock so
     request in a written instrument delivered to the Corporation not later than
     seventy-five (75) days after such Deemed Liquidation Event, the Corporation
     shall  use  the  consideration  received by the Corporation for such Deemed
     Liquidation  Event  (net  of  any  retained liabilities associated with the
     assets  sold  or  technology  licensed,  as determined in good faith by the
     Board  of  Directors)(the  "NET PROCEEDS") to redeem, to the extent legally
     available  therefor,  on  the  90th day after such Deemed Liquidation Event
     (the  "LIQUIDATION  REDEMPTION  DATE"),  all outstanding shares of Series A
     Convertible  Preferred  Stock  at  a  price per share equal to the Series A
     Liquidation  Amount. In the event of a redemption pursuant to the preceding
     sentence,  if the Net Proceeds are not sufficient to redeem all outstanding
     shares  of Series A Convertible Preferred Stock, or if the Proceeds are not
     sufficient  to  redeem  all  outstanding  shares  of  Series  A Convertible
     Preferred  Stock,  or  if  the  Corporation  does not have sufficient funds
     lawfully  available to effect such redemption, the Corporation shall redeem
     a  pro  rata  portion  of  each  holder's  shares  of  Series A Convertible
     Preferred Stock to the fullest extent of such Net Proceeds or such lawfully
     available  funds, as the case may be, and, where such redemption is limited
     by the amount of lawfully available funds, the Corporation shall redeem the
     remaining  shares  to  have  been redeemed as soon as practicable after the
     Corporation has funds legally available therefor. Prior to the distribution
     or redemption provided for in this Section 4(c)(iii), the Corporation shall
                                        ----------------
     not  expend  or  dissipate  the  consideration  received  for  such  Deemed
     Liquidation  Event,  except  to discharge expenses incurred in the ordinary
     course of business.

<PAGE>

          (iv)  The  amount deemed paid or distributed to the holders of capital
     stock  of  the  Corporation  upon  any  such  merger,  consolidation, sale,
     transfer,  exclusive  license, other disposition or redemption shall be the
     cash or the value of the property, rights or securities paid or distributed
     to  such  holders by the Corporation or the acquiring person, firm or other
     entity.  The  value  of  such  property,  rights  or  securities  shall  be
     determined in good faith by the Board of Directors.

     5.  Optional  Conversion.  The  holders  of  Series A Convertible Preferred
         --------------------
Shares shall have the conversion rights as follows (the "CONVERSION RIGHTS").

     (a)  Right  to  Convert. Each share of Series A Convertible Preferred Stock
          ------------------
shall be convertible, at the option of the holder thereof, at any time after the
"CONVERSION  DATE"  (as  defined in Section 9 below), and without the payment of
                                    ---------
additional  consideration  by the holder thereof, into such number of fully-paid
and  nonassessable  shares  of Common Stock as is determined by dividing (1) the
sum  of (i) the Stated Value per share and (ii) all dividends accrued and unpaid
on each such share to the date such share is converted, whether or not declared,
and  all other dividends declared and unpaid on each such share through the date
of actual conversion, by (2) the Series A Conversion Price in effect at the time
of  conversion.  The  "SERIES  A  CONVERSION  PRICE" shall be seventy five cents
($.75).  The Series A Conversion Price, and the rate at which shares of Series A
Convertible  Preferred Stock may be converted into shares of Common Stock, shall
be subject to adjustment as provided below.

     (b) Fractional Shares. No fractional shares of Common Stock shall be issued
         -----------------
upon  conversion  of  the  Series  A Convertible Preferred Stock. In lieu of any
fractional  shares  to  which  the  holder  would  otherwise  be  entitled,  the
Corporation  shall pay cash equal to such fraction multiplied by the fair market
value  of  a  share  of Common Stock as determined in good faith by the Board of
Directors,  or round-up to the next whole number of shares, at the Corporation's
option.  Whether or not fractional shares would be issuable upon such conversion
shall  be  determined  on  the  basis  of the total number of shares of Series A
Convertible  Preferred  Stock  the  holder is at the time converting into Common
Stock  and  the  aggregate  number  of shares of Common Stock issuable upon such
conversion.

     (c) Mechanics of Conversion.
         -----------------------

          (i)  For  a  holder  of  Series  A  Convertible  Preferred  Stock  to
     voluntarily  convert  shares  of  Series A Convertible Preferred Stock into
     shares  of  Common  Stock,  that  holder shall surrender the certificate or
     certificates  for  such shares of Series A Convertible Preferred Stock (or,
     if  the  registered  holder  alleges  that  such certificate has been lost,
     stolen, or destroyed, a lost certificate affidavit and agreement reasonably
     acceptable  to  the  Corporation  to  indemnify the Corporation against any
     claim  that  may  be made against the Corporation on account of the alleged
     loss,  theft,  or  destruction  of  such certificate), at the office of the
     transfer  agent  for  the  Series  A Convertible Preferred Stock (or at the
     principal  office  of  the Corporation if the Corporation serves as its own
     transfer  agent),  together  with  written notice that the holder elects to
     convert  all  or  any  number  of  the  shares  of the Series A Convertible
     Preferred  Stock  represented  by  such certificate or certificates and, if
     applicable,  any  event  on which such conversion is contingent. The notice
     shall  state  the  holder's  name or the names of the nominees in which the

<PAGE>

     holder wishes the certificate or certificates for shares of Common Stock to
     be  issued.  If  required  by the Corporation, certificates surrendered for
     conversion  shall  be  endorsed  or  accompanied by a written instrument or
     instruments  of  transfer,  in  form  satisfactory to the Corporation, duly
     executed  by  the  registered  holder  or  his,  her,  or its attorney duly
     authorized  in writing. The close of business on the date of receipt by the
     transfer  agent  of  such  certificates  (or lost certificate affidavit and
     agreement)  and  notice (or by the Corporation if the Corporation serves as
     its  own  transfer  agent) shall be the time of conversion (the "CONVERSION
     TIME"),  and  the  shares  of  Common Stock issuable upon conversion of the
     shares represented by such certificate shall be deemed to be outstanding of
     record as of that date. The Corporation shall, as soon as practicable after
     the  Conversion  Time,  issue  and  deliver at such office to the holder of
     Series  A Convertible Preferred Stock, or to his, her, or its nominee(s), a
     certificate  or  certificates  for  the number of shares of Common Stock to
     which  the  holder(s)  shall be entitled, together with cash in lieu of any
     fraction of a share, if applicable.

          (ii) The Corporation shall at all times while the Series A Convertible
     Preferred  Stock  is  outstanding,  reserve  and  keep available out of its
     authorized  but unissued stock, for the purpose of effecting the conversion
     of  the  Series  A  Convertible  Preferred  Stock,  such number of its duly
     authorized  shares of Common Stock as shall from time to time be sufficient
     to  effect the conversion of all outstanding Series A Convertible Preferred
     Stock; and if, at any time, the number of authorized but unissued shares of
     Common  Stock  shall  not  be  sufficient  to  effect the conversion of all
     then-outstanding  shares  of  the Series A Convertible Preferred Stock, the
     Corporation  shall  take  such  corporate  action  as  may  be necessary to
     increase  its authorized but unissued shares of Common Stock to such number
     of  shares  as  shall  be  sufficient for such purposes, including, without
     limitation,  engaging  in  best efforts to obtain the requisite stockholder
     approval of any necessary amendment to the Certificate of Incorporation.

          (iii)  All  shares  of Series A Convertible Preferred Stock that shall
     have  been surrendered for conversion as herein provided shall no longer be
     deemed  to  be  outstanding,  and  all  rights with respect to such shares,
     including  the  rights, if any, to receive notices, to vote, and to receive
     payment  of  any  dividends  accrued  or declared but unpaid thereon, shall
     immediately  cease  and  terminate  at the Conversion Time, except only the
     right  of the holders thereof to receive shares of Common Stock in exchange
     therefor.  Any  shares of Series A Convertible Preferred Stock so converted
     shall  be retired and cancelled and shall not be reissued as shares of such
     series,  and  the Corporation (without the need for stockholder action) may
     from  time  to  time  take  such  appropriate action as may be necessary to
     reduce  the  authorized  number of shares of Series A Convertible Preferred
     Stock accordingly.

          (iv)  Upon  any  such  conversion,  no  adjustment  to  the  Series  A
     Conversion  Price  shall  be  made  for  any accrued or declared but unpaid
     dividends  on  the  Series  A  Convertible  Preferred Stock surrendered for
     conversion or on the Common Stock delivered upon conversion.

          (v)  The  Corporation  shall  pay  any and all issue and other similar
     taxes  that may be payable in respect of any issuance or delivery of shares
     of Common Stock upon conversion of shares of Series A Convertible Preferred

<PAGE>

     Stock  pursuant  to  this Section 5. The Corporation shall not, however, be
     required  to  pay  any  tax  that may be payable in respect of any transfer
     involved  in  the issuance and delivery of shares of Common Stock in a name
     other than that in which the shares of Series A Convertible Preferred Stock
     so  converted  were  registered,  and no such issuance or delivery shall be
     made  unless  and  until  the person or entity requesting such issuance has
     paid  to  the Corporation the amount of any such tax or has established, to
     the satisfaction of the Corporation, that such tax has been paid.

     (d) Adjustments to Series A Conversion Price for Diluting Issues.
         ------------------------------------------------------------

          (i) Special Definitions. For purposes of this Section 5, the following
              -------------------
     definitions shall apply:

               (A) "OPTION" shall mean rights, options, or warrants to subscribe
          for,  purchase,  or  otherwise  acquire  Common  Stock  or Convertible
          Securities.

               (B)  "SERIES  A ORIGINAL ISSUE DATE" shall mean the date on which
          the first share of Series A Convertible Preferred Stock was issued.

               (C)  "CONVERTIBLE  SECURITIES"  shall  mean  any  evidence  of
          indebtedness,  shares  or  other  securities  directly  or  indirectly
          convertible  into  or  exchangeable  for  Common  Stock, but excluding
          Options.

               (D)  "ADDITIONAL SHARES OF COMMON STOCK" shall mean all shares of
          Common  Stock  issued (or, pursuant to Section 5(d)(iii) below, deemed
                                                 -----------------
          to  be  issued)  by  the Corporation after the Series A Original Issue
          Date, other than the following ("EXEMPTED SECURITIES"):

                    (I)  shares  of  Common  Stock  issued or deemed issued as a
               dividend or distribution on Series A Convertible Preferred Stock,
               Series  A  Warrants  (as  defined  in  Section 9 below) issued as
                                                      ---------
               penalty  warrants  to  holders  of Series A Convertible Preferred
               Stock pursuant to Section 2 of the Investor Rights Agreement, and
                                 ---------
               Series A Warrants issued as penalty warrants to the holder of the
               Series  D  Warrant  pursuant  to Section 2 of the Investor Rights
                                                ---------
               Agreement;

                    (II)  shares of Common Stock issued or issuable by reason of
               a dividend, stock split, split-up or other distribution on shares
               of Common Stock that is covered by Section 5(e) or 5(f) below;
                                                  -------------------

                    (III)  shares  of  Common  Stock  issued or deemed issued to
               employees  or directors of, or consultants to, the Corporation or
               any of its Subsidiaries for services rendered pursuant to a plan,
               agreement,  or  arrangement  approved  by  the Board of Directors
               (including up to 5,000 shares of Common Stock per month issued or
               issuable  to third party(ies) in connection with the provision of
               guarantees for certain obligations of the Company);

<PAGE>

                    (IV)  shares  of  Common  Stock  or  Convertible  Securities
               actually issued upon the exercise of Options, or shares of Common
               Stock  actually  issued  upon  the  conversion  or  exchange  of
               Convertible  Securities  (including  the  Series  A  Convertible
               Preferred  Stock,  the  Series B Convertible Preferred Stock, the
               Series  C Convertible Preferred Stock, the Series A Warrants, the
               Series  B  Warrants, the Series C Warrants, the Series D Warrant,
               and  the  warrants  issued  to  Midtown  Partners  & Co., LLC (as
               placement  agent) in connection with the offering of the Series A
               Convertible Preferred Stock), in each case, provided the issuance
               is pursuant to the terms of such Option or Convertible Security;

                    (V)  shares  of  Common  Stock  issued  or  deemed issued in
               connection with a bona fide joint venture or business acquisition
               of  or by the Corporation, whether by merger, consolidation, sale
               of assets, sale or exchange of stock, or otherwise; provided that
               any  such issuance is approved by the Board of Directors, and, at
               the  time  of  such  issuance, the aggregate of that issuance and
               similar issuances in the preceding twelve (12) month period shall
               not exceed ten percent (10%) of the then-outstanding Common Stock
               (assuming  full  conversion  and  exercise of all convertible and
               exercisable securities);

                    (VI)  shares  of  Common  Stock,  Preferred  Stock  or other
               securities  issued  by  the  Corporation  in  connection with the
               Reverse  Merger  (the  "EXCHANGED  SECURITIES"),  in exchange for
               outstanding  shares  of  Common  Stock,  Preferred Stock or other
               securities  of  DeerValley  Acquisitions  Corp. (the "SURRENDERED
               SECURITIES"); and

                    (VII)  the  Company's  offering  of  up to 750,000 shares of
               Series  A  Convertible  Preferred  Stock,  Series  A Warrants and
               Series  B  Warrants,  and  up  to  76,201  shares  of  Series  B
               Convertible  Preferred  Stock  and Series C Convertible Preferred
               Stock,  in the aggregate, pursuant to the Securities Purchase and
               Share Exchange Agreement.

          (ii)  No Adjustment of Series A Conversion Price. No adjustment in the
                ------------------------------------------
     Series  A  Conversion  Price shall be made as the result of the issuance of
     Additional  Shares  of  Common  Stock  if:  (a) the consideration per share
     (determined  pursuant  to Section 5(d)(v) below) for such Additional Shares
                               ---------------
     of  Common  Stock issued or deemed to be issued by the Corporation is equal
     to  or  greater  than  the  applicable  Series A Conversion Price in effect
     immediately  prior  to  the  issuance or deemed issuance of such Additional
     Shares  of  Common Stock; or (b) prior to such issuance or deemed issuance,
     the  Corporation  receives  written  notice  from the holders of at least a
     majority  of  the then-outstanding shares of Series A Convertible Preferred
     Stock  agreeing  that no such adjustment shall be made as the result of the
     issuance or deemed issuance of such Additional Shares of Common Stock.

          (iii) Deemed Issue of Additional Shares of Common Stock.
                -------------------------------------------------

               (A)  If  the  Corporation, at any time or from time to time after
          the  Series  A  Original  Issue  Date,  shall  issue  any  Options  or
          Convertible  Securities  (excluding  Options or Convertible Securities
          that,  upon  exercise,  conversion, or exchange thereof, would entitle
          the holder thereof to receive Exempted Securities pursuant to Sections
                                                                        --------
          5(d)(i)(D)(I),  (II),  (III), (IV), (V), (VI) or (VII)) or shall fix a
          ------------------------------------------------------
          record  date  for  the  determination  of  holders  of  any  class  of

<PAGE>

          securities  entitled  to  receive  any  such  Options  or  Convertible
          Securities,  then the maximum number of shares of Common Stock (as set
          forth in the instrument relating thereto, assuming the satisfaction of
          any  conditions  to exercisability, convertibility, or exchangeability
          but without regard to any provision contained therein for a subsequent
          adjustment  of such number) issuable upon the exercise of such Options
          or,  in  the  case of Convertible Securities and Options therefor, the
          conversion or exchange of such Convertible Securities, shall be deemed
          to  be Additional Shares of Common Stock issued as of the time of such
          issue  or, in case such a record date shall have been fixed, as of the
          close of business on such record date.

               (B)  If  the  terms  of  any  Option or Convertible Security, the
          issuance of which resulted in an adjustment to the Series A Conversion
          Price  pursuant  to  the  terms of Section 5(d)(iv) below, are revised
                                             ----------------
          (either  automatically pursuant to the provisions contained therein or
          as  a  result of an amendment to such terms) to provide for either (1)
          any  increase  or  decrease  in  the  number of shares of Common Stock
          issuable upon the exercise, conversion, or exchange of any such Option
          or  Convertible  Security  or  (2)  any  increase  or  decrease in the
          consideration  payable  to  the  Corporation  upon  such  exercise,
          conversion,  or  exchange,  then,  effective  upon  such  increase  or
          decrease  becoming  effective,  the Series A Conversion Price computed
          upon  the  original  issue  of such Option or Convertible Security (or
          upon  the  occurrence  of a record date with respect thereto) shall be
          readjusted  to  such  Series  A  Conversion  Price  as would have been
          obtained  had such revised terms been in effect upon the original date
          of  issuance  of  such Option or Convertible Security. Notwithstanding
          the  foregoing,  no  adjustment pursuant to this clause (B) shall have
          the  effect  of  increasing the Series A Conversion Price to an amount
          that  exceeds  the  lower  of (i) the Series A Conversion Price on the
          original  adjustment  date, or (ii) the Series A Conversion Price that
          would  have resulted from any issuances of Additional Shares of Common
          Stock between the original adjustment date and such readjustment date.

               (C) If the terms of any Option or Convertible Security (excluding
          Options  or Convertible Securities that, upon exercise, conversion, or
          exchange thereof, would entitle the holder thereof to receive Exempted
          Securities pursuant to Sections 5(d)(i)(D)(I), (II), (III), (IV), (V),
                                 -----------------------------------------------
          (VI)  or  (VII)  above),  the  issuance  of which did not result in an
          --------------
          adjustment  to  the Series A Conversion Price pursuant to the terms of
          Section  5(d)(iv)  below  (either  because the consideration per share
          ----------------
          (determined  pursuant  to  Section  5(d)(v)  below)  of the Additional
                                     ----------------
          Shares  of  Common  Stock subject thereto was equal to or greater than
          the  Series  A Conversion Price then in effect, or because such Option
          or  Convertible Security was issued before the Series A Original Issue
          Date),  are  revised  after  the  Series A Original Issue Date (either
          automatically  pursuant  to  the  provisions contained therein or as a
          result  of  an  amendment to such terms) to provide for either (1) any
          increase  or decrease in the number of shares of Common Stock issuable
          upon  the  exercise,  conversion,  or  exchange  of any such Option or
          Convertible  Security  or  (2)  any  increase  or  decrease  in  the
          consideration  payable  to  the  Corporation  upon  such  exercise,
          conversion,  or exchange, then such Option or Convertible Security, as
          so  amended, and the Additional Shares of Common Stock subject thereto
          (determined  in  the  manner  provided  in Section 5(d)(iii)(A) above)
                                                     -------------------
          shall  be  deemed  to have been issued effective upon such increase or
          decrease becoming effective.

<PAGE>

               (D)  Upon the expiration or termination of any unexercised Option
          or  unconverted  or  unexchanged  Convertible  Security  that resulted
          (either upon its original issuance or upon a revision of its terms) in
          an  adjustment  to the Series A Conversion Price pursuant to the terms
          of  Section  5(d)(iv)  below,  the  Series A Conversion Price shall be
              ----------------
          readjusted  to  such  Series  A  Conversion  Price  as would have been
          obtained had such Option or Convertible Security never been issued.

          (iv)  Adjustment  of  Series  A  Conversion  Price  Upon  Issuance  of
                ----------------------------------------------------------------
     Additional  Shares  of  Common  Stock. If the Corporation shall at any time
     -------------------------------------
     after  the  Series  A Original Issue Date issue Additional Shares of Common
     Stock  (including  Additional  Shares  of  Common Stock deemed to be issued
     pursuant  to  Section  5(d)(iii)  above),  without  consideration  or for a
                   -----------------
     consideration  per share less than the applicable Series A Conversion Price
     in  effect  immediately  prior  to such issue, then the Series A Conversion
     Price  shall  be reduced, concurrently with such issue, to a price equal to
     the  consideration  received  per  share in connection with the issuance of
     such Additional Shares of Common Stock.

          (v) Determination of Consideration. For purposes of this Section 5(d),
              ------------------------------
     the  consideration  received  by  the  Corporation  for  the  issue  of any
     Additional Shares of Common Stock shall be computed as follows:

               (A) Cash and Property: Such consideration shall:
                   -----------------

                    (I)  insofar  as  it  consists  of  cash, be computed at the
               aggregate  amount  of cash received by the Corporation, excluding
               amounts paid or payable for accrued interest;

                    (II)  insofar as it consists of property other than cash, be
               computed  at  the  fair  market value thereof at the time of such
               issue, as determined in good faith by the Board of Directors; and

                    (III)  if  Additional  Shares  of  Common  Stock  are issued
               together  with  other shares or securities or other assets of the
               Corporation for consideration that covers both, be the proportion
               of  such  consideration  so  received,  computed  as  provided in
               clauses  (I)  and  (II) above, as determined in good faith by the
               Board of Directors.

               (B)  Options  and  Convertible  Securities. The consideration per
                    -------------------------------------
          share  received  by  the  Corporation  for Additional Shares of Common
          Stock  deemed to have been issued pursuant to Section 5(d)(iii) above,
                                                        ----------------
          relating to Options and Convertible Securities, shall be determined by
          dividing

                    (I)  the total amount, if any, received or receivable by the
               Corporation  as  consideration  for  the issue of such Options or
               Convertible  Securities,  plus  the  minimum  aggregate amount of
               additional  consideration  (as  set  forth  in  the  instruments
               relating  thereto,  without  regard  to  any  provision contained
               therein  for  a  subsequent  adjustment  of  such  consideration)
               payable  to  the Corporation upon the exercise of such Options or
               the  conversion or exchange of such Convertible Securities, or in
               the  case  of Options for Convertible Securities, the exercise of

<PAGE>

               such  Options  for  Convertible  Securities and the conversion or
               exchange of such Convertible Securities, by

                    (II)  the  maximum  number of shares of Common Stock (as set
               forth  in the instruments relating thereto, without regard to any
               provision  contained  therein for a subsequent adjustment of such
               number)  issuable  upon  the  exercise  of  such  Options  or the
               conversion or exchange of such Convertible Securities.

          (vi)  Multiple  Closing  Dates. If the Corporation shall issue on more
                ------------------------
     than  one  date  Additional  Shares  of Common Stock that are a part of one
     transaction or a series of related transactions and that would result in an
     adjustment  to  the  Series  A  Conversion  Price  pursuant to the terms of
     Section  5(d)(iv)  above,  then, upon the final such issuance, the Series A
     ----------------
     Conversion  Price  shall be readjusted to give effect to all such issuances
     as  if  they  occurred  on the date of the first such issuance (and without
     giving  additional  effect to any adjustments as a result of any subsequent
     issuances within such period).

     (e) Adjustment for Stock Splits and Combinations. If the Corporation shall,
         --------------------------------------------
at  any time or from time to time after the Series A Original Issue Date, effect
a  subdivision  of the outstanding Common Stock without a comparable subdivision
of  the  Series A Convertible Preferred Stock, or combine the outstanding shares
of  Series A Convertible Preferred Stock without a comparable combination of the
Common  Stock,  the  Series A Conversion Price in effect immediately before that
subdivision or combination shall be proportionately decreased so that the number
of  shares  of  Common Stock issuable on conversion of each share of such series
shall  be  increased  in  proportion to such increase in the aggregate number of
shares  of  Common  Stock  outstanding  or in proportion to such decrease in the
aggregate  number of shares of Series A Convertible Preferred Stock outstanding,
as  applicable. If the Corporation shall, at any time or from time to time after
the Series A Original Issue Date, combine the outstanding shares of Common Stock
without  a comparable combination of the Series A Convertible Preferred Stock or
effect a subdivision of the outstanding shares of Series A Convertible Preferred
Stock  without  a  comparable  subdivision  of  the  Common  Stock, the Series A
Conversion  Price  in  effect  immediately before the combination or subdivision
shall  be proportionately increased so that the number of shares of Common Stock
issuable  on  conversion  of  each  share  of  such series shall be decreased in
proportion  to  such  decrease in the aggregate number of shares of Common Stock
outstanding  or in proportion to such increase in the aggregate number of shares
of  Series  A  Convertible  Preferred  Stock  outstanding,  as  applicable.  Any
adjustment under this subsection shall become effective at the close of business
on the date the subdivision or combination becomes effective.

     (f)  Adjustment for Certain Dividends and Distributions. If the Corporation
          --------------------------------------------------
shall,  at any time or from time to time after the Series A Original Issue Date,
make  or  issue, or fix a record date for the determination of holders of Common
Stock  entitled  to  receive,  a  dividend  or other distribution payable on the
Common Stock in additional shares of Common Stock, then, and in each such event,
the  Series  A Conversion Price in effect immediately before such event shall be
decreased  as  of  the time of such issuance or, in the event such a record date
shall  have  been  fixed,  as  of  the close of business on such record date, by
multiplying the Series A Conversion Price then in effect by a fraction:

<PAGE>

          (1)  the  numerator  of  which  shall be the total number of shares of
     Common  Stock  issued and outstanding immediately prior to the time of such
     issuance or the close of business on such record date, and

          (2)  the  denominator  of which shall be the total number of shares of
     Common  Stock  issued and outstanding immediately prior to the time of such
     issuance  or  the  close of business on such record date plus the number of
     shares  of  Common  Stock  issuable  in  payment  of  such  dividend  or
     distribution;

provided,  however,  that  if  such  record  date shall have been fixed and such
dividend is not fully paid or if such distribution is not fully made on the date
fixed therefor, the Series A Conversion Price shall be recomputed accordingly as
of  the  close  of  business  on  such  record  date and thereafter the Series A
Conversion Price shall be adjusted pursuant to this subsection as of the time of
actual  payment  of  such  dividends  or  distributions;  and  provided further,
however,  that  no  such  adjustment  shall  be  made if the holders of Series A
Convertible  Preferred  Stock  simultaneously  receive  (i)  a dividend or other
distribution of shares of Common Stock in a number equal to the number of shares
of  Common Stock as they would have received if all outstanding shares of Series
A  Convertible  Preferred Stock had been converted into Common Stock on the date
of  such  event;  or (ii) a dividend or other distribution of shares of Series A
Convertible  Preferred Stock that are convertible, as of the date of such event,
into  such  number  of  shares  of  Common  Stock  as  is equal to the number of
additional  shares  of  Common  Stock being issued with respect to each share of
Common  Stock  in  such  dividend  or  distribution.

     (g)  Adjustments  for Other Dividends and Distributions. If the Corporation
          --------------------------------------------------
shall,  at any time or from time to time after the Series A Original Issue Date,
make  or issue, or fix a record date for the determination of holders of capital
stock  of  the Corporation entitled to receive, a dividend or other distribution
payable in securities of the Corporation (other than a distribution of shares of
Common  Stock  in  respect  of  outstanding  shares of Common Stock) or in other
property,  then,  and  in  each  such event, the holders of Series A Convertible
Preferred  Stock  shall  receive,  simultaneously  with  the distribution to the
holders  of  such  capital  stock,  a  dividend  or  other  distribution of such
securities or other property in an amount equal to the amount of such securities
or  other  property  as  they  would  have received if all outstanding shares of
Series A Convertible Preferred Stock had been converted into Common Stock on the
date of such event.

     (h) Adjustment for Merger or Reorganization, etc. Subject to the provisions
         --------------------------------------------
of  Section  4(c)  above,  if  there  shall  occur  any  reorganization,
    ------------
recapitalization,  reclassification,  consolidation  or  merger  involving  the
Corporation  in  which  the  Common  Stock  (but  not  the  Series A Convertible
Preferred  Stock)  is converted into or exchanged for securities, cash, or other
property (other than a transaction covered by Sections 5(e), (f), or (g) above),
                                              -------------------------
then,  following  any  such  reorganization, recapitalization, reclassification,
consolidation,  or  merger,  each  share of Series A Convertible Preferred Stock
shall  thereafter  be  convertible in lieu of the Common Stock into which it was
convertible  prior to such event into the kind and amount of securities, cash or
other  property  that  a  holder  of the number of shares of Common Stock of the
Corporation  issuable  upon  conversion  of  one  share  of Series A Convertible
Preferred  Stock  immediately  prior  to  such reorganization, recapitalization,
reclassification,  consolidation,  or merger would have been entitled to receive

<PAGE>

pursuant  to  such  transaction;  and,  in such case, appropriate adjustment (as
determined  in  good  faith  by  the  Board  of  Directors) shall be made in the
application  of  the provisions in this Section 5 with respect to the rights and
                                        ---------
interests thereafter of the holders of the Series A Convertible Preferred Stock,
to the end that the provisions set forth in this Section 5 (including provisions
                                                 ---------
with  respect  to  changes  in  and other adjustments of the Series A Conversion
Price)  shall  thereafter  be  applicable,  as  nearly  as reasonably may be, in
relation  to  any  securities  or other property thereafter deliverable upon the
conversion of the Series A Convertible Preferred Stock.

     (i)  Certificate  as to Adjustments. Upon the occurrence of each adjustment
          ------------------------------
or readjustment of the Series A Conversion Price pursuant to this Section 5, the
                                                                  ---------
Corporation,  at  its expense, shall, as promptly as reasonably practicable, but
in any event not later than ten (10) days thereafter, compute such adjustment or
readjustment  in  accordance with the terms hereof and furnish to each holder of
Series A Convertible Preferred Stock a certificate setting forth such adjustment
or  readjustment  (including  the  kind  and amount of securities, cash or other
property into which the Series A Convertible Preferred Stock is convertible) and
showing in detail the facts upon which such adjustment or readjustment is based.
The  Corporation  shall, as promptly as reasonably practicable after the written
request  at  any time of any holder of Series A Convertible Preferred Stock (but
in  any  event  not later than ten (10) days thereafter), furnish or cause to be
furnished to such holder a certificate setting forth (i) the Series A Conversion
Price then in effect, and (ii) the number of shares of Common Stock and the type
and  amount,  if  any, of other securities, cash, or property that then would be
received upon the conversion of Series A Convertible Preferred Stock.

     (j) Notice of Record Date. In the event:
         --------------------

          (i)  the  Corporation shall take a record of the holders of its Common
     Stock (or other stock or securities at the time issuable upon conversion of
     the  Series  A Convertible Preferred Stock) for the purpose of entitling or
     enabling  them to receive any dividend or other distribution, or to receive
     any  right to subscribe for or purchase any shares of stock of any class or
     any other securities, or to receive any other right; or

          (ii)  of  any  capital  reorganization  of  the  Corporation,  any
     reclassification of the Common Stock, or any Deemed Liquidation Event; or

          (iii)  of  the  voluntary  or involuntary dissolution, liquidation, or
     winding-up of the Corporation, then, and in each such case, the Corporation
     will  send  or  cause to be sent to the holders of the Series A Convertible
     Preferred  Stock  a  notice  specifying, as the case may be, (i) the record
     date  for  such  dividend,  distribution,  or  right,  and  the  amount and
     character  of  such dividend, distribution, or right; or (ii) the effective
     date on which such reorganization, reclassification, consolidation, merger,
     transfer,  dissolution,  liquidation,  or  winding-up  is  proposed to take
     place,  and  the  time,  if  any is to be fixed, as of which the holders of
     record  of  Common  Stock  (or  such  other stock or securities at the time

<PAGE>

     issuable  upon  the conversion of the Series A Convertible Preferred Stock)
     shall  be  entitled to exchange their shares of Common Stock (or such other
     stock or securities) for securities or other property deliverable upon such
     reorganization,  reclassification,  consolidation,  merger,  transfer,
     dissolution,  liquidation,  or  winding-up,  and  the  amount per share and
     character of such exchange applicable to the Series A Convertible Preferred
     Stock  and  the  Common  Stock. Such notice shall be sent at least ten (10)
     days  prior to the record date or effective date for the event specified in
     such  notice. Any notice required by the provisions hereof to be given to a
     holder  of  shares  of Series A Convertible Preferred Stock shall be deemed
     sent  to  such  holder  if  deposited  in  the  United States mail, postage
     prepaid, and addressed to such holder at his, her, or its address appearing
     on the books of the Corporation.

     6.  Conversion Cap. In no event shall any holder be entitled to convert any
         --------------
Series  A Convertible Preferred Stock to the extent that, after such conversion,
the sum of the number of shares of Common Stock beneficially owned by any holder
and  its  affiliates  (other  than  shares  of  Common Stock which may be deemed
beneficially  owned  through  the  ownership  of  the unconverted portion of the
Series A Convertible Preferred Stock or any unexercised right held by any holder
subject  to  a  similar limitation), would result in beneficial ownership by any
holder and its affiliates of more than 4.99% of the outstanding shares of Common
Stock (after taking into account the shares to be issued to the holder upon such
conversion).  For  purposes  of  this  Section  6, beneficial ownership shall be
                                       ----------
determined  in  accordance  with Section 13(d) of the Securities Exchange Act of
1934,  as  amended. Nothing herein shall preclude the holder from disposing of a
sufficient  number  of  other  shares  of Common Stock beneficially owned by the
holder  so  as  to  thereafter  permit  the continued conversion of the Series A
Convertible Preferred Stock.

     7. Intentionally omitted.

     8.  Waiver.  Any  of  the  rights, powers, or preferences of the holders of
         ------
Series  A  Convertible  Preferred  Stock  set  forth herein may be waived by the
affirmative  consent or vote of the holders of at least a majority of the shares
of Series A Convertible Preferred Stock then outstanding.

     9.  Definitions.  As  used  herein,  the  following  terms  shall  have the
         -----------
following meanings:

     a.  "AFFILIATE"  means,  with  respect  to  any  individual,  corporation,
partnership, association, trust, or any other entity (in each case, a "PERSON"),
any Person that, directly or indirectly, Controls, is Controlled by, or is under
common  Control  with  such  Person,  including, without limitation, any general
partner,  executive  officer,  or  director  of such Person or any holder of ten
percent (10%) or more of the outstanding equity or voting power of such Person.

     b.  "CLOSING  PRICE"  for  any day means: (i) the last reported sales price
regular way of the Common Stock on such day on the principal securities exchange
on which the Common Stock is then listed or admitted to trading or on Nasdaq, as
applicable;  (ii)  if  no  sale  takes  place on such day on any such securities
exchange  or  system,  the  average of the closing bid and asked prices, regular
way,  on  such  day  for  the  Common  Stock  as  officially  quoted on any such

<PAGE>

securities  exchange or system; (iii) if on such day such shares of Common Stock
are not then listed or admitted to trading on any securities exchange or system,
the  last  reported sale price, regular way, on such day for the Common Stock in
the  domestic  over-the-counter  market  as  reported  on  the  Over the Counter
Bulletin  Board  (the  "OTCBB");  (iv)  if  no sale takes place on such day, the
average  of  the  high  and low bid price of the Common Stock on such day in the
domestic  over-the-counter  market  as reported on the OTCBB; (v) if on such day
such  shares  of  Common Stock are not then listed or admitted to trading on any
securities  exchange  or  system,  the last reported sale price, regular way, on
such  day  for  the  Common  Stock  in  the  domestic over-the-counter market as
reported  on  the  by  the National Quotation Bureau, Incorporated, or any other
successor  organization, or (vi) if no sale takes place on such day, the average
of  the  high  and low bid price of the Common Stock on such day in the domestic
over-the-counter  market  as  reported  by  the  National  Quotation  Bureau,
Incorporated,  or any other successor organization. If, at any time, such shares
of  Common Stock are not listed on any domestic exchange or quoted in the NASDAQ
System or the domestic over-the-counter market or reported in the "pink sheets,"
the  Closing  Price  shall  be  the  fair  market value thereof determined by an
independent appraiser selected in good faith by the Board of Directors.

     c.  "CONTROL"  means  the  possession,  directly or indirectly, of power to
direct  or  cause  the  direction  of  management  or  policies (whether through
ownership of voting securities, by agreement or otherwise).

     d.  "CONVERSION  DATE"  shall  mean  either  (1)  the Effective Date of the
Registration  Statement,  or  (2)  the  date  that  the  holder  of the Series A
Convertible  Preferred  Stock  has  satisfied  the  minimum one (1) year holding
requirements set forth in SEC Rule 144(d).

     e.  "EFFECTIVE  DATE  OF THE REGISTRATION STATEMENT" shall mean the date on
which  the SEC declares effective the Corporation's registration statement filed
pursuant to Section 2 of the Investor Rights Agreement.

     f.  "INDEBTEDNESS"  means,  as  applied  to  any  Person,  all obligations,
contingent  and  otherwise,  that, in accordance with GAAP, should be classified
upon such Person's balance sheet as liabilities, or to which reference should be
made  by  footnotes  thereto, including, in any event and whether so classified:
(a)  all  debt and similar monetary obligations, whether direct or indirect; (b)
all  liabilities  secured  by  any  mortgage,  pledge,  security interest, lien,
charge,  or  other  encumbrance  existing  on property owned or acquired subject
thereto,  irrespective  of whether the liability secured thereby shall have been
assumed;  (c)  all  guarantees,  endorsements, and other contingent obligations,
whether  direct or indirect, in respect of indebtedness of others, including any
obligation  to  supply  funds  to  or  in  any  manner to invest in, directly or
indirectly,  the  debtor,  to  purchase  indebtedness, or to assure the owner of
indebtedness  against loss, through an agreement to purchase goods, supplies, or
services  for  the  purpose  of  enabling  the  debtor  to  make  payment of the
indebtedness  held  by  such  owner  or  otherwise;  and  (d)  the obligation to
reimburse the issuer in respect of any letter of credit.

<PAGE>

     g.  "INVESTOR  RIGHTS  AGREEMENT"  shall mean the Investor Rights Agreement
dated  January  __,  2006,  by  and  among the Corporation and the other parties
thereto.

     h.  "MARKET PRICE" shall mean the average of the five (5) Closing Prices of
the  Common  Stock for the five (5) Trading Days preceding the date or the dates
that  the  dividend  is  due  or  a  conversion is to occur. Notwithstanding the
foregoing, if at the time a dividend is paid pursuant to Section 2(a) above with
                                                         -----------
registered Common Stock, and the Corporation's Common Stock is not listed on any
domestic  exchange  or  quoted  in  the  NASDAQ  System  or  the  domestic
over-the-counter  market  or  reported  in  the "pink sheets," the Closing Price
shall  be  the  fair market value thereof determined by an independent appraiser
selected in good faith by the Board of Directors.

     i.  "PERSON"  shall  mean  any  individual, partnership, firm, corporation,
association,  trust, unincorporated organization or other entity, as well as any
syndicate or group that would be deemed to be a person under Section 13(d)(3) of
the Securities Exchange Act of 1934, as amended.

     j.  "PERMITTED DEBT" shall mean (i) trade payables incurred in the ordinary
course  of  business;  (ii)  one  or  more  debt  facilities used to finance the
purchase  of  raw  materials  for  products  manufactured  by  the  Company  and
inventory;  (iii)  factoring  of  accounts  receivables;  (iv)  surety bonds and
letters of credit issued or obtained in the ordinary course of business; (v) the
refinancing  of  debt  existing  as  of  the  date  of  this  Agreement,  upon
substantially  similar  terms;  (vi)  up  to $3,000,000 of new Indebtedness; and
(vii)  debt  incurred  pursuant to that certain Interest Bearing Non-Convertible
Installment  Promissory  Note  that  forms a part of the Securities Purchase and
Share Exchange Agreement.

     k.  "QUALIFIED  FINANCING"  means  an  equity  offering  obtained  by  the
Corporation  after  the  date  of  this  Certificate  of  Designation, provided,
however,  that  (i)  the  gross  aggregate  proceeds  raised  and  liquidation
preferences  shall  be no more than $3,000,000; (ii) the dividend rate shall not
exceed  ten  percent  (10%);  and  (iii) the holders of the securities issued in
connection  with  the  Qualified  Financing  shall  not  have voting rights more
favorable  than  voting  rights  granted  to  the Series A Convertible Preferred
Stock. As a point of clarification, all equity financings after the date of this
Certificate  of  Designations shall be aggregated for purposes of determining if
the $3,000,000 cap has been met.

     l.  "REVERSE MERGER" means the reverse triangular merger transaction, share
exchange  or other similar transaction with DeerValley Acquisitions, Corp. to be
contemplated  on  or about the date of this Certificate of Designations, and the
acquisition  of  all  or substantially all of the issued and outstanding capital
stock of Deer Valley Homebuilders, Inc.

     m. "SEC" means the United States Securities and Exchange Commission.

     n.  "SEC  RULE  144"  means  Rule  144  promulgated  by  the  SEC under the
Securities Act.

<PAGE>

     o.  "SECURITIES  ACT" means the Securities Act of 1933, as amended, and the
rules and regulations promulgated thereunder.

     p.  "SERIES  A  WARRANTS"  means  the Series A Warrants for the purchase of
Common  Stock  issued  to  purchasers  of  Series  A Convertible Preferred Stock
pursuant to the Securities Purchase and Share Exchange Agreement.

     q.  "SERIES  B  WARRANTS"  means  the Series B Warrants for the purchase of
Common  Stock  issued  to  purchasers  of  Series  A Convertible Preferred Stock
pursuant to the Securities Purchase and Share Exchange Agreement.

     r.  "SERIES  C  WARRANTS"  means  the Series C Warrants for the purchase of
Common  Stock  issued  to  TotalCFO, LLC pursuant to the Securities Purchase and
Share Exchange Agreement.

     s. "SERIES D WARRANT" means the Series D Warrant for the purchase of Common
Stock  issued  to  Vicis Capital Master Fund pursuant to the Securities Purchase
and Share Exchange Agreement.

     t.  "SECURITIES PURCHASE AND SHARE EXCHANGE AGREEMENT" means the Securities
Purchase and Share Exchange Agreement dated January __, 2006, by and between the
Company,  certain  shareholders  of  the  Company  a  party  thereto, DeerValley
Acquisitions,  Corp.  ("DVA"),  certain  DVA shareholders a party thereto, Vicis
Capital  Master  Fund,  and  each  of  the  purchasers  of  Series A Convertible
Preferred Stock of the Company a party thereto.

     u.  "SUBSIDIARY"  shall  mean  any  corporation,  association, partnership,
limited  liability  company  or  other  business entity of which more than fifty
percent  (50%)  of  the total voting power is, at the time, owned or controlled,
directly  or  indirectly,  by  the  Corporation  or  one  or  more  of the other
Subsidiaries of the Corporation or a combination thereof.

     v. "TRADING DAY" means a day on which the securities exchange, association,
or quotation system on which shares of Common Stock are listed for trading shall
be  open  for  business or, if the shares of Common Stock shall not be listed on
such exchange, association, or quotation system for such day, a day with respect
to  which  trades in the United States domestic over-the-counter market shall be
reported.

                            [signature page follows]

<PAGE>

     IN  WITNESS WHEREOF, this Certificate of Designation has been executed by a
duly  authorized  officer  of  the  Corporation on this __ day of January, 2006.


                                    CYTATION  CORPORATION


                                    By: /s/ Charles G. Masters
                                    ----------------------------------------
                                    Charles G. Masters, Chief Executive Officer




        [Signature Page to Series A Preferred Certificate of Designation]

<PAGE>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.2
<SEQUENCE>3
<FILENAME>ex4-2.txt
<DESCRIPTION>CERTIFICATE OF DESIGNATION, PREFERENCES AND RIGHTS OF SERIES B CONVERTIBLE PREFERRED STOCK
<TEXT>
EXHIBIT 4.2

                           CERTIFICATE OF AMENDMENT TO
                         CERTIFICATE OF INCORPORATION OF
                              CYTATION CORPORATION

                           CERTIFICATE OF DESIGNATION,
                             PREFERENCES AND RIGHTS
                                       OF
                      SERIES B CONVERTIBLE PREFERRED STOCK

     Cytation  Corporation,  a corporation organized and existing under the laws
of the State of Delaware (the "CORPORATION"), hereby certifies that the Board of
Directors of the Corporation (the "BOARD OF DIRECTORS" or the "BOARD"), pursuant
to  authority of the Board of Directors as required by applicable corporate law,
and  in  accordance  with the provisions of its Certificate of Incorporation and
Bylaws,  has  and  hereby  authorizes  a  series of the Corporation's previously
authorized  Preferred  Stock,  par value $.01 per share (the "PREFERRED STOCK"),
and  hereby  states  the designation and number of shares, and fixes the rights,
preferences,  privileges,  powers  and  restrictions  thereof,  as  follows:

           SERIES B CONVERTIBLE PREFERRED STOCK DESIGNATION AND AMOUNT

     49,451  shares  of  the  authorized  and  unissued  Preferred  Stock of the
Corporation  are  hereby  designated "SERIES B CONVERTIBLE PREFERRED STOCK" with
the  following  rights,  preferences,  powers,  privileges,  restrictions,
qualifications  and  limitations.

     1.     Intentionally  Omitted.

     2.     Voting.
            ------

          a.     Number  of  Votes.  On any matter presented to the stockholders
                 -----------------
of  the  Corporation  for  their  action  or  consideration  at  any  meeting of
stockholders  of  the Corporation (or by written consent of stockholders in lieu
of meeting), each holder of outstanding shares of Series B Convertible Preferred
Stock shall be entitled to cast the number of votes equal to the number of whole
shares  of  Common Stock into which the shares of Series B Convertible Preferred
Stock  held by such holder are convertible as of the record date for determining
stockholders  entitled  to vote on such matter.  Except as provided by law or by
the  provisions of Section 2(b) below, holders of Series B Convertible Preferred
                   ------------
Stock shall vote together with the holders of Common Stock, and with the holders
of  any  other series of Preferred Stock the terms of which so provide, together
as  a  single  class.

          b.     Limitations  on  Corporate  Action.  At any time when shares of
                 ----------------------------------
Series  B  Convertible Preferred Stock are outstanding, except where the vote or
written  consent of the holders of a greater number of shares of the Corporation
is required by law or by this Certificate of Designation, and in addition to any
other  vote  required  by  law  or  this Certificate of Designation, without the
written  consent  or  affirmative  vote  of  the  holders  of  a majority of the
then-outstanding shares of Series B Convertible Preferred Stock given in writing

<PAGE>

or by vote at a meeting, consenting or voting (as the case may be) as a separate
class  from  the  Common Stock, the Corporation shall not, either directly or by
amendment,  merger,  consolidation  or  otherwise:

               (i)     increase  the  authorized  number  of  shares of Series B
Convertible  Preferred  Stock;

               (ii)     alter or change the voting or other powers, preferences,
or  other  rights,  privileges  or  restrictions  of  the  Series  B Convertible
Preferred  Stock  contained  herein  (by  merger,  consolidation  or otherwise);

               (iii)     make  or authorize, or permit the authorization of, any
material  change  in  the nature or scope of the business of the Corporation; or

               (iv)     cause or authorize, or permit any of its subsidiaries to
authorize  or  take  any of the foregoing actions.  For purposes of this Section
                                                                         -------
2(b)(iv),  "SUBSIDIARY"  means  any  entity  of  which  securities  or ownership
--------
interests  having  voting power to elect a majority of the board of directors or
other  persons  performing  similar  functions  or otherwise granting the holder
Control  are  directly or indirectly beneficially owned by the Corporation.  For
purposes  of  this  Certificate  of Designation, "CONTROL" means the possession,
directly  or indirectly, of power to direct or cause the direction of management
or  policies  (whether  through  ownership of voting securities, by agreement or
otherwise).

     3.     Dividends.
            ---------

          a.     Amount.  From  and after the date of the issuance of any shares
                 ------
of  Series  B  Convertible  Preferred Stock, each holder of Series B Convertible
Preferred  Stock shall receive, in the case of a dividend on Common Stock or any
class  or  series that is convertible into Common Stock, that dividend per share
of  Series  B  Convertible Preferred Stock as would equal the product of (1) the
dividend  payable  on  each  share  of  such  class  or  series  determined,  if
applicable,  as  if  all  such shares of such class or series had been converted
into  Common  Stock  and  all  Series  B  Convertible  Preferred  Stock had been
converted  into  Common  Stock,  and  (2)  the  number of shares of Common Stock
issuable  upon  conversion  of  a share of Series B Convertible Preferred Stock,
calculated  on  the record date for determination of holders entitled to receive
such  dividend.

          b.     Cumulative  Dividends  on Series B Convertible Preferred Stock.
                 --------------------------------------------------------------
Dividends  declared  or  paid for shares of Series B Convertible Preferred Stock
shall  not  be  cumulative.

     4.     Liquidation,  Dissolution,  or  Winding-Up;  Certain  Mergers,
            --------------------------------------------------------------
            Consolidations  and  Asset  Sales.
            --------------------------------

          a.     Payments  to  Holders  of Series B Convertible Preferred Stock.
                 --------------------------------------------------------------
In  the  event  of  any  voluntary  or  involuntary liquidation, dissolution, or
winding  up  of  the  Corporation, the holders of shares of Series B Convertible
Preferred  Stock then outstanding shall be entitled to be paid out of the assets
available  for  distribution  to  its  stockholders after the Aggregate Series A

<PAGE>

Liquidation  Preference  Payment (as defined in the Certificate of Designations,
Preferences,  and  Rights  of  Series  A  Convertible  Preferred  Stock  of  the
Corporation  (the "SERIES A PREFERRED STOCK CERTIFICATE OF DESIGNATIONS")) shall
be  made  to  the  holders  of  shares of the Corporation's Series A Convertible
Preferred Stock (the "SERIES A PREFERRED STOCK") and before any payment shall be
made  to  the  holders  of  Common  Stock  or any other class or series of stock
ranking  on liquidation junior to the Series B Convertible Preferred Stock (such
Common  Stock  and other stock being collectively referred to as "JUNIOR STOCK")
by  reason  of  their ownership thereof, an amount equal to One Hundred Thousand
and  No/100  Dollars  ($100,000)(the amount payable pursuant to this sentence is
hereinafter  referred  to  as  the "SERIES B LIQUIDATION AMOUNT").  If, upon any
such  liquidation,  dissolution, or winding up of the Corporation (and after the
entire  Aggregate  Series  A Liquidation Preference Payment has been paid to the
holders  of  shares  of Series A Preferred Stock) the remaining assets available
for distribution to its stockholders shall be insufficient to pay the holders of
shares  of Series B Convertible Preferred Stock and any class or series of stock
ranking  on  liquidation  on  a  parity  with the Series B Convertible Preferred
Stock, the full preferential amount to which they shall be entitled, the holders
of  shares  of  Series  B Convertible Preferred Stock and any class or series of
stock ranking on liquidation on a parity with the Series B Convertible Preferred
Stock,  which  shall  include  the  Series  C Convertible Preferred Stock of the
Company  (the  "SERIES  C  PREFERRED  STOCK"),  shall  share  ratably  in  any
distribution of the remaining assets available for distribution in proportion to
the  respective amounts that would otherwise be payable in respect of the shares
held by them upon such distribution if all amounts payable on or with respect to
such  shares  were  paid  in  full.

          b.     Payments  to  Holders  of  Junior Stock.  Upon any liquidation,
                 ---------------------------------------
dissolution  or winding up of the Corporation, immediately after (1) the holders
of  Series  A  Preferred  Stock  have  been  paid in full the Aggregate Series A
Liquidation  Preference  Payment,  as  set forth in the Series A Preferred Stock
Certificate  of  Designations;  and  (2)  the  holders  of  Series B Convertible
Preferred  Stock have been paid in full the Series B Liquidation Amount pursuant
to  Section  4(a)  above,  and the holders of Series C Preferred Stock have been
    -------------
paid  in  full  the  Series  C  Liquidation Amount, as set forth in the Series C
Preferred  Stock  Certificate  of  Designations, the remaining net assets of the
Corporation  available  for distribution shall be distributed pro-rata among the
holders  of  shares  of Series B Convertible Preferred Stock, Series C Preferred
Stock  and  Common  Stock  on  an  as-converted-to-Common  Stock  basis.

          c.     Deemed Liquidation Events.
                 -------------------------

               (i)     The  following events shall be deemed to be a liquidation
of  the  Corporation  for  purposes  of  this  Section  4 (a "DEEMED LIQUIDATION
                                               ----------
EVENT"),  unless the holders of a majority of the shares of Series B Convertible
Preferred  Stock  elect  otherwise by written notice given to the Corporation at
least five (5) days prior to the effective date of any such event:

                    A.     a  merger  or  consolidation  in  which

                         (I)  the Corporation is a constituent party, or

                         (II) a  subsidiary  of  the  Corporation  is  a
                              constituent  party  and  the  Corporation  issues
                              shares  of  its  capital  stock  pursuant  to such
                              merger  or  consolidation,  except  that  any such

<PAGE>

                              merger  or consolidation involving the Corporation
                              or  a  subsidiary  in  which the shares of capital
                              stock  of  the Corporation outstanding immediately
                              prior  to such merger or consolidation continue to
                              represent,  or  are  converted  or  exchanged  for
                              shares  of  capital  stock  that  represent,
                              immediately  following  such  merger  or
                              consolidation,  at  least  a  majority,  by voting
                              power,  of  the capital stock of (1) the surviving
                              or  resulting  corporation or (2) if the surviving
                              or  resulting  corporation  is  a  wholly-owned
                              subsidiary  of  another  corporation  immediately
                              following such merger or consolidation, the parent
                              corporation  of  such  surviving  or  resulting
                              corporation  (provided  that,  for  the purpose of
                              this  Section4(c)(i),  all  shares of Common Stock
                              issuable  upon  exercise  of  options  outstanding
                              immediately prior to such merger or consolidation,
                              or  upon  conversion  of  convertible  securities
                              outstanding  immediately  prior  to such merger or
                              consolidation  shall  be  deemed to be outstanding
                              immediately  prior to such merger or consolidation
                              and, if applicable, converted or exchanged in such
                              merger  or  consolidation on the same terms as the
                              actual  outstanding  shares  of  Common  Stock are
                              converted or exchanged); or

                    B.     the sale, lease, transfer, or other disposition, in a
single  transaction or series of related transactions, by the Corporation or any
subsidiary  of  the Corporation of all or substantially all of the assets of the
Corporation  and  its  subsidiaries,  taken  as a whole, except where such sale,
lease,  transfer,  or  other  disposition is to a wholly-owned subsidiary of the
Corporation.

          (ii)  The  Corporation  shall  not  have  the  power  to  effect  any
transaction  constituting  a  Deemed  Liquidation  Event  pursuant  to  Section
                                                                        -------
4(c)(i)(A)(I)  above  unless  the  agreement  or plan of merger or consolidation
------------
provides  that  the consideration payable to the stockholders of the Corporation
shall  be  allocated  among  the  holders of capital stock of the Corporation in
accordance with Sections 4(a) and 4(b) above.


          (iii)  In  the event of a Deemed Liquidation Event pursuant to Section
                                                                         -------
4(c)(i)(A)(II) or (B) above, if the Corporation does not effect a dissolution of
--------------------
the  Corporation  under  the  Delaware General Corporation Law within sixty (60)
days after such Deemed Liquidation Event, then (A) the Corporation shall deliver
a written notice to each holder of Series B Convertible Preferred Stock no later
than  the  60th  day after the Deemed Liquidation Event advising such holders of
their  right  (and  the requirements to be met to secure such right) pursuant to
the  terms  of the following clause (B) to require the redemption of such shares
                             ---------
of  Series  B  Convertible Preferred Stock; and (B) if the holders of at least a
majority  of the then-outstanding shares of Series B Convertible Preferred Stock
so  request  in a written instrument delivered to the Corporation not later than
seventy-five  (75)  days  after  such  Deemed Liquidation Event, the Corporation
shall  use  the  consideration  received  by  the  Corporation  for  such Deemed
Liquidation  Event  (net  of any retained liabilities associated with the assets
sold  or  technology  licensed,  as  determined  in  good  faith by the Board of
Directors)(the  "NET  PROCEEDS")  to  redeem,  to  the  extent legally available
therefor,  on the 90th day after such Deemed Liquidation Event (the "LIQUIDATION
REDEMPTION  DATE"),  all  outstanding  shares  of Series B Convertible Preferred
Stock  at  a  price  per  share equal to the Series B Liquidation Amount. In the
event  of  a  redemption pursuant to the preceding sentence, if the Net Proceeds
are  not  sufficient  to  redeem  all outstanding shares of Series B Convertible
Preferred Stock, or if the Proceeds are not sufficient to redeem all outstanding
shares  of  Series B Convertible Preferred Stock, or if the Corporation does not

<PAGE>

have  sufficient  funds  lawfully  available  to  effect  such  redemption,  the
Corporation  shall redeem a pro rata portion of each holder's shares of Series B
Convertible  Preferred  Stock to the fullest extent of such Net Proceeds or such
lawfully  available  funds,  as  the  case may be, and, where such redemption is
limited  by the amount of lawfully available funds, the Corporation shall redeem
the  remaining  shares  to  have  been redeemed as soon as practicable after the
Corporation  has  funds legally available therefor. Prior to the distribution or
redemption  provided  for  in  this Section 4(c)(iii), the Corporation shall not
                                    ----------------
expend  or  dissipate  the  consideration  received  for such Deemed Liquidation
Event, except to discharge expenses incurred in the ordinary course of business.

         (iv)  Whenever the distribution provided for in this Section 4 shall be
                                                              --------
payable in property other than cash, the value of such distribution shall be the
fair  market  value of such property, rights or securities as determined in good
faith by the Board of Directors of the Corporation.

     5.     Mandatory  Conversion.
            ---------------------

          a.     Contemporaneously  with  the  completion  of  the  increase  in
authorized  shares of Common Stock of the Corporation (the "MANDATORY CONVERSION
DATE")  in  connection  with that certain Securities Purchase and Share Exchange
Agreement,  of  even  date  herewith, by and among Cytation Corporation, certain
shareholders of Cytation a party thereto, DeerValley Acquistions, Corp. ("DVA"),
DVA  shareholders  a  party  thereto,  Vicis  Capital  Master  Fund, and certain
purchasers  of  Series  A  Convertible Preferred Stock a party thereto, (i) each
outstanding share of Series B Convertible Preferred Stock shall automatically be
converted  into one hundred (100) shares of Common Stock, and (ii) the shares of
Series  B  Convertible Preferred Stock may not be reissued by the Corporation as
shares  of  such  series  or  any  other  series  of  Preferred  Stock.

          b.     All  holders  of  record  of  shares  of  Series  B Convertible
Preferred  Stock  shall be given written notice of the Mandatory Conversion Date
and the place designated for mandatory conversion of all such shares of Series B
Convertible  Preferred Stock pursuant to this Section5.  Such notice need not be
                                              --------
given  in  advance  of  the  occurrence  of the Mandatory Conversion Date.  Such
notice  shall  be  sent  by  first class or registered mail, postage prepaid, or
given  by electronic communication in compliance with the provisions of Delaware
corporate  law,  to  each record holder of Series B Convertible Preferred Stock.
Upon  receipt  of  such  notice,  each  holder of shares of Series B Convertible
Preferred  Stock  shall  surrender  his,  her or its certificate(s) for all such
shares  to  the  Corporation  at  the place designated in such notice, and shall
thereunder  receive  certificates  for  the  number of shares of Common Stock to
which  such  holder  is  entitled  pursuant  to  Section5(a).  On  the Mandatory
                                                 -----------
Conversion  Date, all outstanding shares of Series B Convertible Preferred Stock
shall  be deemed to have been converted into shares of Common Stock, which shall
be deemed to be outstanding of record, and all rights with respect to the Series
B  Convertible  Preferred  Stock  so converted, including the rights, if any, to
receive  notices  and  to  vote  (other  than as a holder of Common Stock), will
terminate,  except  the  right  of  the holders thereof, upon surrender of their
certificate(s)  therefor,  to  receive  certificates for the number of shares of
Common  Stock  into  which  such  Series  B Convertible Preferred Stock has been
converted,  and  payment  of  any  declared but unpaid dividends thereon.  If so
required  by  the  Corporation, certificates surrendered for conversion shall be
endorsed  or  accompanied  by  written  instrument(s)  of  transfer,  in  form

<PAGE>

satisfactory  to  the  Corporation, duly executed by the registered holder or by
his,  her  or  its  attorney duly authorized in writing.  As soon as practicable
after  the Mandatory Conversion Date and the surrender of the certificate(s) for
Series  B  Convertible Preferred Stock, the Corporation shall cause to be issued
and delivered to such holder, on his, her or its written order, a certificate or
certificates  for  the  number  of  full shares of Common Stock issuable on such
Conversion  in  accordance  with  the  provisions  hereof.

          c.     All  certificates  evidencing  shares  of  Series B Convertible
Preferred Stock that are required to be surrendered for conversion in accordance
with  the provisions hereof shall, from and after the Mandatory Conversion Date,
be  deemed  to  have  been  retired  and  cancelled  and  the shares of Series B
Convertible  Preferred Stock represented thereby converted into Common Stock for
all  purposes, notwithstanding the failure of the holder(s) thereof to surrender
such  certificate(s)  on  or  prior  to  such  date.  Such  converted  Series  B
Convertible  Preferred Stock may not be reissued as shares of such Series or any
other  series  of  Preferred Stock, and the Corporation may thereafter take such
appropriate action (without the need for stockholder action) as may be necessary
to  reduce  the  authorized  number  of shares of Series B Convertible Preferred
Stock  accordingly.

     6.     Optional  Conversion.  The  holders  of  the  Series  B  Convertible
            --------------------
Preferred  Stock  shall  have  no  optional  conversion  rights.

     7.     Redemption.     There  shall  be no redemption of shares of Series B
            ----------
Convertible  Preferred  Stock.

     8.     Waiver.  Any of the rights, powers, or preferences of the holders of
            ------
Series  B  Convertible  Preferred  Stock  set  forth herein may be waived by the
affirmative  consent or vote of the holders of at least a majority of the shares
of  Series  B  Convertible  Preferred  Stock  then  outstanding.



                            [Signature Page Follows]

<PAGE>

     IN  WITNESS WHEREOF, this Certificate of Designation has been executed by a
duly  authorized  officer  of  the  Corporation on this __ day of January, 2006.


                              CYTATION CORPORATION


                              By: /s/ Charles G. Masters
                                  --------------------------------------------
                                  Charles G. Masters, Chief Executive Officer

       [Signature Page to Series B Preferred Certificate of Designations]

<PAGE>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.3
<SEQUENCE>4
<FILENAME>ex4-3.txt
<DESCRIPTION>CERTIFICATE OF DESIGNATION, PREFERENCES AND RIGHTS OF SERIES C CONVERTIBLE PREFERRED STOCK
<TEXT>
EXHIBIT 4.3

                           CERTIFICATE OF AMENDMENT TO
                         CERTIFICATE OF INCORPORATION OF
                              CYTATION CORPORATION

                           CERTIFICATE OF DESIGNATION,
                             PREFERENCES AND RIGHTS
                                       OF
                      SERIES C CONVERTIBLE PREFERRED STOCK

     Cytation  Corporation,  a corporation organized and existing under the laws
of the State of Delaware (the "CORPORATION"), hereby certifies that the Board of
Directors of the Corporation (the "BOARD OF DIRECTORS" or the "BOARD"), pursuant
to  authority of the Board of Directors as required by applicable corporate law,
and  in  accordance  with the provisions of its Certificate of Incorporation and
Bylaws,  has  and  hereby  authorizes  a  series of the Corporation's previously
authorized  Preferred  Stock,  par value $.01 per share (the "PREFERRED STOCK"),
and  hereby  states  the designation and number of shares, and fixes the rights,
preferences,  privileges,  powers  and  restrictions  thereof,  as  follows:

           SERIES C CONVERTIBLE PREFERRED STOCK DESIGNATION AND AMOUNT

     26,750  shares  of  the  authorized  and  unissued  Preferred  Stock of the
Corporation  are  hereby  designated "SERIES C CONVERTIBLE PREFERRED STOCK" with
the  following  rights,  preferences,  powers,  privileges,  restrictions,
qualifications  and  limitations.

     1.     Intentionally  Omitted.

     2.     Voting.
            ------

          a.     Number  of  Votes.  On any matter presented to the stockholders
                 -----------------
of  the  Corporation  for  their  action  or  consideration  at  any  meeting of
stockholders  of  the Corporation (or by written consent of stockholders in lieu
of meeting), each holder of outstanding shares of Series C Convertible Preferred
Stock  shall  be  entitled,  subject to the limitation set forth in Section 2(b)
                                                                    ------------
below, to cast the number of votes equal to the number of whole shares of Common
Stock into which the shares of Series C Convertible Preferred Stock held by such
holder  are  convertible  as  of  the  record  date for determining stockholders
entitled to vote on such matter.  Except as provided by law or by the provisions
of  Section  2(c)  below,  holders of Series C Convertible Preferred Stock shall
    -------------
vote  together  with  the  holders  of Common Stock, and with the holders of any
other  series  of  Preferred  Stock the terms of which so provide, together as a
single  class.

          b.     Limitation  on  Number  of  Votes.  Notwithstanding  anything
                 ---------------------------------
contained  herein  to  the  contrary,  the  voting  rights  of  each  holder  of
outstanding  shares  of Series C Convertible Preferred Stock shall be limited in
accordance  with  Section  6 hereof, so that each holder of Series C Convertible
                  ----------
Preferred  Stock shall be entitled to vote only the number of votes equal to the
number  of  whole  shares  of  Common  Stock  into  which the shares of Series C

<PAGE>

Convertible  Preferred  Stock  are  convertible  as  of the record date, up to a
maximum  of  4.99% of the outstanding shares of Common Stock of the Corporation.

          c.     Limitations  on  Corporate  Action.  At any time when shares of
                 ----------------------------------
Series  C  Convertible Preferred Stock are outstanding, except where the vote or
written  consent of the holders of a greater number of shares of the Corporation
is required by law or by this Certificate of Designation, and in addition to any
other  vote  required  by  law  or  this Certificate of Designation, without the
written  consent  or  affirmative  vote  of  the  holders  of  a majority of the
then-outstanding shares of Series C Convertible Preferred Stock given in writing
or by vote at a meeting, consenting or voting (as the case may be) as a separate
class  from  the  Common Stock, the Corporation shall not, either directly or by
amendment,  merger,  consolidation  or  otherwise:

               (i)     increase  the  authorized  number  of  shares of Series C
Convertible  Preferred  Stock;

               (ii)     alter or change the voting or other powers, preferences,
or  other  rights,  privileges  or  restrictions  of  the  Series  C Convertible
Preferred  Stock  contained  herein  (by  merger,  consolidation  or otherwise);

               (iii)     make  or authorize, or permit the authorization of, any
material  change  in  the nature or scope of the business of the Corporation; or

               (iv)     cause or authorize, or permit any of its subsidiaries to
authorize  or  take  any of the foregoing actions.  For purposes of this Section
                                                                         -------
2(c)(iv),  "SUBSIDIARY"  means  any  entity  of  which  securities  or ownership
--------
interests  having  voting power to elect a majority of the board of directors or
other  persons  performing  similar  functions  or otherwise granting the holder
Control  are  directly or indirectly beneficially owned by the Corporation.  For
purposes  of  this  Certificate  of Designation, "CONTROL" means the possession,
directly  or indirectly, of power to direct or cause the direction of management
or  policies  (whether  through  ownership of voting securities, by agreement or
otherwise).

     3.     Dividends.
            ---------

          a.     Amount.  From  and after the date of the issuance of any shares
                 ------
of  Series  C  Convertible  Preferred Stock, each holder of Series C Convertible
Preferred  Stock shall receive, in the case of a dividend on Common Stock or any
class  or  series that is convertible into Common Stock, that dividend per share
of  Series  C  Convertible Preferred Stock as would equal the product of (1) the
dividend  payable  on  each  share  of  such  class  or  series  determined,  if
applicable,  as  if  all  such shares of such class or series had been converted
into  Common  Stock  and  all  Series  C  Convertible  Preferred  Stock had been
converted  into  Common  Stock,  and  (2)  the  number of shares of Common Stock
issuable  upon  conversion  of  a share of Series C Convertible Preferred Stock,
calculated  on  the record date for determination of holders entitled to receive
such  dividend.

<PAGE>

          b.     Cumulative  Dividends  on Series C Convertible Preferred Stock.
                 --------------------------------------------------------------
Dividends  declared  or  paid for shares of Series C Convertible Preferred Stock
shall  not  be  cumulative.

     4.     Liquidation,  Dissolution,  or  Winding-Up;  Certain  Mergers,
            --------------------------------------------------------------
            Consolidations  and  Asset  Sales.
            ---------------------------------

          a.     Payments  to  Holders  of Series C Convertible Preferred Stock.
                 --------------------------------------------------------------
In  the  event  of  any  voluntary  or  involuntary liquidation, dissolution, or
winding  up  of  the  Corporation, the holders of shares of Series C Convertible
Preferred  Stock then outstanding shall be entitled to be paid out of the assets
available  for  distribution  to  its  stockholders after the Aggregate Series A
Liquidation  Preference  Payment (as defined in the Certificate of Designations,
Preferences,  and  Rights  of  Series  A  Convertible  Preferred  Stock  of  the
Corporation  (the "SERIES A PREFERRED STOCK CERTIFICATE OF DESIGNATIONS")) shall
be  made  to  the  holders  of  shares of the Corporation's Series A Convertible
Preferred Stock (the "SERIES A PREFERRED STOCK") and before any payment shall be
made  to  the  holders  of  Common  Stock  or any other class or series of stock
ranking  on liquidation junior to the Series C Convertible Preferred Stock (such
Common  Stock  and other stock being collectively referred to as "JUNIOR STOCK")
by  reason  of  their ownership thereof, an amount equal to One Hundred Thousand
and  No/100  Dollars  ($100,000)(the amount payable pursuant to this sentence is
hereinafter  referred  to  as  the "SERIES C LIQUIDATION AMOUNT").  If, upon any
such  liquidation,  dissolution, or winding up of the Corporation (and after the
entire  Aggregate  Series  A Liquidation Preference Payment has been paid to the
holders  of  shares  of Series A Preferred Stock) the remaining assets available
for distribution to its stockholders shall be insufficient to pay the holders of
shares  of Series C Convertible Preferred Stock and any class or series of stock
ranking  on  liquidation  on  a  parity  with the Series C Convertible Preferred
Stock, the full preferential amount to which they shall be entitled, the holders
of  shares  of  Series  C Convertible Preferred Stock and any class or series of
stock ranking on liquidation on a parity with the Series C Convertible Preferred
Stock,  which  shall  include  the  Series  B Convertible Preferred Stock of the
Company  (the  "SERIES B PREFERRED"), shall share ratably in any distribution of
the  remaining assets available for distribution in proportion to the respective
amounts  that  would  otherwise be payable in respect of the shares held by them
upon  such distribution if all amounts payable on or with respect to such shares
were  paid  in  full.

          b.     Payments  to  Holders  of  Junior Stock.  Upon any liquidation,
                 ---------------------------------------
dissolution  or winding up of the Corporation, immediately after (1) the holders
of  Series  A  Preferred  Stock  have  been  paid in full the Aggregate Series A
Liquidation  Preference  Payment,  as  set forth in the Series A Preferred Stock
Certificate  of  Designations;  and  (2) the holders of Series B Preferred Stock
have  been  paid  in  full  the Series B Liquidation Amount, as set forth in the
Series B Preferred Stock Certificate of Designations and the holders of Series C
Convertible  Preferred  Stock  have  been  paid in full the Series C Liquidation
Amount  pursuant  to  Section  4(a)  above,  the  remaining  net  assets  of the
                      -------------
Corporation  available  for distribution shall be distributed pro-rata among the
holders  of  shares  of Series B Preferred Stock, Series C Convertible Preferred
Stock,  and  Common  Stock  on  an  as-converted-to-Common  Stock  basis.

<PAGE>

          c.     Deemed Liquidation Events.
                 -------------------------

               (i)     The  following events shall be deemed to be a liquidation
of  the  Corporation  for  purposes  of  this  Section  4 (a "DEEMED LIQUIDATION
                                               ----------
EVENT"),  unless the holders of a majority of the shares of Series C Convertible
Preferred  Stock  elect  otherwise by written notice given to the Corporation at
least five (5) days prior to the effective date of any such event:

                    A.     a  merger  or  consolidation  in  which

                         (I)     the  Corporation  is  a  constituent  party, or

                         (II)     a subsidiary of the Corporation is a
                                  constituent  party  and  the  Corporation
                                  issues  shares  of its capital stock pursuant
                                  to such merger or consolidation,

except  that  any  such  merger  or consolidation involving the Corporation or a
------------
subsidiary  in  which the shares of capital stock of the Corporation outstanding
immediately  prior to such merger or consolidation continue to represent, or are
converted  or  exchanged for shares of capital stock that represent, immediately
following such merger or consolidation, at least a majority, by voting power, of
the  capital  stock  of (1) the surviving or resulting corporation or (2) if the
surviving  or  resulting  corporation  is  a  wholly-owned subsidiary of another
corporation  immediately  following  such  merger  or  consolidation, the parent
corporation  of  such surviving or resulting corporation (provided that, for the
purpose  of  this  Section4(c)(i),  all  shares  of  Common  Stock issuable upon
                   --------------
exercise  of  options  outstanding  immediately  prior  to  such  merger  or
consolidation,  or  upon  conversion  of  convertible  securities  outstanding
immediately  prior  to  such  merger  or  consolidation  shall  be  deemed to be
outstanding  immediately  prior  to  such  merger  or  consolidation  and,  if
applicable,  converted  or exchanged in such merger or consolidation on the same
terms  as  the  actual  outstanding  shares  of  Common  Stock  are converted or
exchanged); or

                    B.     the sale, lease, transfer, or other disposition, in a
single  transaction or series of related transactions, by the Corporation or any
subsidiary  of  the Corporation of all or substantially all of the assets of the
Corporation  and  its  subsidiaries,  taken  as a whole, except where such sale,
lease,  transfer,  or  other  disposition is to a wholly-owned subsidiary of the
Corporation.

               (ii)     The Corporation shall not have the power to effect any
transaction  constituting  a  Deemed  Liquidation  Event  pursuant  to  Section
                                                                        --------
4(c)(i)(A)(I)  above  unless  the  agreement  or plan of merger or consolidation
------------
provides  that  the consideration payable to the stockholders of the Corporation
shall  be  allocated  among  the  holders of capital stock of the Corporation in
accordance with Sections 4(a) and 4(b) above.
                ---------------------


               (iii)     In  the event of a Deemed Liquidation Event pursuant to
Section  4(c)(i)(A)(II)  or  (B)  above,  if  the  Corporation does not effect a
----------------------
dissolution of the Corporation under the Delaware General Corporation Law within
sixty  (60)  days  after such Deemed Liquidation Event, then (A) the Corporation

<PAGE>

shall  deliver a written notice to each holder of Series C Convertible Preferred
Stock  no  later  than  the 60th day after the Deemed Liquidation Event advising
such  holders  of  their  right  (and  the requirements to be met to secure such
right)  pursuant  to  the  terms  of  the  following  clause  (B) to require the
                                                      -----------
redemption  of  such  shares of Series C Convertible Preferred Stock; and (B) if
the  holders  of  at least a majority of the then-outstanding shares of Series C
Convertible  Preferred Stock so request in a written instrument delivered to the
Corporation  not later than seventy-five (75) days after such Deemed Liquidation
Event,  the  Corporation shall use the consideration received by the Corporation
for  such  Deemed  Liquidation Event (net of any retained liabilities associated
with  the assets sold or technology licensed, as determined in good faith by the
Board  of  Directors)(the  "NET  PROCEEDS")  to  redeem,  to  the extent legally
available  therefor,  on  the  90th day after such Deemed Liquidation Event (the
"LIQUIDATION  REDEMPTION  DATE"), all outstanding shares of Series C Convertible
Preferred  Stock  at a price per share equal to the Series C Liquidation Amount.
In  the  event  of  a  redemption pursuant to the preceding sentence, if the Net
Proceeds  are  not  sufficient  to  redeem  all  outstanding  shares of Series C
Convertible Preferred Stock, or if the Proceeds are not sufficient to redeem all
outstanding  shares  of  Series  C  Convertible  Preferred  Stock,  or  if  the
Corporation  does  not  have  sufficient funds lawfully available to effect such
redemption,  the  Corporation  shall  redeem a pro rata portion of each holder's
shares of Series C Convertible Preferred Stock to the fullest extent of such Net
Proceeds  or  such lawfully available funds, as the case may be, and, where such
redemption is limited by the amount of lawfully available funds, the Corporation
shall  redeem  the remaining shares to have been redeemed as soon as practicable
after  the  Corporation  has  funds  legally  available  therefor.  Prior to the
distribution  or  redemption  provided  for  in  this  Section  4(c)(iii),  the
Corporation  shall  not  expend or dissipate the consideration received for such
Deemed  Liquidation Event, except to discharge expenses incurred in the ordinary
course of business.

               (iv)     Whenever the distribution provided for in this Section 4
                                                                       ---------
shall  be  payable  in  property other than cash, the value of such distribution
shall  be  the  fair  market  value  of  such  property, rights or securities as
determined in good faith by the Board of Directors of the Corporation.

     5.     Optional  Conversion.  The holders of Series C Convertible Preferred
            --------------------
Shares  shall  have  the conversion rights as follows (the "CONVERSION RIGHTS").

          a.     Right to Convert.  Each share of Series C Convertible Preferred
                 ----------------
Stock  shall  be convertible, at the option of the holder thereof and subject to
the  conversion  cap  set  forth  in  Section  6  below,  at  any time after the
"CONVERSION  DATE"  (as  defined in Section 9 below), and without the payment of
                                    ---------
additional consideration by the holder thereof, into One Hundred (100) shares of
Common  Stock.

          b.     Fractional  Shares.  No fractional shares of Common Stock shall
                 ------------------
be  issued upon conversion of the Series C Convertible Preferred Stock.  In lieu
of  any  fractional  shares to which the holder would otherwise be entitled, the
Corporation  shall pay cash equal to such fraction multiplied by the fair market
value  of  a  share  of Common Stock as determined in good faith by the Board of
Directors,  or round-up to the next whole number of shares, at the Corporation's
option.  Whether or not fractional shares would be issuable upon such conversion
shall  be  determined  on  the  basis  of the total number of shares of Series C

<PAGE>

Convertible  Preferred  Stock  the  holder is at the time converting into Common
Stock  and  the  aggregate  number  of shares of Common Stock issuable upon such
conversion.

          c.     Mechanics  of  Conversion.
                 -------------------------

               (i)     For  a  holder of Series C Convertible Preferred Stock to
voluntarily  convert  shares of Series C Convertible Preferred Stock into shares
of Common Stock, that holder shall surrender the certificate or certificates for
such  shares  of  Series  C  Convertible  Preferred Stock (or, if the registered
holder alleges that such certificate has been lost, stolen, or destroyed, a lost
certificate  affidavit and agreement reasonably acceptable to the Corporation to
indemnify  the  Corporation  against  any  claim  that  may  be made against the
Corporation  on  account  of  the  alleged  loss,  theft, or destruction of such
certificate),  at  the office of the transfer agent for the Series C Convertible
Preferred  Stock  (or  at  the  principal  office  of  the  Corporation  if  the
Corporation serves as its own transfer agent), together with written notice that
the  holder  elects  to  convert all or any number of the shares of the Series C
Convertible Preferred Stock represented by such certificate or certificates and,
if  applicable,  any  event  on  which such conversion is contingent. The notice
shall  state  the holder's name or the names of the nominees in which the holder
wishes  the certificate or certificates for shares of Common Stock to be issued.
If required by the Corporation, certificates surrendered for conversion shall be
endorsed  or  accompanied by a written instrument or instruments of transfer, in
form  satisfactory to the Corporation, duly executed by the registered holder or
his,  her,  or its attorney duly authorized in writing. The close of business on
the  date  of  receipt  by  the  transfer  agent  of  such certificates (or lost
certificate  affidavit  and  agreement) and notice (or by the Corporation if the
Corporation  serves  as  its own transfer agent) shall be the time of conversion
(the "CONVERSION TIME"), and the shares of Common Stock issuable upon conversion
of  the shares represented by such certificate shall be deemed to be outstanding
of  record  as of that date. The Corporation shall, as soon as practicable after
the  Conversion Time, issue and deliver at such office to the holder of Series C
Convertible Preferred Stock, or to his, her, or its nominee(s), a certificate or
certificates  for  the  number  of shares of Common Stock to which the holder(s)
shall  be  entitled,  together  with cash in lieu of any fraction of a share, if
applicable.

               (ii)     All shares of Series C Convertible Preferred  Stock that
shall have been surrendered for conversion as herein provided shall no longer be
deemed  to be outstanding, and all rights with respect to such shares, including
the  rights,  if any, to receive notices, to vote, and to receive payment of any
dividends  accrued  or  declared but unpaid thereon, shall immediately cease and
terminate  at  the Conversion Time, except only the right of the holders thereof
to  receive  shares of Common Stock in exchange therefor. Any shares of Series C
Convertible  Preferred  Stock  so  converted  shall be retired and cancelled and
shall not be reissued as shares of such series, and the Corporation (without the
need  for stockholder action) may from time to time take such appropriate action
as  may  be  necessary  to  reduce  the  authorized number of shares of Series C
Convertible Preferred Stock accordingly.

               (iii)     The  Corporation  shall pay any and all issue and other
similar  taxes  that  may  be  payable in respect of any issuance or delivery of
shares  of  Common  Stock  upon  conversion  of  shares  of Series C Convertible
Preferred  Stock pursuant to this Section 5. The Corporation shall not, however,
                                  ---------
be  required  to  pay  any  tax  that  may be payable in respect of any transfer
involved  in the issuance and delivery of shares of Common Stock in a name other
than  that  in  which  the  shares  of  Series  C Convertible Preferred Stock so

<PAGE>

converted were registered, and no such issuance or delivery shall be made unless
and  until  the  person  or  entity  requesting  such  issuance  has paid to the
Corporation  the  amount of any such tax or has established, to the satisfaction
of the Corporation, that such tax has been paid.

          d.     Adjustments  for  Other  Dividends  and  Distributions.  If the
                 ------------------------------------------------------
Corporation  at  any time or from time to time after the Series C Original Issue
Date  shall make or issue, or fix a record date for the determination of holders
of  capital  stock  of  the Corporation entitled to receive, a dividend or other
distribution payable in securities of the Corporation (other than a distribution
of  shares  of Common Stock in respect of outstanding shares of Common Stock) or
in  other  property,  then,  and  in  each  such  event, the holders of Series C
Convertible  Preferred Stock shall receive, simultaneously with the distribution
to  the  holders of such capital stock, a dividend or other distribution of such
securities or other property in an amount equal to the amount of such securities
or  other  property  as  they  would  have received if all outstanding shares of
Series C Convertible Preferred Stock had been converted into Common Stock on the
date  of  such  event.

          e.     Adjustment  for  Merger or Reorganization, etc.  Subject to the
                 ----------------------------------------------
provisions  of  Section  4(c)  above,  if  there shall occur any reorganization,
                -------------
recapitalization,  reclassification,  consolidation  or  merger  involving  the
Corporation  in  which  the  Common  Stock  (but  not  the  Series C Convertible
Preferred  Stock)  is converted into or exchanged for securities, cash, or other
property  (other  than  a  transaction  covered  by  Section  5(d) above), then,
                                                     -------------
following  any  such  reorganization,  recapitalization,  reclassification,
consolidation,  or  merger,  each  share of Series C Convertible Preferred Stock
shall  thereafter  be  convertible in lieu of the Common Stock into which it was
convertible  prior to such event into the kind and amount of securities, cash or
other  property  that  a  holder  of the number of shares of Common Stock of the
Corporation  issuable  upon  conversion  of  one  share  of Series C Convertible
Preferred  Stock  immediately  prior  to  such reorganization, recapitalization,
reclassification,  consolidation,  or merger would have been entitled to receive
pursuant  to  such  transaction;  and,  in such case, appropriate adjustment (as
determined  in  good  faith  by  the  Board  of  Directors) shall be made in the
application  of  the provisions in this Section 5 with respect to the rights and
                                        ---------
interests thereafter of the holders of the Series C Convertible Preferred Stock,
to  the  end that the provisions set forth in this Section 5 shall thereafter be
                                                   ---------
applicable,  as  nearly  as  reasonably may be, in relation to any securities or
other  property  thereafter  deliverable  upon  the  conversion  of the Series C
Convertible  Preferred  Stock.

          f.     Notice  of  Record  Date.  In  the  event:
                 ------------------------

               (i)     the  Corporation  shall  take a record of the holders  of
its  Common  Stock  (or  other  stock  or  securities  at the time issuable upon
conversion  of  the  Series  C  Convertible  Preferred Stock) for the purpose of
entitling  or enabling them to receive any dividend or other distribution, or to
receive  any right to subscribe for or purchase any shares of stock of any class
or any other securities, or to receive any other right; or

               (ii)     of  any  capital reorganization  of the Corporation, any
reclassification of the Common Stock, or any Deemed Liquidation Event; or

<PAGE>

              (iii)    of the voluntary or involuntary dissolution, liquidation,
or  winding-up  of the Corporation, then, and in each such case, the Corporation
will  send  or  cause  to  be  sent  to  the holders of the Series C Convertible
Preferred Stock a notice specifying, as the case may be, (i) the record date for
such  dividend,  distribution,  or  right,  and the amount and character of such
dividend,  distribution,  or  right;  or  (ii)  the effective date on which such
reorganization,  reclassification, consolidation, merger, transfer, dissolution,
liquidation, or winding-up is proposed to take place, and the time, if any is to
be fixed, as of which the holders of record of Common Stock (or such other stock
or  securities  at  the  time  issuable  upon  the  conversion  of  the Series C
Convertible  Preferred  Stock)  shall  be  entitled  to exchange their shares of
Common  Stock  (or  such  other  stock  or  securities)  for securities or other
property  deliverable upon such reorganization, reclassification, consolidation,
merger,  transfer,  dissolution,  liquidation, or winding-up, and the amount per
share  and  character  of  such  exchange applicable to the Series C Convertible
Preferred  Stock  and  the  Common Stock. Such notice shall be sent at least ten
(10)  days prior to the record date or effective date for the event specified in
such  notice.  Any  notice  required  by  the provisions hereof to be given to a
holder of shares of Series C Convertible Preferred Stock shall be deemed sent to
such  holder  if  deposited  in  the  United  States  mail, postage prepaid, and
addressed  to  such holder at his, her, or its address appearing on the books of
the Corporation.

     6.     Conversion Cap.  In no event shall any holder be entitled to convert
            --------------
any  Series  C  Convertible  Preferred  Stock  to  the  extent  that, after such
conversion,  the  sum of the number of shares of Common Stock beneficially owned
by any holder and its affiliates (other than shares of Common Stock which may be
deemed  beneficially  owned  through the ownership of the unconverted portion of
the  Series  C  Convertible Preferred Stock or any unexercised right held by any
holder subject to a similar limitation), would result in beneficial ownership by
any  holder  and  its affiliates of more than 4.99% of the outstanding shares of
Common  Stock  (after  taking into account the shares to be issued to the holder
upon  such  conversion).  For  purposes  of this Section 6, beneficial ownership
                                                 ---------
shall  be determined in accordance with Section 13(d) of the Securities Exchange
Act  of  1934,  as  amended.  Nothing  herein  shall  preclude  the  holder from
disposing  of  a  sufficient number of other shares of Common Stock beneficially
owned  by  the holder so as to thereafter permit the continued conversion of the
Series  C  Convertible  Preferred  Stock.

     7.     Redemption.     Except  as  set  forth  in  Section 4(c)(iii), there
            ----------                                  -----------------
shall  be  no  redemption  of  shares  of  Series C Convertible Preferred Stock.

     8.     Waiver.  Any of the rights, powers, or preferences of the holders of
            ------
Series  C  Convertible  Preferred  Stock  set  forth herein may be waived by the
affirmative  consent or vote of the holders of at least a majority of the shares
of  Series  C  Convertible  Preferred  Stock  then  outstanding.

     9.     Definitions.  As  used  herein,  the  following terms shall have the
            -----------
following  meanings:

          a.     "CONVERSION  DATE" shall mean the date that the Company effects
an  increase  in  the  authorized  shares  of  Common  Stock of the Corporation.

<PAGE>

     IN  WITNESS WHEREOF, this Certificate of Designation has been executed by a
duly authorized officer of the Corporation on this ____ day of January __, 2006.


                              CYTATION CORPORATION


                              By: /s/ Charles G. Masters
                                  -------------------------------------------
                                  Charles G. Masters, Chief Executive Officer



       [Signature Page to Series C Preferred Certificate of Designations]

<PAGE>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>5
<FILENAME>ex10-1.txt
<DESCRIPTION>SECURITIES PURCHASE AND SHARE EXCHANGE AGREEMENT DATED 1-18-2006
<TEXT>
EXHIBIT 10.1

                SECURITIES PURCHASE AND SHARE EXCHANGE AGREEMENT

     This  SECURITIES  PURCHASE AND SHARE EXCHANGE AGREEMENT dated as of January
   ,  2006  (this  "Agreement")  by  and  among Cytation Corporation, a Delaware
---                 ---------
corporation  (the  "Company"),  Richard  A.  Fisher, an individual, and Kevin J.
                    -------
High,  an  individual  (each,  a  "Company  Shareholder"  and  collectively, the
                                   --------------------
"Company  Shareholders"),  each  of  the  purchasers  of  Series  A  Convertible
 ---------------------
Preferred  Stock  of the Company whose names are set forth on Exhibit A attached
                                                              ---------
hereto  (each,  a  "Purchaser"  and collectively, the "Purchasers"), Deer Valley
                    ---------                          ----------
Acquisitions,  Corp., a Florida corporation ("DVA"), each of the shareholders of
                                              ---
DVA  whose  names  are  set  forth  on  Exhibit  B attached hereto (each, a "DVA
                                        ----------                           ---
Shareholder" and collectively, the "DVA Shareholders"), and Vicis Capital Master
-----------                         ----------------
Fund (the "Lender").
           ------

     The  parties  hereto  agree  as  follows:

                                    ARTICLE I

                         PURCHASE AND SALE OF SECURITIES

     Section  1.1  Purchase and Sale of Series A Convertible Preferred Stock and
                   -------------------------------------------------------------
Series A and B Warrants.
-----------------------

     (a)     Upon  the  following  terms and conditions, the Company shall issue
and  sell to the Purchasers, and the Purchasers shall purchase from the Company,
Series  A  Convertible  Preferred Stock, par value $.01 (the "Series A Preferred
                                                              ------------------
Stock"),  having  an  aggregate  stated  value  up to Seven Million Five Hundred
-----
Thousand  Dollars  ($7,500,000)  and  the rights set forth in the Certificate of
Designations,  Limitations  and  Preferences  attached  hereto as Exhibit C (the
                                                                  ---------
"Series  A  Financing"). The Company shall issue to each Purchaser the number of
 --------------------
shares  of  Series  A  Preferred  Stock  set  forth  in a subscription agreement
delivered  by  each  Purchaser and accepted by the Company.  The Company and the
Purchasers are executing and delivering this Agreement in accordance with and in
reliance  upon  the  exemption  from securities registration afforded by Section
4(2)  of  the  U.S.  Securities  Act  of  1933,  as  amended,  and the rules and
regulations  promulgated thereunder (the "Securities Act"), including Regulation
                                          --------------
D  ("Regulation  D"),  and/or  upon  such  other exemption from the registration
     -------------
requirements  of  the  Securities Act as may be available with respect to any or
all  of  the  investments  to  be  made  hereunder.

     (b)     Upon  the  following  terms and conditions, the Purchasers shall be
issued:

               (i)  Series A Warrants, in substantially the form attached hereto
as Exhibit D (the "Series A Warrants"), to purchase a number of shares of Common
   ---------       -----------------
Stock  equal  to  one  hundred percent (100%) of the number of Conversion Shares
issuable  upon  conversion  of  such  Purchaser's Series A Preferred Stock at an
exercise  price per share equal to the Warrant Price (as defined in the Series A
Warrants)  and  a term of five (5) years following the Initial Exercise Date (as
defined  in  the  Series  A  Warrants);  and

                                      -i-
<PAGE>

               (ii)  Series  B  Warrants,  in  substantially  the  form attached
hereto as Exhibit E (the "Series B Warrants"), to purchase a number of shares of
                          -----------------
Common  Stock  equal  to  fifty percent (50%) of the number of Conversion Shares
issuable  upon  conversion  of  such  Purchaser's Series A Preferred Stock at an
exercise  price per share equal to the Warrant Price (as defined in the Series B
Warrants)  and a term of seven (7) years following the Initial Exercise Date (as
defined in the Series B Warrants).

     Section  1.2  Share  Exchange;  Issuance  of Series B Convertible Preferred
                   -------------------------------------------------------------
Stock, Series C Convertible Preferred Stock and Series C Warrants.
------------------------------------------------------------------

     (a)     Upon  the  following terms  and conditions, the Company shall issue
to  each  DVA  Shareholder  the  number  of  shares  of  the  Company's Series B
Convertible  Preferred Stock, par value $.01 (the "Series B Preferred Stock") or
                                                   ------------------------
Series  C  Convertible  Preferred Stock, par value $.01 (the "Series C Preferred
                                                              ------------------
Stock")  as  set  forth  opposite  the name of such DVA Shareholder on Exhibit B
-----                                                                  ---------
hereto,  in  exchange  for the number of shares of common stock of DVA (the "DVA
                                                                             ---
Common  Stock")  also  set  forth  opposite  the name of such DVA Shareholder on
-------------
Exhibit  B  hereto.  Pursuant  to  this  Section  1.2, the Company will issue an
----------                               ------------
aggregate  of  26,750  shares  of  Series  B Preferred Stock and an aggregate of
49,451  shares  of Series C Preferred Stock to the DVA Shareholders, in exchange
for  100%  of  the  issued  and  outstanding capital stock of DVA.  The Series B
Preferred  Stock  shall  have  the  rights  set  forth  in  the  Certificate  of
Designations,  Limitations  and  Preferences  attached hereto as Exhibit F.  The
                                                                 ---------
Series  C  Preferred Stock shall have the rights set forth in the Certificate of
Designations,  Limitations  and  Preferences  attached  hereto  as  Exhibit  G.
                                                                    ----------

     (b)     Upon  the  following  terms  and  conditions,  the  Company  shall
issue  to  TotalCFO,  LLC  ("TotalCFO"),  in  its capacity as a DVA Shareholder,
                             --------
Series  C  Warrants, in substantially the form attached hereto as Exhibit H (the
                                                                  ---------
"Series  C  Warrants"),  to purchase the number of shares of Common Stock as set
 -------------------
forth  opposite  the  name  of TotalCFO on Exhibit B hereto, in exchange for the
                                           ---------
surrender  and  cancellation  of  Warrant  No.  1  to subscribe for and purchase
2,000,000  shares  of  the  Common  Stock  of  DVA  (the  "DVA  Warrant").

     The  Company  and  DVA  Shareholders  are  executing  and  delivering  this
Agreement  in accordance with and in reliance upon the exemption from securities
registration  afforded  by  Section  4(2)  of  the  Securities  Act,  including
Regulation  D,  and/or  upon  such  other  exemption  from  the  registration
requirements  of  the  Securities Act as may be available with respect to any or
all  of  the  investments  to  be  made  hereunder.

     Section 1.3 Issuance of Promissory Note and Series D Warrant. In connection
                 ------------------------------------------------
with  the  Securities  Purchase  and Share Exchange Agreement, the Company shall
issue  to Lender: (i) an Interest Bearing Non-Convertible Installment Promissory
Note,  in  substantially the form attached hereto as Exhibit I (the "Note"), for
                                                     ---------
the  principal  amount  of  One Million Five Hundred Thousand and No/100 Dollars
($1,500,000),  together  with  interest  accruing  thereon  at an annual rate of
twelve  percent  (12%)  per annum; and (ii) a Series D Warrant, in substantially
the  form  attached  hereto  as  Exhibit J (the "Series D Warrant"), to purchase
                                 ---------       ----------------
2,000,000 shares of Common Stock at an exercise price per share equal to Seventy
Five  Cents  ($.75) and a term of seven (7) years following the Initial Exercise
Date (as defined in the Series D Warrant).

                                     -2-
<PAGE>

     Section 1.4 Purchase Price and Closing. Subject to the terms and conditions
                 --------------------------
hereof,  the  Company  agrees  (a)  to  issue and sell to the Purchasers and, in
consideration  of  and in express reliance upon the representations, warranties,
covenants, terms and conditions of this Agreement, the Purchasers, severally but
not  jointly,  agree to purchase the Series A Preferred Stock, Series A Warrants
and  Series  B  Warrants  for an aggregate purchase price of up to Seven Million
Five  Hundred Thousand Dollars ($7,500,000) (the "Purchase Price"); (b) to issue
                                                  --------------
and  sell  to  the  DVA  Shareholders  and,  in  consideration of and in express
reliance  upon  the representations, warranties, covenants, terms and conditions
of  this  Agreement,  the  DVA Shareholders, severally but not jointly, agree to
exchange  the  DVA Shares and DVA Warrant for Series B Preferred Stock, Series C
Preferred  Stock, and Series C Warrants, as applicable, as referenced in Section
                                                                         -------
1.2  above;  and  (c)  to  issue  to  the Lender and, in consideration of and in
---
express  reliance  upon  the  representations,  warranties, covenants, terms and
conditions of this Agreement, the Lender agrees, to accept, in exchange for good
and  valuable  consideration, the Series D Warrant, as referenced in Section 1.3
                                                                     -----------
above.  The  Series  A  Preferred Stock, Series A Warrants and Series B Warrants
shall  be  sold and funded, and the Series B Preferred Stock, Series C Preferred
Stock,  Series  C  Warrants  and  Series  D  Warrants  issued, in a closing (the
"Closing")  which  shall  take place on or before January __, 2006 (the "Closing
 -------                                                                 -------
Date").  The  Closing  shall take place the office of counsel for the Company as
----
set  forth  herein,  at 10:00 a.m., eastern time; provided, however, that all of
                                                  -----------------
the  conditions  set  forth  in  Article IV hereof and applicable to the Closing
shall have been fulfilled or waived in accordance herewith. Subject to the terms
and  conditions  of this Agreement, at the Closing, the Company shall deliver or
cause to be delivered to each Purchaser (x) its Series A Preferred Stock and (y)
its  Series  A  Warrants  and  Series B Warrants. At the Closing, each Purchaser
shall deliver its Purchase Price by wire transfer of immediately available funds
to  an  account designated by the Company. In addition, subject to the terms and
conditions of this Agreement, at the Closing, the Company shall deliver or cause
to  be  delivered  to  each  DVA Shareholder (x) its Series B Preferred Stock or
Series C Preferred Stock for the number of shares set forth opposite the name of
such  DVA  Shareholder  on  Exhibit  B  hereto  and (y) the Series C Warrants to
                            ----------
purchase  such number of shares of Common Stock as is set forth the name of such
DVA  Shareholder  on  Exhibit  B  attached  hereto.  At  the  Closing,  each DVA
                      ----------
Shareholder  shall  deliver his or its DVA Shares and TotalCFO shall deliver its
DVA Warrant. In addition, subject to the terms and conditions of this Agreement,
at the Closing, the Company shall deliver or cause to be delivered to the Lender
the Series D Warrant to purchase such number of shares of Common Stock as is set
forth in Section 1.3 above.
         -----------

     The  Series  A  Warrants, Series B Warrants, Series C Warrants and Series D
Warrant are referred to collectively as the "Warrants."  The number of shares of
                                             --------
Common  Stock issuable to each Purchaser or DVA Shareholder upon exercise of the
Warrants  are  referred  to  herein  collectively  as  the  "Warrant  Shares".

     Any shares of Common Stock issuable upon conversion of the Series A
Preferred Stock, Series B Preferred Stock and Series C Preferred Stock are
herein referred to as the "Conversion Shares."
                           -----------------

     The  Series A Preferred Stock, Series B Preferred Stock, Series C Preferred
Stock, Warrants and Warrant Shares are sometimes collectively referred to herein
as  the  "Securities."
          ----------

                                     -3-
<PAGE>

     Section  1.5  Additional  Closings.  If  the  aggregate stated value of the
                   --------------------
Series  A  Preferred Stock issued and sold by the Company at the Closing is less
than  Seven Million Five Hundred Thousand Dollars ($7,500,000), then the Company
may  in  one or more additional closings issue and sell Series A Preferred Stock
having  an  aggregated stated value up to the amount equal to Seven Million Five
Hundred  Thousand  Dollars  ($7,500,000), minus the stated value of the Series A
Preferred  Stock  sold  at the Closing (as referred to in Section 1.4 above). At
the  Closing  referred  to in Section 1.4 above, the Company shall have received
acceptable subscriptions from the Purchasers to subscribe for and purchase, at a
minimum,  shares of Series A Preferred Stock having an aggregate stated value of
Five Million and No/100 Dollars ($5,000,000).

                                   ARTICLE II

                         REPRESENTATIONS AND WARRANTIES

     Section 2.1 Representations and Warranties of the Company Shareholders. The
                 ----------------------------------------------------------
Company Shareholders, jointly and severally, hereby represent and warrant to the
Purchasers,  DVA  Shareholders and Lender, as of the date hereof and the Closing
Date  (except  as  set  forth on the Schedule of Exceptions attached hereto with
each numbered Schedule corresponding to the section number herein), as follows:

     (a)     Organization, Good Standing and Power. The Company is a corporation
             -------------------------------------
duly  incorporated,  validly existing and in good standing under the laws of the
State  of  Delaware  and  has  the  requisite  corporate power to own, lease and
operate its properties and assets and to conduct its business as it is now being
conducted. The Company is duly qualified as a foreign corporation to do business
and  is  in  good  standing  in  every  jurisdiction  in which the nature of the
business  conducted  or  property owned by it makes such qualification necessary
except  for any jurisdiction(s) (alone or in the aggregate) in which the failure
to  be so qualified will not have a Material Adverse Effect. For the purposes of
this  Agreement,  "Material Adverse Effect" means any material adverse effect on
                   -----------------------
the  business,  operations, properties, prospects, or financial condition of the
Company  and/or any condition, circumstance, or situation that would prohibit or
otherwise materially interfere with the ability of the Company to perform any of
its obligations under this Agreement in any material respect.

     (b)     Capitalization. The authorized capital stock  and  the  issued  and
             --------------
outstanding shares of capital stock of the Company as of the Closing Date is set
forth  on  Schedule  2.1(b) hereto.  All of the outstanding shares of the Common
           ----------------
Stock  and  any  other  outstanding  security  of the Company have been duly and
validly  authorized.  Except  as  set  forth  in  this Agreement, the Commission
Documents  (as  defined  in  Section  2.1(c)  below) or as set forth on Schedule
                                                                        --------
2.1(b)  hereto,  no  shares of Common Stock or any other security of the Company
-----
are  entitled  to  preemptive  rights  or  registration  rights and there are no
outstanding  options,  warrants,  scrip,  rights  to  subscribe  to,  call  or
commitments  of  any  character  whatsoever relating to, or securities or rights
convertible  into,  any  shares  of  capital stock of the Company.  Furthermore,
except  as  set  forth  in  this  Agreement  and as set forth on Schedule 2.1(b)
                                                                 ---------------
hereto,  there are no contracts, commitments, understandings, or arrangements by
which  the  Company  is  or  may  become bound to issue additional shares of the
capital  stock  of the Company or options, securities or rights convertible into
shares  of  capital  stock  of  the  Company.  Except  for  customary  transfer

                                     -4-
<PAGE>

restrictions  contained  in  agreements  entered into by the Company in order to
sell restricted securities or as provided on Schedule 2.1(b) hereto, the Company
                                             ---------------
is  not  a  party  to  or  bound  by  any  agreement  or  understanding granting
registration  or  anti-dilution  rights to any person with respect to any of its
equity  or debt securities.  Except as set forth on Schedule 2.1(b), the Company
                                                    ---------------
is  not  a  party to, and it has no knowledge of, any agreement or understanding
restricting  the  voting  or  transfer of any shares of the capital stock of the
Company.

     (c)    Commission Documents, Financial Statements. The  Common Stock of the
            -----------------------------------------
Company  is  currently  reported  on  the  OTC  Bulletin Board and is registered
pursuant  to  Section  12(b) or 12(g) of the Securities Exchange Act of 1934, as
amended  (the  "Exchange  Act"),  and  the Company has timely filed all reports,
                -------------
schedules, forms, statements and other documents required to be filed by it with
the  Commission  pursuant to the reporting requirements of the Exchange Act (all
of  the  foregoing,  including  filings incorporated by reference therein, being
referred  to  herein  as  the "Commission Documents").  Any form 10-QSB and Form
                               --------------------
10-KSB  filings  made  by  the  Company do not contain any untrue statement of a
material  fact or omit to state a material fact required to be stated therein or
necessary in order to make the statements therein, in light of the circumstances
under  which  they were made, not misleading.  As of their respective dates, the
financial  statements  of  the  Company  included  in  the  Commission Documents
complied  as  to  form  in  all  material  respects  with  applicable accounting
requirements  and the published rules and regulations of the Commission or other
applicable  rules  and  regulations  with  respect  thereto.  Such  financial
statements  have  been prepared in accordance with generally accepted accounting
principles  ("GAAP")  applied  on a consistent basis during the periods involved
              ----
(except  (i)  as  may be otherwise indicated in such financial statements or the
notes thereto or (ii) in the case of unaudited interim statements, to the extent
they  may  not include footnotes or may be condensed or summary statements), and
fairly  present  in  all material respects the financial position of the Company
and  its  Subsidiaries as of the dates thereof and the results of operations and
cash  flows  for  the  periods  then  ended  (subject,  in the case of unaudited
statements,  to  normal year-end audit adjustments).  Except as disclosed in the
unaudited  financial  statements included in the form 10-QSB for the Company for
the  quarterly  period  ended  September  30,  2005  (subject to normal year end
adjustments  and  the addition of footnotes) or as set forth in Schedule 2.1(g),
the  Company  has  no  liabilities,  obligations,  claims  or  losses  (whether
liquidated  or unliquidated, secured or unsecured, absolute, accrued, contingent
or  otherwise).

     (d)     Subsidiaries.  Schedule 2.1(d) hereto sets forth each Subsidiary of
             ------------   --------------
the  Company  and  shows  the  percentage  of  each  person's  ownership  of the
outstanding  stock  or  other  interests of such Subsidiary. For the purposes of
this Agreement, "Subsidiary" shall mean any corporation or other entity of which
                 ----------
at  least  a  majority  of  the  securities  or  other ownership interest having
ordinary voting power (absolutely or contingently) for the election of directors
or  other persons performing similar functions are at the time owned directly or
indirectly by the Company and/or any of its other Subsidiaries.

     (e)     No  Material  Adverse Change.  Except  as  otherwise  set forth  in
             ----------------------------
Schedule  2.1(e)  hereto,  since  September  30,  2005,  the  Company  has  not
----------------
experienced  or  suffered  any  Material  Adverse Effect; provided, however, the
Company  has  made  distributions of its assets to its officers and directors in
contemplation  of the transactions described herein and, as of the Closing Date,
will have no assets.

                                     -5-
<PAGE>

     (f)     No  Undisclosed  Events or Circumstances.  Except as  otherwise set
             ----------------------------------------
forth  in  Schedule  2.1(f)  hereto,  since  September  30,  2005,  no  event or
           ---------------
circumstance  has  occurred  or  exists  with  respect  to  the  Company  or its
businesses,  properties,  prospects,  operations  or financial condition, which,
under  applicable  law,  rule  or  regulation,  requires  public  disclosure  or
announcement  by  the  Company  but  which has not been so publicly announced or
disclosed.

     (g)     Indebtedness.  Schedule  2.1(g)  hereto  sets forth, as of the date
             ------------   ---------------
hereof,  all  outstanding  secured and unsecured Indebtedness of the Company, or
Indebtedness  for  which  the  Company has commitments. For the purposes of this
Agreement,  "Indebtedness"  shall mean (a) any liabilities for borrowed money or
amounts  owed  in  excess  of  $100,  (b) all guaranties, endorsements and other
contingent  obligations in respect of Indebtedness of others, whether or not the
same  are  or  should  be reflected in the Company's balance sheet (or the notes
thereto),  (c)  the  present  value  of any lease payments in excess of $100 due
under  leases  required  to  be capitalized in accordance with GAAP, and (d) any
accrued  fees,  expenses,  and  liabilities.  The Company is not in default with
respect  to  any  Indebtedness.  The Purchasers and DVA Shareholders acknowledge
that  the  Company  will  remain liable for payment of obligations expressly set
forth  on Schedule 2.1(g), in the amounts set forth on Schedule 2.1(g), and that
          --------------                               --------------
the  Company  will  discharge  such  obligations or otherwise make provision for
payment thereof.

     (h)     Actions  Pending. There is no action, suit,  claim,  investigation,
             ----------------
arbitration, alternate dispute resolution proceeding or other proceeding pending
or, to the knowledge of the Company, threatened against or involving the Company
or any of its respective properties or assets.  There are no outstanding orders,
judgments,  injunctions,  awards  or  decrees  of  any  court,  arbitrator  or
governmental or regulatory body against the Company or any officers or directors
of  the  Company  in  their  capacities  as  such.

     (i)     Compliance  with  Law.  The business of the Company has been and is
             ---------------------
presently  being  conducted in accordance with all applicable federal, state and
local  governmental  laws,  rules,  regulations  and  ordinances.

     (j)     Taxes.  Except  as  set forth in  Schedule  2.1(j), the Company has
             -----                             ----------------
accurately  prepared and filed all federal, state and other tax returns required
by  law  to  be  filed by it, has paid or made provisions for the payment of all
taxes  shown  to  be due and all additional assessments, and adequate provisions
have  been  and are reflected in the financial statements of the Company for all
current  taxes  and  other charges to which the Company is subject and which are
not  currently  due  and payable.  None of the federal income tax returns of the
Company  or  any  Subsidiary  have been audited by the Internal Revenue Service.
The  Company  has  no  knowledge  of  any additional assessments, adjustments or
contingent  tax  liability  (whether federal or state) of any nature whatsoever,
whether  pending  or  threatened  against the Company for any period, nor of any
basis  for  any  such  assessment,  adjustment  or  contingency.

     (k)     Disclosure. Neither this Agreement or the  Schedules hereto nor any
             ----------
other  documents,  certificates  or instruments furnished by or on behalf of the
Company  in  connection  with  the  transactions  contemplated by this Agreement
contain any untrue statement of a material fact or omit to state a material fact
necessary  in  order  to make the statements made herein or therein, in light of
the  circumstances under which they were made herein or therein, not misleading.

                                     -6-
<PAGE>

     (l)     Environmental  Compliance.  "Environmental Laws"  shall  mean   all
             -------------------------
applicable  laws  relating  to  the  protection  of  the environment, including,
without  limitation,  all  requirements  pertaining  to  reporting,  licensing,
permitting,  controlling,  investigating  or  remediating emissions, discharges,
releases  or  threatened  releases of hazardous substances, chemical substances,
pollutants,  contaminants  or  toxic  substances,  materials  or wastes, whether
solid,  liquid or gaseous in nature, into the air, surface water, groundwater or
land,  or relating to the manufacture, processing, distribution, use, treatment,
storage,  disposal,  transport  or  handling  of  hazardous substances, chemical
substances,  pollutants,  contaminants  or toxic substances, material or wastes,
whether  solid,  liquid  or  gaseous  in  nature.  There  are no past or present
events,  conditions,  circumstances, incidents, actions or omissions relating to
or  in  any  way  affecting  the  Company  that  violate  or  may  violate  any
Environmental  Law  after  the  Closing  Date  or  that  may  give  rise  to any
environmental  liability,  or  otherwise  form  the  basis of any claim, action,
demand,  suit,  proceeding,  hearing,  study  or  investigation  (i)  under  any
Environmental  Law,  or (ii) based on or related to the manufacture, processing,
distribution,  use,  treatment,  storage  (including,  without  limitation,
underground  storage  tanks),  disposal, transport or handling, or the emission,
discharge,  release  or  threatened  release  of  any  hazardous  substance.

     (m)    Employees. Neither the Company nor any Subsidiary has any collective
            ---------
bargaining  arrangements  or agreements covering any of its employees, except as
set  forth  on  Schedule 2.1(m) hereto.  The Company has no employment contract,
                ---------------
agreement  regarding  proprietary  information,  non-competition  agreement,
non-solicitation  agreement,  confidentiality  agreement,  or  any other similar
contract or restrictive covenant, relating to the right of any officer, employee
or  consultant  to  be  employed  or  engaged  by  the  Company.

     (n)     Public  Utility  Holding  Company  Act  and Investment Company  Act
             -------------------------------------------------------------------
Status.  The Company is not a "holding company" or a "public utility company" as
------
such  terms  are  defined  in the Public Utility Holding Company Act of 1935, as
amended. The Company is not, and as a result of and immediately upon the Closing
will not be, an "investment company" or a company "controlled" by an "investment
company," within the meaning of the Investment Company Act of 1940, as amended.

     (o)     ERISA. No liability to the Pension Benefit Guaranty Corporation has
             -----
been  incurred  with  respect  to  any  Plan  by  the Company which has not been
satisfied by the Company.    As used in this Section, the term "Plan" shall mean
an  "employee  pension benefit plan" (as defined in Section 3 of ERISA) which is
or  has  been  established  or maintained, or to which contributions are or have
been made, by the Company or any Subsidiary or by any trade or business, whether
or  not  incorporated,  which,  together  with the Company or any Subsidiary, is
under  common  control,  as  described  in  Section  414(b)  or (c) of the Code.

     (p)     No  Integrated  Offering.  Neither  the  Company,  nor  any  of its
             ------------------------
affiliates,  nor  any  person  acting  on  its  or their behalf, has directly or
indirectly  made  any offers or sales of any security or solicited any offers to
buy  any  security  under  circumstances  that  would  cause the offering of the
Securities  pursuant  to this Agreement to be integrated with prior offerings by
the  Company for purposes of the Securities Act, which would prevent the Company
from  selling the Securities pursuant to Regulation D and Rule 506 thereof under
the  Securities  Act,  or  any  applicable exchange-related stockholder approval
provisions,  nor  will the Company or any of its affiliates or subsidiaries take
any  action  or  steps  that  would  cause  the offering of the Securities to be

                                     -7-
<PAGE>

integrated  with  other  offerings.  The  Company does not have any registration
statement  pending  before  the  Commission  or currently under the Commission's
review  and  since November 10, 2005, the Company has not offered or sold any of
its  equity  securities  or  debt  securities  convertible into shares of Common
Stock.

     (q)    Sarbanes-Oxley Act. The Company is in compliance with the applicable
            -------------------
provisions of the Sarbanes-Oxley Act of 2002 (the "Sarbanes-Oxley Act"), and the
                                                   ------------------
rules  and  regulations  promulgated  thereunder  that  are  effective as of the
Closing Date.

     Section  2.2  Representations  and  Warranties  of the Company. The Company
     ------------
hereby  represents  and warrants to the Purchasers, DVA Shareholders and Lender,
as  of the date hereof and the Closing Date (except as set forth on the Schedule
of  Exceptions  attached hereto with each numbered Schedule corresponding to the
section number herein), as follows:

     (a)     Authorization;  Enforcement.  The  Company  has  the  requisite
             ---------------------------
corporate  power  and  authority  to  enter into and perform this Agreement, the
Warrants,  the  Investor  Rights  Agreement  dated  as  of  the  date  hereof,
substantially  in  the  form  of Exhibit K attached hereto (the "Investor Rights
                                 ---------                       ---------------
Agreement"),  and  the  Irrevocable  Transfer  Agent Instructions (as defined in
---------
Section  3.16  hereof)  (collectively, the "Transaction Documents") and to issue
-------------                               ---------------------
and  sell  the  Securities  in accordance with the terms hereof.  The execution,
delivery  and  performance  of  the Transaction Documents by the Company and the
consummation  by  it of the transactions contemplated thereby have been duly and
validly  authorized by all necessary corporate action, and no further consent or
authorization  of  the  Company,  its  Board  of  Directors  or  stockholders is
required.  When  executed  and delivered by the Company, each of the Transaction
Documents  shall  constitute  a  valid  and  binding  obligation  of the Company
enforceable  against  the  Company  in accordance with its terms, except as such
enforceability  may  be  limited  by  applicable  bankruptcy,  reorganization,
moratorium,  liquidation, conservatorship, receivership or similar laws relating
to, or affecting generally the enforcement of, creditor's rights and remedies or
by  other  equitable  principles  of  general  application.

     (b)     Issuance  of Securities. The Securities to be issued at the Closing
             ------------------------
have  been  duly authorized by all necessary corporate action and, when paid for
or  issued  in accordance with the terms hereof, the Securities shall be validly
issued  and outstanding, free and clear of all liens, encumbrances and rights of
refusal  of  any kind.  When the Conversion Shares and Warrant Shares are issued
and  paid for in accordance with the terms of this Agreement and as set forth in
the  Warrants,  such  shares  will be duly authorized by all necessary corporate
action  and  validly  issued and outstanding, fully paid and nonassessable, free
and  clear  of all liens, encumbrances and rights of refusal of any kind and the
holders  shall  be  entitled to all rights accorded to a holder of Common Stock.

     (c)     No  Conflicts.  The  execution,  delivery  and  performance  of the
             -------------
Transaction Documents by the Company, and the consummation by the Company of the
transactions contemplated hereby and thereby, and the issuance of the Securities
as  contemplated  hereby,  do  not and will not (i) violate or conflict with any
provision  of the Company's Articles of Incorporation (the "Articles") or Bylaws
                                                            --------
(the  "Bylaws"), each as amended to date, or any Subsidiary's comparable charter
       ------
documents;  (ii)  conflict with, or constitute a default (or an event which with
notice or lapse of time or both would become a default) under, or give to others
any  rights  of  termination,  amendment,  acceleration  or cancellation of, any

                                     -8-
<PAGE>

agreement,  mortgage,  deed  of  trust,  indenture,  note,  bond, license, lease
agreement,  instrument  or  obligation  to  which  the  Company  or  any  of its
Subsidiaries  is  a  party  or  by which the Company or any of its Subsidiaries'
respective properties or assets are bound; or (iii) result in a violation of any
federal,  state,  local or foreign statute, rule, regulation, order, judgment or
decree  (including federal and state securities laws and regulations) applicable
to  the  Company or any of its Subsidiaries or by which any property or asset of
the  Company  or  any  of its Subsidiaries are bound or affected, except, in all
cases,  for  such  conflicts,  defaults, terminations, amendments, acceleration,
cancellations  and  violations  as  would not, individually or in the aggregate,
have a Material Adverse Effect (other than violations pursuant to clauses (i) or
(iii) (with respect to federal and state securities laws)).  Neither the Company
nor  any  of its Subsidiaries is required under federal, state, foreign or local
law,  rule  or  regulation  to obtain any consent, authorization or order of, or
make  any filing or registration with, any court or governmental agency in order
for  it  to  execute,  deliver  or  perform  any  of  its  obligations under the
Transaction  Documents  or  issue and sell the Securities in accordance with the
terms  hereof  (other  than  any  filings,  consents  and approvals which may be
required to be made by the Company under applicable state and federal securities
laws,  rules  or  regulations  or  any  registration  provisions provided in the
Investor  Rights  Agreement).

     (d)      Actions  Pending.  There is no action, suit, claim, investigation,
              ----------------
arbitration, alternate dispute resolution proceeding or other proceeding pending
or,  to  the  knowledge  of  the  Company,  threatened against the Company which
questions  the  validity  of  this  Agreement  or  any  of the other Transaction
Documents  or  any  of  the  transactions  contemplated hereby or thereby or any
action  taken  or  to  be  taken  pursuant  hereto  or  thereto.

     (e)     Securities  Act  of  1933.  Based  in  material  part  upon  the
             -------------------------
representations  herein  of  the  Purchasers,  the Company has complied and will
comply  with all applicable federal and state securities laws in connection with
the  offer,  issuance  and sale of the Securities hereunder. Neither the Company
nor anyone acting on its behalf, directly or indirectly, has or will sell, offer
to sell or solicit offers to buy any of the Securities or similar securities to,
or  solicit  offers  with  respect  thereto from, or enter into any negotiations
relating thereto with, any person, or has taken or will take any action so as to
bring  the  issuance  and  sale  of any of the Securities under the registration
provisions  of  the  Securities  Act  and  applicable state securities laws, and
neither  the  Company nor any of its affiliates, nor any person acting on its or
their  behalf,  has  engaged  in  any  form  of  general solicitation or general
advertising  (within  the  meaning  of Regulation D under the Securities Act) in
connection with the offer or sale of any of the Securities.

     (f)     Independent Nature of Purchasers and  DVA Shareholders. The Company
             ----------------------------------------------------------
acknowledges  that  the  obligations of each Purchaser and DVA Shareholder under
the  Transaction Documents are several and not joint with the obligations of any
other  Purchaser or DVA Shareholder, as applicable, and that no Purchaser or DVA
Shareholder  shall  be  responsible  in  any  way  for  the  performance  of the
obligations  of any other Purchaser or DVA Shareholder, as applicable, under the
Transaction  Documents.  The  Company  acknowledges  that  the  decision of each
Purchaser  or  DVA Shareholder to purchase Securities pursuant to this Agreement
has been made by such Purchaser or DVA Shareholder, as applicable, independently
of  any  other  purchase  and  independently  of  any  information,  materials,
statements  or  opinions  as  to  the  business,  affairs,  operations,  assets,

                                     -9-
<PAGE>

properties,  liabilities,  results  of  operations,  condition  (financial  or
otherwise)  or  prospects  of  the Company or of its Subsidiaries which may have
made  or  given  by any other Purchaser or DVA Shareholder, as applicable, or by
any  agent or employee of any other Purchaser or DVA Shareholder, as applicable,
and  no  Purchaser  or  DVA Shareholder, or any of its agents or employees shall
have  any  liability  to any Purchaser or DVA Shareholder, as applicable (or any
other  person)  relating  to  or  arising  from any such information, materials,
statements or opinions.  The Company acknowledges that nothing contained herein,
or  in  any  Transaction  Document,  and no action taken by any Purchaser or DVA
Shareholder  pursuant  hereto  or  thereto,  shall  be  deemed to constitute the
Purchasers or DVA Shareholders, as applicable, as a partnership, an association,
a  joint  venture  or any other kind of entity, or create a presumption that the
Purchasers  or  DVA  Shareholders are in any way acting in concert or as a group
with  respect  to  such  obligations  or  the  transactions  contemplated by the
Transaction  Documents.  The  Company  acknowledges  that  for  reasons  of
administrative convenience only, the Transaction Documents have been prepared by
counsel for one of the Purchasers and such counsel does not represent all of the
Purchasers or DVA Shareholders, but only such Purchaser and the other Purchasers
and  DVA Shareholders have retained their own individual counsel with respect to
the  transactions  contemplated  hereby.  The  Company  acknowledges that it has
elected  to  provide all Purchasers and DVA Shareholders with the same terms and
Transaction  Documents for the convenience of the Company and not because it was
required  or  requested  to  do  so  by the Purchasers or DVA Shareholders.  The
Company  acknowledges  that  such  procedure  with  respect  to  the Transaction
Documents  in  no  way  creates  a  presumption  that  the  Purchasers  or  DVA
Shareholders, as applicable, are in any way acting in concert or as a group with
respect  to the Transaction Documents or the transactions contemplated hereby or
thereby.

     (g)     Acknowledgement Regarding Trading Activity. The Company understands
             ------------------------------------------
and  acknowledges  that,  one or more Purchasers, DVA Shareholders or the Lender
may  engage  in  hedging  activities at various times during the period that the
Securities are outstanding.

     Section  2.3  Representations  and  Warranties  of  the  Purchasers,  DVA
                   -------------------------------------------------------------
Shareholders and Lender. Each of the Purchasers, DVA Shareholders and the Lender
-----------------------
hereby  represents and warrants to the Company with respect solely to itself and
not  with respect to any other Purchaser or DVA Shareholder as follows as of the
date hereof and as of the Closing Date:

     (a)     Organization and Standing of the Purchasers.  If the Purchaser, DVA
             -------------------------------------------
Shareholder,  or  Lender,  as  applicable,  is  an  entity,  such Purchaser, DVA
Shareholder or Lender is a corporation, limited liability company or partnership
duly  incorporated or organized, validly existing and in good standing under the
laws  of  the  jurisdiction  of  its  incorporation  or  organization.

     (b)    Authorization and Power. Each Purchaser, DVA Shareholder, or Lender,
            -------------------------
as  applicable,  has the requisite power and authority to enter into and perform
the  Transaction  Documents  and to purchase or otherwise acquire the Securities
being  issued  to  it hereunder.  The execution, delivery and performance of the
Transaction  Documents  by  each  Purchaser,  DVA  Shareholder  and  Lender,  as

                                      -10-
<PAGE>

applicable,  and  the consummation by it of the transactions contemplated hereby
have  been duly authorized by all necessary corporate or partnership action, and
no  further  consent  or  authorization  of  such  Purchaser, DVA Shareholder or
Lender,  as applicable, or its Board of Directors, stockholders, or partners, as
the case may be, is required.  When executed and delivered by the Purchasers and
DVA  Shareholders,  as  applicable,  the  other  Transaction  Documents  shall
constitute  valid  and binding obligations of each Purchaser and DVA Shareholder
enforceable  against such Purchaser and DVA Shareholder in accordance with their
terms,  except  as  such enforceability may be limited by applicable bankruptcy,
insolvency,  reorganization,  moratorium,  liquidation,  conservatorship,
receivership or similar laws relating to, or affecting generally the enforcement
of,  creditor's  rights and remedies or by other equitable principles of general
application.

     (c)     No Conflict.  The execution,  delivery  and  performance  of  the
             -----------
Transaction  Documents  by  the  Purchaser,  DVA  Shareholder  and  Lender,  as
applicable,  and  the consummation by the Purchaser, DVA Shareholder and Lender,
as  applicable,  of  the transactions contemplated thereby and hereby do not and
will  not  (i)  violate  any  provision of the Purchaser's, DVA Shareholder's or
Lender's,  as  applicable,  charter  or  organizational documents; (ii) conflict
with, or constitute a default (or an event which with notice or lapse of time or
both would become a default) under, or give to others any rights of termination,
amendment,  acceleration  or  cancellation  of, any agreement, mortgage, deed of
trust, indenture, note, bond, license, lease agreement, instrument or obligation
to which the Purchaser, DVA Shareholder, or Lender, as applicable, is a party or
by which the Purchaser's, DVA Shareholder's or Lender's respective properties or
assets are bound; or (iii) result in a violation of any federal, state, local or
foreign  statute, rule, regulation, order, judgment or decree (including federal
and  state  securities  laws  and  regulations) applicable to the Purchaser, DVA
Shareholder  or  Lender  by  which  any  property or asset of the Purchaser, DVA
Shareholder  or  Lender  is  bound or affected, except, in all cases, other than
violations  pursuant  to clauses (i) or (iii) (with respect to federal and state
securities  laws) above, for such conflicts, defaults, terminations, amendments,
acceleration,  cancellations and violations as would not, individually or in the
aggregate, materially and adversely affect the Purchaser's, DVA Shareholder's or
Lender's ability to perform its obligations under the Transaction Documents.

     (d)     Acquisition  for  Investment.  Each  of  the  Purchasers,  DVA
             ----------------------------
Shareholders  and  Lender is acquiring the Securities solely for its own account
and  not with a view to or for sale in connection with distribution. None of the
Purchasers,  DVA  Shareholders  or Lender has a present intention to sell any of
the  Securities,  or  a  present arrangement (whether or not legally binding) or
intention  to effect any distribution of any of the Securities to or through any
person or  entity; provided, however, that by making the representations herein,
                   -----------------
such  Purchaser,  DVA  Shareholder  and Lender, as applicable, does not agree to
hold  the  Securities  for  any  minimum or other specific term and reserves the
right  to  dispose  of the Securities at any time in accordance with federal and
state  securities  laws  applicable  to  such  disposition.  Each Purchaser, DVA
Shareholder  and  Lender,  as  applicable,  acknowledges  that  it  (i) has such
knowledge  and experience in financial and business matters such that Purchaser,
DVA  Shareholder  or  Lender  is  capable  of evaluating the merits and risks of
Purchaser's,  DVA  Shareholder's,  or Lender's, as applicable, investment in the
Company;  (ii) is able to bear the financial risks associated with an investment
in  the  Securities; and (iii) has been given full access to such records of the
Company  and  the  Subsidiaries  and  to  the  officers  of  the Company and the
Subsidiaries  as  it  has  deemed  necessary  or  appropriate to conduct its due
diligence investigation.

                                      -11-
<PAGE>

     (e)    Rule 144. Each Purchaser, DVA Shareholder and Lender, as applicable,
            ---------
understands that the Securities must be held indefinitely unless such Securities
are  registered  under  the  Securities Act or an exemption from registration is
available.  Each  Purchaser,  DVA  Shareholder  and  Lender,  as  applicable,
acknowledges  that  such  person  is  familiar  with  Rule  144 of the rules and
regulations  of  the  Commission,  as  amended,  promulgated  pursuant  to  the
Securities  Act  ("Rule  144"),  and  that  such  Purchaser, DVA Shareholder and
                   ---------
Lender, as applicable, has been advised that Rule 144 permits resales only under
certain  circumstances.  Each  Purchaser,  DVA  Shareholder  and  Lender,  as
applicable, understands that, to the extent that Rule 144 is not available, such
Purchaser, DVA Shareholder and Lender, as applicable, will be unable to sell any
Securities without either registration under the Securities Act or the existence
of  another  exemption  from  such  registration  requirement.

     (f)     General.  Each  Purchaser  and  DVA  Shareholder,  as  applicable,
             -------
understands  that  the  Securities  are  being offered and sold in reliance on a
transactional  exemption from the registration requirements of federal and state
securities  laws  and  the Company is relying upon the truth and accuracy of the
representations,  warranties,  agreements, acknowledgments and understandings of
such  Purchaser and DVA Shareholder, as applicable, set forth herein in order to
determine  the  applicability  of  such  exemptions  and the suitability of such
Purchaser  and  DVA  Shareholder, as applicable, to acquire the Securities. Each
Purchaser, DVA Shareholder and Lender, as applicable, understands that no United
States  federal  or  state  agency  or any government or governmental agency has
passed  upon  or  made  any  recommendation  or  endorsement  of the Securities.
Commencing  on  the  date  that  the  Purchasers,  DVA Shareholder or Lender, as
applicable,  were initially contacted regarding an investment in the Securities,
none  of the Purchasers, DVA Shareholders, or Lender, as applicable, has engaged
in  any  short sale of the Common Stock and will not engage in any short sale of
the  Common  Stock prior to the consummation of the transactions contemplated by
this Agreement.

     (g)    No General Solicitation. Each Purchaser, DVA Shareholder and Lender,
            -----------------------
as  applicable,  acknowledges  that  the  Securities  were  not  offered to such
Purchaser,  DVA  Shareholder  or  Lender, as applicable, by means of any form of
general  or public solicitation or general advertising, or publicly disseminated
advertisements  or  sales  literature, including (i) any advertisement, article,
notice  or  other communication published in any newspaper, magazine, or similar
media,  or broadcast over television or radio; or (ii) any seminar or meeting to
which  such  Purchaser, DVA Shareholder or Lender, as applicable, was invited by
any  of  the  foregoing means of communications. Each Purchaser, DVA Shareholder
and  Lender,  as  applicable, in making the decision to purchase the Securities,
has  relied  upon independent investigation made by it and has not relied on any
information or representations made by third parties.

     (h)    Accredited Investor. Each Purchaser, DVA Shareholder and the Lender,
            -------------------
as applicable, is an "accredited investor" (as defined in Rule 501 of Regulation
D),  and such Purchaser, DVA Shareholder and the Lender, as applicable, has such
experience  in  business  and financial matters that it is capable of evaluating
the  merits  and  risks  of an investment in the Securities. Such Purchaser, DVA
Shareholder  and  Lender,  as  applicable, is not required to be registered as a
broker-dealer  under  Section  15  of  the  Exchange Act and such Purchaser, DVA
Shareholder  and  Lender, as applicable, is not a broker-dealer. Each Purchaser,
DVA  Shareholder  and  Lender, as applicable, acknowledges that an investment in
the Securities is speculative and involves a high degree of risk.

                                      -12-
<PAGE>

     (i)     Certain Fees. Except for investment banking fees payable to Midtown
             -------------
Partners  &  Co.,  LLC,  the  Purchasers,  DVA  Shareholders and the Lender,  as
applicable, have not employed any broker or finder or incurred any liability for
any  brokerage  or  investment  banking  fees, commissions, finders' structuring
fees,  financial  advisory  fees  or  other  similar fees in connection with the
Transaction  Documents.

     (j)     Independent Investment. No Purchaser, DVA Shareholder or Lender, as
             -----------------------
applicable, has agreed to act with any other Purchaser, DVA Shareholder or third
parties,  as  applicable,  for  the  purpose  of  acquiring,  holding, voting or
disposing  of  the  Securities purchased hereunder for purposes of Section 13(d)
under  the  Exchange Act, and each Purchaser, DVA Shareholder and the Lender, as
applicable,  is  acting  independently  with  respect  to  its investment in the
Securities.

     (k)     Regulation  M.  Each  Purchaser, DVA Shareholder and the Lender, as
             --------------
applicable, has complied and will comply with Regulation M promulgated under the
Exchange  Act  with  respect to the transactions contemplated by this Agreement.

     Section 2.4 Representations and Warranties of the DVA Shareholders. Each of
                 ------------------------------------------------------
the DVA Shareholders hereby represents and warrants to the Company, with respect
solely  to  itself  and not with respect to any other DVA Shareholder, as of the
date hereof and as of the Closing Date, as follows:

     (a)     Title to Shares.  The DVA Shareholder has good and marketable title
             ---------------
to  the  DVA Common Stock, free and clear of all liens, claims, encumbrances and
restrictions, legal or equitable, of every kind, except for certain restrictions
on  transfer  imposed by federal and state securities laws.  The DVA Shareholder
has  full  and unrestricted legal right, power and authority to sell, assign and
transfer  his  or  its  DVA  Common  Stock  to the Company without obtaining the
consent  or  approval  of  any  other  person or governmental authority, and the
delivery  of such shares to the Company pursuant to this Agreement will transfer
valid  title  thereto,  free  and  clear  of all liens, encumbrances, claims and
restrictions  of  every kind, except for certain restrictions on transferability
imposed  by  federal  and  state  securities  laws.

     (b)     Title  to  Warrant. If applicable, the DVA Shareholder has good and
             ------------------
marketable  title  to  the  DVA  Warrant,  free  and clear of all liens, claims,
encumbrances  and  restrictions,  legal  or equitable, of every kind, except for
certain  restrictions  on transfer imposed by federal and state securities laws.
The  DVA  Shareholder has full and unrestricted legal right, power and authority
to  sell,  assign  and  transfer  his  or its DVA Warrant to the Company without
obtaining the consent or approval of any other person or governmental authority,
and  the delivery of such warrant to the Company pursuant to this Agreement will
transfer  valid title thereto, free and clear of all liens, encumbrances, claims
and  restrictions  of  every  kind,  except  for  certain  restrictions  on
transferability  imposed  by  federal  and  state  securities  laws.

     (c)     Conflict.  The  execution of this Agreement and the consummation of
             --------
the  transactions  contemplated  hereby  will not constitute a default under any
provision of any agreement by which the DVA Shareholder is bound.

                                      -13-
<PAGE>

                                   ARTICLE III

                                    COVENANTS

     The  Company  covenants with each Purchaser, DVA Shareholder and the Lender
as  to  each  provision  in  this Article III, and with each Company Shareholder
solely  as to Sections 3.2, 3.8, 3.9 and 3.10 below, as follows, which covenants
are  for  the  benefit of each Purchaser, DVA Shareholder, the Lender, and their
respective  permitted  assignees.

     Section  3.1 Securities Compliance. The Company shall notify the Commission
                  ---------------------
in  accordance  with its rules and regulations, of the transactions contemplated
by  any  of  the Transaction Documents and shall take all other necessary action
and  proceedings  as  may  be required and permitted by applicable law, rule and
regulation,  for  the  legal  and  valid  issuance  of  the  Securities  to  the
Purchasers,  DVA  Shareholders  and  Lender,  as applicable, or their respective
subsequent holders.

     Section 3.2 Listing; Filings. The Company will take all action necessary to
                 ----------------
continue the listing or trading of its Common Stock on the OTC Bulletin Board or
other  exchange or market on which the Common Stock is trading. If required, the
Company will promptly file the "Listing Application" for, or in connection with,
the  issuance  and  delivery  of  the  Conversion Shares and the Warrant Shares.
Subject to the terms of the Transaction Documents, the Company further covenants
that  it  will  take such further action as the Purchasers, DVA Shareholders, or
Company  Shareholders  may  reasonably  request, all to the extent required from
time  to  time  to  enable  the  Purchasers,  DVA  Shareholders,  or  Company
Shareholders,  as  applicable,  to sell the Securities or shares of Common Stock
without  registration  under  the  Securities  Act  within  and  subject  to the
limitations  provided  by  Rule  144  promulgated under the Securities Act. With
respect  to  the  resale  of  shares of Common Stock of the Company owned by any
stockholder of the Company as of the day preceding the Closing Date, the Company
shall  accept  legal  opinions  of  Richard A. Fisher, Esq. with respect to each
transfer,  so  long  as  there  is  a  reasonable  basis for concluding that the
transfer  is  permitted  under  Rule  144.  Fisher  may send a copy of each such
opinion  to  the  Company's  transfer  agent  simultaneously  with the facsimile
transmission thereof by Fisher to the Company.

     Section  3.3  Inspection Rights. Provided same would not be in violation of
                   -----------------
Regulation  FD,  the Company shall permit, during normal business hours and upon
reasonable  request  and  reasonable notice, each Purchaser, DVA Shareholder and
the  Lender,  or  any employees, agents or representatives thereof, for purposes
reasonably  related to such Purchaser's, DVA Shareholder's or Lender's interests
as  a  stockholder,  to examine the publicly available, non-confidential records
and  books  of  account  of,  and  visit  and  inspect  the  properties, assets,
operations  and  business  of the Company and any Subsidiary, and to discuss the
publicly  available,  non-confidential  affairs,  finances  and  accounts of the
Company and any Subsidiary with any of its officers, consultants, directors, and
key employees.

     Section  3.4 Compliance with Laws. The Company shall comply, and cause each
                  --------------------
Subsidiary  to  comply, with all applicable laws, rules, regulations and orders,
noncompliance  with  which would be reasonably likely to have a Material Adverse
Effect.

                                      -14-
<PAGE>

     Section 3.5 Keeping of Records and Books of Account. The Company shall keep
                 ---------------------------------------
and  cause  each  Subsidiary  to  keep adequate records and books of account, in
which  complete  entries  will  be  made  in  accordance  with GAAP consistently
applied,  reflecting  all  financial  transactions  of  the  Company  and  its
Subsidiaries,  and  in  which,  for  each  fiscal  year, all proper reserves for
depreciation,  depletion, obsolescence, amortization, taxes, bad debts and other
purposes in connection with its business shall be made.

     Section  3.6  Other  Agreements.  The  Company  shall  not  enter  into any
                   -----------------
agreement  which,  by  its  terms, would restrict or impair the Company's or any
Subsidiary's right or ability to perform under this Article III.

     Section  3.7  Use  of  Proceeds.  The  net  proceeds  from  the sale of the
                   -----------------
Securities  hereunder  shall  be  used  by  the  Company for working capital and
general  corporate  purposes,  including, but not limited to, growth and capital
initiatives,  investor  and  public  relations,  the  acquisition of Deer Valley
Homebuilders,  Inc.,  and payment of commissions and fees due Midtown Partners &
Co., LLC.

     Section  3.8  Reporting Status. For a period of not less than two (2) years
                   ----------------
after  the Closing, (a) the Company shall timely file all reports required to be
filed  with  the  Commission pursuant to the Exchange Act, and the Company shall
not  terminate  its  status  as  an  issuer  required  to file reports under the
Exchange  Act  even  if the Exchange Act or the rules and regulations thereunder
would  permit  such  termination,  and  (b) the Company shall retain an investor
relations  firm,  selected  by  the  Company,  which systematically prepares and
distributes  information  to  potential  investors  about  developments  in  the
Company's business as part of an active investor relations program.

     Section  3.9  Blue  Sky  Laws. Promptly as reasonably practicable after the
                   ---------------
Closing,  the Company shall (a) to the extent necessary, publish in a nationally
recognized  manual  of  securities to secure a "manual exemption" for compliance
with  state securities for laws for the secondary trading of the Common Stock of
the  Company  (the  "Manual  Securities  Exemption"),  and  (b)  to  the  extent
                     -----------------------------
necessary,  take  reasonable  measures  to  comply with state securities laws of
Rhode  Island,  South  Carolina,  and  Maryland for the secondary trading of the
Common  Stock  of  the  Company,  if  such  states are not covered by the Manual
Securities Exemption.

     Section  3.10  Increase  in Authorized Common Stock. Within forty five (45)
                    ------------------------------------
days of the Closing, the Company shall amend its Certificate of Incorporation to
increase  its  authorized Common Stock in sufficient amounts to reserve a number
of  its  authorized  but  unissued  shares  of Common Stock equal to one hundred
twenty  five  percent  (125%)  of the aggregate number of shares of Common Stock
needed  to  effect: (a) the conversion of the Series A Preferred Stock, Series B
Preferred  Stock and Series C Preferred Stock issued pursuant to this Agreement;
and  (b)  the  exercise  of  the  Series A Warrants, Series B Warrants, Series C
Warrants,  Series  D  Warrant,  and  any  warrants that may be issued to Midtown
Partners & Co., LLC as payment for investment banking fees. Once the Certificate
of Incorporation is amended to increase the Company's authorized Common Stock as
required  in  the  immediately preceding sentence, the Company shall immediately
authorize  and  reserve,  and  hereby  covenants to continue to reserve, free of
preemptive rights and other similar contractual rights of stockholders, a number

                                      -15-
<PAGE>

of  its  authorized  but  unissued  shares  of Common Stock equal to one hundred
twenty  five  percent  (125%)  of the aggregate number of shares of Common Stock
needed  to  effect: (a) the conversion of the Series A Preferred Stock, Series B
Preferred  Stock and Series C Preferred Stock issued pursuant to this Agreement;
and  (b)  the  exercise  of  the  Series A Warrants, Series B Warrants, Series C
Warrants,  Series  D  Warrant,  and  any  warrants that may be issued to Midtown
Partners & Co., LLC as payment for investment banking fees.

     Section  3.11  Transfer  Taxes.  All  applicable  sales  taxes, documentary
                    ---------------
transfer  taxes,  recording and filing fees, and other costs (but not including,
without  limitation,  any  attorney's  fees  incurred  by the Company or income,
capital  gains,  intangible  or  similar  taxes) that may be due or payable as a
result  of  the  conveyance  or  deliver  of  the  Securities to be conveyed and
transferred  or  other  transactions  contemplated hereby, whether levied on the
Company,  the  Purchasers, the Company Shareholders, the DVA Shareholders or the
Lender, shall be paid by the Company.

                                   ARTICLE IV

                                   CONDITIONS

     Section  4.1 Conditions Precedent to the Obligation of the Company to Close
                  --------------------------------------------------------------
and to Sell the Securities. The obligation hereunder of the Company to close and
--------------------------
issue  the  Securities to the Purchasers, DVA Shareholders and the Lender at the
Closing  is  subject  to the satisfaction or waiver, at or before the Closing of
the  conditions  set  forth  below.  These conditions are for the Company's sole
benefit and may be waived by the Company at any time in its sole discretion.

     (a)     Accuracy of the Representations and Warranties. The representations
             ----------------------------------------------
and  warranties  of each Purchaser, DVA Shareholder and the Lender shall be true
and  correct  in  all  material  respects as of the date when made and as of the
Closing  Date  as  though  made  at  that  time,  except for representations and
warranties  that are expressly made as of a particular date, which shall be true
and correct in all material respects as of such date.

     (b)     Performance by the Purchasers. Each Purchaser, DVA Shareholder  and
             ------------------------------
the Lender shall have performed, satisfied and complied in all material respects
with  all  covenants, agreements and conditions required by this Agreement to be
performed,  satisfied  or  complied  with  by  the Purchaser, DVA Shareholder or
Lender at or prior to the Closing Date.

     (c)     No  Injunction.  No  statute, rule,  regulation,  executive  order,
             --------------
decree,  ruling  or  injunction shall have been enacted, entered, promulgated or
endorsed  by any court or governmental authority of competent jurisdiction which
prohibits  the  consummation  of  any  of  the transactions contemplated by this
Agreement.

     (d)    Permits, Consents. All authorizations, approvals, permits, consents,
            ------------------
waivers,  and  clearances  of  any  third  party,  governmental authority, state
insurance regulatory agency, or other regulatory body of the United States or of
any  state that are required in connection with the transactions contemplated by
this  Agreement  shall  have  been  obtained  and  effective  as of the Closing.

                                      -16-
<PAGE>

     (e)     Delivery of  Purchase  Price.  The  Purchase  Price, DVA Shares and
             -----------------------------
DVA  Warrant, as applicable, for the Securities shall have been delivered to the
Company on the Closing Date.

     (f)     Delivery of Transaction Documents.  The Transaction Documents shall
             ---------------------------------
have  been  duly  executed  and  delivered to the Company by the Purchasers, DVA
Shareholders and the Lender, as applicable.

     (g)     Acquisition of Deer Valley Homebuilders, Inc. Simultaneous with the
             ------------------------------------------------
Closing  hereunder,  DVA  shall  acquire all of the outstanding capital stock of
Deer  Valley  Homebuilders, Inc. pursuant to the Common Stock Purchase Agreement
dated  November  1,  2005,  between DVA, Deer Valley Homebuilders, Inc., and the
shareholders  a  party  thereto.

     Section  4.2  Conditions Precedent to the Obligation of the Purchasers, DVA
                   -------------------------------------------------------------
Shareholders  and  Lender to Close and to Acquire the Securities. The obligation
----------------------------------------------------------------
hereunder  of the Purchasers, the DVA Shareholders and the Lender to purchase or
acquire  the  Securities  and  consummate  the transactions contemplated by this
Agreement is subject to the satisfaction or waiver, at or before the Closing, of
each  of  the  conditions  set  forth  below.  These  conditions  are  for  the
Purchasers',  DVA  Shareholders' and Lender's sole benefit, and may be waived by
the  Purchasers,  DVA  Shareholders  and  Lender  at  any  time,  in  their sole
discretion.

     (a)     Accuracy  of the Company's Representations and Warranties.  Each of
             ---------------------------------------------------------
the  representations  and  warranties  of  the Company in this Agreement and the
other  Transaction  Documents shall be true and correct in all material respects
as  of the Closing Date, except for representations and warranties that speak as
of  a  particular date, which shall be true and correct in all material respects
as  of  such  date.

     (b)     Performance  by the Company.  The  Company  shall  have  performed,
            ----------------------------
satisfied  and  complied in all material respects with all covenants, agreements
and conditions required by this Agreement to be performed, satisfied or complied
with by the Company at or prior to the Closing Date.

     (c)     No Suspension, Etc. Trading in the Common Stock shall not have been
             ---------------------
suspended  by  the  Commission,  or  the  OTC  Bulletin  Board.

     (d)     No  Injunction. No  statute,  rule,  regulation,  executive order,
             --------------
decree,  ruling  or  injunction shall have been enacted, entered, promulgated or
endorsed  by any court or governmental authority of competent jurisdiction which
prohibits  the  consummation  of  any  of  the transactions contemplated by this
Agreement.

     (e)    Permits, Consents. All authorizations, approvals, permits, consents,
            -----------------
waivers,  and  clearances  of  any  third  party,  governmental authority, state
insurance regulatory agency, or other regulatory body of the United States or of
any  state that are required in connection with the transactions contemplated by
this  Agreement  shall  have  been  obtained  and  effective  as of the Closing.

                                      -17-
<PAGE>

     (f)     No  Proceedings or Litigation. No action, suit or proceeding before
             -----------------------------
any  arbitrator  or any governmental authority shall have been commenced, and no
investigation  by any governmental authority shall have been threatened, against
the  Company  or any Subsidiary, or any of the officers, directors or affiliates
of  the  Company  or  any  Subsidiary seeking to restrain, prevent or change the
transactions  contemplated  by  this  Agreement  and  Transaction  Documents, or
seeking damages in connection with such transactions.

     (g)     Opinion of Counsel.  The Purchasers, the DVA Shareholders  and  the
             ------------------
Lender  shall have received an opinion of counsel to the Company, dated the date
of  the  Closing,  substantially  in  the  form  of  Exhibit L hereto, with such
                                                     ---------
exceptions  and  limitations as shall be reasonably acceptable to counsel to the
Purchasers, DVA Shareholders and Lender.

     (h)     Preferred Stock and Warrants. At or  prior  to the Closing, (i) the
             ----------------------------
Company  shall have delivered to the Purchasers the Series A Preferred Stock (in
such denominations as each Purchaser has subscribed) and the Series A and Series
B  Warrants  (in  such denominations as each Purchaser has subscribed); (ii) the
Company  shall  have  delivered  to  the DVA Shareholders the Series B Preferred
Stock  or Series C Preferred Stock, as applicable (in such denominations as each
Purchaser  has  subscribed),  and Series C Warrant, as applicable; and (iii) the
Company  shall  have  delivered  to  Lender  the  Series  D  Warrant.

     (i)     Secretary's  Certificate.  The  Company shall have delivered to the
             ------------------------
Purchasers,  the DVA Shareholders and Lender a secretary's certificate, dated as
of the Closing Date, as to (i) the resolutions adopted by the Board of Directors
approving  the  transactions  contemplated  hereby; (ii) the Articles; (iii) the
Bylaws,  each as in effect at the Closing; and (iv) the authority and incumbency
of the officers of the Company executing the Transaction Documents and any other
documents  required  to  be  executed  or  delivered  in  connection  therewith.

     (j)     Officer's  Certificate. On the Closing Date, the Company shall have
             ----------------------
delivered  to  the Purchasers, the DVA Shareholders and the Lender a certificate
signed by an executive officer on behalf of the Company, dated as of the Closing
Date,  confirming  the  accuracy  of  the  Company's  representations,  which
confirmation  shall  be  based  on  the  knowledge  of  the  executive  officer.

     (k)    Investor Rights Agreement. As of the Closing Date, the Company shall
            ---------------------------
have  executed  and  delivered  the Investor Rights Agreement to each Purchaser,
each  DVA  Shareholder  and  the  Lender.

     (l)     Material Adverse Effect.  No Material  Adverse  Effect  shall  have
             ----------------------
occurred.

     (m)     Termination of BDC. The Company's status  as a Business Development
             --------------------
Company  under  the  Investment  Company Act of 1940 shall have been terminated.

     (n)     Resignations.  (i)  John  Gilece,  Christopher Portner, and Richard
             ------------
Parke shall have submitted their resignations from the board of directors of the
Company,  in  form  acceptable  to  the Purchasers, the DVA Shareholders and the
Lender;  and  (ii) all officers shall have submitted their resignations, in form
acceptable to the Purchasers, the DVA Shareholders and the Lender.

                                      -18-
<PAGE>

     (o)     Acquisition  of  Deer  Valley Homebuilders, Inc.  Simultaneous with
             -----------------------------------------------
the Closing hereunder, DVA shall acquire all of the outstanding capital stock of
Deer  Valley  Homebuilders, Inc. pursuant to the Common Stock Purchase Agreement
dated  November  1,  2005,  between DVA, Deer Valley Homebuilders, Inc., and the
shareholders a party thereto.

     (p)     Minimum  Funding.  In  connection with the Series A Financing, the
             ----------------
Company  shall  have  received  acceptable  subscriptions from the Purchasers to
subscribe  for  and  purchase,  at a minimum, shares of Series A Preferred Stock
having  an  aggregate  stated  value  of  Five  Million  and  No/100  Dollars
($5,000,000).

                                    ARTICLE V

                               CERTIFICATE LEGEND

     Section  5.1  Legend. Each certificate representing the Securities shall be
                   ------
stamped or otherwise imprinted with a legend substantially in the following form
(in addition to any legend required by applicable state securities or "blue sky"
laws):

     THE  SECURITIES  REPRESENTED  BY  THIS  CERTIFICATE (THE "SECURITIES") HAVE
     NOT  BEEN  REGISTERED  UNDER  THE  SECURITIES  ACT OF 1933, AS AMENDED (THE
     "SECURITIES  ACT")  OR  ANY  STATE  SECURITIES  LAWS  AND  MAY NOT BE SOLD,
     TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES
     ACT  AND  UNDER  APPLICABLE STATE SECURITIES LAWS OR THE COMPANY SHALL HAVE
     RECEIVED  AN  OPINION OF COUNSEL THAT REGISTRATION OF SUCH SECURITIES UNDER
     THE  SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES
     LAWS IS NOT REQUIRED.

     The Company agrees to issue or reissue certificates representing any of the
Conversion Shares and the Warrant Shares, without the legend set forth above if,
at  such  time,  prior  to  making any transfer of any such Conversion Shares or
Warrant  Shares,  such  holder  thereof shall give written notice to the Company
describing  the manner and terms of such transfer and removal as the Company may
reasonably  request.  Such  proposed  transfer  and removal will not be effected
until:  (a) either (i) the Company has received an opinion of counsel reasonably
satisfactory  to  the  Company,  to  the  effect  that  the  registration of the
Conversion  Shares or Warrant Shares under the Securities Act is not required in
connection  with such proposed transfer, (ii) a registration statement under the
Securities  Act covering such proposed disposition has been filed by the Company
with the Commission and has become effective under the Securities Act, (iii) the
Company  has received other evidence reasonably satisfactory to the Company that
such  registration  and  qualification  under  the  Securities  Act  and  state
securities  laws  are not required, or (iv) the holder provides the Company with
reasonable  assurances that such security can be sold pursuant to Rule 144 under
the  Securities  Act;  and (b) either (i) the Company has received an opinion of

                                      -19-
<PAGE>

counsel  reasonably satisfactory to the Company, to the effect that registration
or  qualification  under  the  securities or "blue sky" laws of any state is not
required  in  connection  with  such  proposed disposition, (ii) compliance with
applicable  state  securities or "blue sky" laws has been effected, or (iii) the
holder  provides  the  Company with reasonable assurances that a valid exemption
exists with respect thereto.  The Company will respond to any such notice from a
holder  within  three  (3)  business days.  In the case of any proposed transfer
under  this  Section 5.1, the Company will use reasonable efforts to comply with
             -----------
any  such  applicable state securities or "blue sky" laws, but shall in no event
be  required,  (x)  to  qualify to do business in any state where it is not then
qualified, (y) to take any action that would subject it to tax or to the general
service  of  process in any state where it is not then subject, or (z) to comply
with  state securities or "blue sky" laws of any state for which registration by
coordination  is  unavailable  to  the  Company.  The  restrictions  on transfer
contained  in  this  Section  5.1  shall  be  in  addition to, and not by way of
limitation of, any other restrictions on transfer contained in any other section
of  this  Agreement.

                                   ARTICLE VI

                                 INDEMNIFICATION

     Section  6.1 General Indemnity. The Company agrees to indemnify, defend and
                  -----------------
hold  harmless  the  Purchasers,  the DVA Shareholders and the Lender (and their
respective directors, officers, affiliates, agents, successors and assigns) from
and  against  any  and all losses, liabilities, deficiencies, costs, damages and
expenses (including, without limitation, reasonable attorneys' fees, charges and
disbursements)  incurred  by the Purchasers, the DVA Shareholders and the Lender
as a result of any inaccuracy in or breach of the representations, warranties or
covenants  made  by the Company herein. Each Purchaser, each DVA Shareholder and
the Lender, severally but not jointly, agrees to indemnify and hold harmless the
Company  and its directors, officers, affiliates, agents, successors and assigns
from  and  against any and all losses, liabilities, deficiencies, costs, damages
and expenses (including, without limitation, reasonable attorneys' fees, charges
and  disbursements)  incurred  by  the Company as result of any inaccuracy in or
breach  of  the representations, warranties or covenants made by such Purchaser,
DVA Shareholder, or Lender herein.

     Section  6.2  Indemnification  Procedure.  Any  party  entitled  to
                   --------------------------
indemnification under this Article VI (an "indemnified party") will give written
notice  to  the  indemnifying  party  of  any  matter giving rise to a claim for
indemnification;  provided,  that  the  failure  of  any  party  entitled  to
indemnification  hereunder  to  give notice as provided herein shall not relieve
the  indemnifying  party  of its obligations under this Article VI except to the
extent  that  the  indemnifying  party is actually prejudiced by such failure to
give  notice. In case any such action, proceeding or claim is brought against an
indemnified  party  in respect of which indemnification is sought hereunder, the
indemnifying  party  shall  be  entitled  to  participate  in and, unless in the
reasonable  judgment of the indemnifying party a conflict of interest between it
and  the  indemnified  party  exists  with respect to such action, proceeding or
claim  (in  which  case  the  indemnifying  party  shall  be responsible for the
reasonable  fees  and  expenses  of  one  separate  counsel  for the indemnified
parties),  to assume the defense thereof with counsel reasonably satisfactory to
the  indemnified  party.  In  the  event  that the indemnifying party advises an
indemnified  party  that  it  will  contest  such  a  claim  for indemnification
hereunder,  or  fails, within thirty (30) days of receipt of any indemnification

                                      -20-
<PAGE>

notice  to  notify, in writing, such person of its election to defend, settle or
compromise,  at  its  sole cost and expense, any action, proceeding or claim (or
discontinues  its defense at any time after it commences such defense), then the
indemnified  party may, at its option, defend, settle or otherwise compromise or
pay  such action or claim. In any event, unless and until the indemnifying party
elects  in  writing  to assume and does so assume the defense of any such claim,
proceeding  or action, the indemnified party's costs and expenses arising out of
the  defense,  settlement  or compromise of any such action, claim or proceeding
shall  be  losses  subject  to  indemnification hereunder. The indemnified party
shall  cooperate  fully  with  the  indemnifying  party  in  connection with any
negotiation or defense of any such action or claim by the indemnifying party and
shall  furnish to the indemnifying party all information reasonably available to
the  indemnified  party  which relates to such action or claim. The indemnifying
party  shall  keep  the  indemnified party fully apprised at all times as to the
status  of  the  defense or any settlement negotiations with respect thereto. If
the  indemnifying  party  elects  to  defend  any such action or claim, then the
indemnified  party shall be entitled to participate in such defense with counsel
of  its choice at its sole cost and expense. The indemnifying party shall not be
liable  for  any  settlement of any action, claim or proceeding effected without
its  prior  written  consent. Notwithstanding anything in this Article VI to the
contrary,  the  indemnifying  party  shall  not, without the indemnified party's
prior written consent, settle or compromise any claim or consent to entry of any
judgment  in  respect  thereof  which  imposes  any  future  obligation  on  the
indemnified  party  or which does not include, as an unconditional term thereof,
the  giving  by  the  claimant  or  the  plaintiff to the indemnified party of a
release  from  all  liability  in  respect  of  such  claim. The indemnification
obligations to defend the indemnified party required by this Article VI shall be
made  by  periodic  payments  of  the  amount  thereof  during  the  course  of
investigation  or  defense,  as  and  when  bills are received or expense, loss,
damage  or  liability is incurred, so long as the indemnified party shall refund
such  moneys if it is ultimately determined by a court of competent jurisdiction
that  such  party  was not entitled to indemnification. The indemnity agreements
contained  herein  shall  be  in  addition to (a) any cause of action or similar
rights  of  the  indemnified party against the indemnifying party or others, and
(b)  any  liabilities  the  indemnifying party may be subject to pursuant to the
law.  No  indemnifying  party will be liable to the indemnified party under this
Agreement  to  the  extent, but only to the extent that a loss, claim, damage or
liability  is  attributable  to  the  indemnified  party's  breach of any of the
representations, warranties or covenants made by such party in this Agreement or
in the other Transaction Documents.

                                   ARTICLE VII

                                  MISCELLANEOUS

     Section  7.1  Fees and Expenses. Each party shall pay the fees and expenses
                   -----------------
of  its  advisors, counsel, accountants and other experts, if any, and all other
expenses,  incurred  by  such  party  incident  to the negotiation, preparation,
execution,  delivery  and performance of this Agreement; provided, however, that
                                                         -----------------
the  Company  shall  pay  all  actual  attorneys'  fees  and expenses (including
disbursements  and  out-of-pocket  expenses)  incurred  by  the  Purchasers, DVA
Shareholders  or the Lender in connection with (i) the preparation, negotiation,
execution  and  delivery  of  the  Transaction  Documents  and  the transactions
contemplated  thereunder,  which  payment shall be made at Closing and shall not
exceed  $25,000,  (plus  disbursements and out-of-pocket expenses); and (ii) any

                                      -21-
<PAGE>

amendments,  modifications  or  waivers  of  this  Agreement or any of the other
Transaction  Documents.  In  addition, the Company shall pay all reasonable fees
and  expenses  incurred by the Purchasers, the DVA Shareholders or the Lender in
connection  with  the  enforcement  of  this  Agreement  or  any  of  the  other
Transaction  Documents, including, without limitation, all reasonable attorneys'
fees and expenses.

     Section 7.2 Specific Performance; Consent to Jurisdiction; Venue.
                 -----------------------------------------------------

     (a)     The  Company,  the  Purchasers, the DVA Shareholders and the Lender
acknowledge  and agree that irreparable damage would occur in the event that any
of  the provisions of this Agreement or the other Transaction Documents were not
performed  in  accordance  with their specific terms or were otherwise breached.
It  is accordingly agreed that the parties shall be entitled to an injunction or
injunctions  to  prevent or cure breaches of the provisions of this Agreement or
the  other  Transaction  Documents  and  to  enforce  specifically the terms and
provisions  hereof  or  thereof,  this  being in addition to any other remedy to
which  any  of  them  may  be  entitled  by  law  or  equity.

     (b)     The  parties  agree  that  venue for any dispute arising under this
Agreement  will  lie  exclusively  in  the  state  or  federal courts located in
Hillsborough  County,  Florida,  and  the parties irrevocably waive any right to
raise  forum non conveniens or any other argument that Florida is not the proper
venue.  The  parties  irrevocably  consent to personal jurisdiction in the state
and  federal  courts  of  the  state  of  Florida.  Each party hereto consent to
process  being  served  in any such suit, action or proceeding by mailing a copy
thereof  to  such  party  at  the address in effect for notices to it under this
Agreement  and  agrees  that  such  service shall constitute good and sufficient
service of process and notice thereof.  Nothing in this Section 7.2 shall affect
or  limit  any right to serve process in any other manner permitted by law.  The
parties  hereto  hereby  agree  that the prevailing party in any suit, action or
proceeding  arising  out of or relating to the Securities, this Agreement or the
other  Transaction  Documents, shall be entitled to reimbursement for reasonable
legal  fees  from the non-prevailing party.  The parties hereby waive all rights
to  a  trial  by  jury.

     Section 7.3 Entire Agreement; Amendment. This Agreement and the Transaction
                 ---------------------------
Documents  contain  the  entire  understanding and agreement of the parties with
respect  to  the  matters  covered  hereby and, except as specifically set forth
herein  or  in  the  other  Transaction  Documents,  the  Company,  the  Company
Shareholders,  the  Purchasers,  the  DVA  Shareholders  and  the Lender make no
representation,  warranty, covenant or undertaking with respect to such matters,
and  they supersede all prior understandings and agreements with respect to said
subject  matter,  all of which are merged herein. No provision of this Agreement
may  be  waived  or  amended  other  than  by a written instrument signed by the
Company,  the  Company  Shareholders  (if  such  amendment  affects  the Company
Shareholders),  the  Purchasers  holding  at least a majority of the outstanding
shares  of  Series  A  Preferred  Stock  then  held  by  the Purchasers, the DVA
Shareholders  holding  at least a majority of the outstanding shares of Series B
Preferred  Stock or common shares issued upon automatic conversion of the Series
B  Preferred  Stock,  the  DVA  Shareholders  holding at least a majority of the
outstanding  shares  of  Series  C  Preferred Stock or common shares issued upon
automatic conversion of the Series C Preferred Stock, and the Lender.

                                      -22-
<PAGE>

     Section  7.4  Notices.  Any  notice,  demand,  request,  waiver  or  other
                   -------
communication  required  or  permitted to be given hereunder shall be in writing
and  shall  be  effective (a) upon hand delivery by telecopy or facsimile at the
address or number designated below (if delivered on a business day during normal
business  hours  where such notice is to be received), or the first business day
following such delivery (if delivered other than on a business day during normal
business  hours  where  such  notice  is  to  be  received) or (b) on the second
business  day  following  the  date of mailing by express courier service, fully
prepaid,  addressed  to  such  address,  or upon actual receipt of such mailing,
whichever shall first occur. The addresses for such communications shall be:

If to the Company:       Cytation Corporation
                         Attn: Charles G. Masters
                         4902 Eisenhower Blvd.
                         Suite 185
                         Tampa, FL 33634
                         Facsimile: (813) 885-5911


If  to  the  Company
Shareholders:            Richard  Fisher
                         Kevin  J.  High
                         c/o  Sequence  Advisors  Corporation
                         P.O.  Box  809
                         Bristol,  RI  02809


If  to  any  Purchaser:  At  the  address of such Purchaser set forth on
                         Exhibit  A  to     this  Agreement.
                         ----------

If to any DVA
Shareholder:             At the address of such DVA Shareholder set
                         forth  on  Exhibit  B  to  this  Agreement.
                                    ----------

If to the Lender:        VICIS Capital Master Fund
                         Attn: Shad Stastney
                         126 E. 56th Street
                         Seventh Floor
                         New York, NY 10022

     Any  party  hereto  may from time to time change its address for notices by
giving  written  notice  of  such  changed  address to the other parties hereto.

     Section  7.5 Waivers. No waiver by any party of any default with respect to
                  -------
any  provision, condition or requirement of this Agreement shall be deemed to be
a  continuing waiver in the future or a waiver of any other provision, condition
or  requirement hereof, nor shall any delay or omission of any party to exercise
any right hereunder in any manner impair the exercise of any such right accruing
to it thereafter.

                                      -23-
<PAGE>

     Section  7.6 Headings. The article, section and subsection headings in this
                  --------
Agreement  are  for  convenience  only  and  shall not constitute a part of this
Agreement  for  any other purpose and shall not be deemed to limit or affect any
of the provisions hereof.

     Section  7.7  Successors  and Assigns. This Agreement shall be binding upon
                   -----------------------
and  inure to the benefit of the parties and their successors and assigns. After
the Closing, the assignment by a party to this Agreement of any rights hereunder
shall  not affect the obligations of such party under this Agreement. Subject to
Section  5.1  hereof,  the  Purchasers,  the DVA Shareholders and the Lender may
------------
assign  the  Securities  and  their  rights  under  this Agreement and the other
Transaction  Documents  and  any  other  rights  hereto  and thereto without the
consent of the Company.

     Section  7.8  No  Third Party Beneficiaries. This Agreement is intended for
                   -----------------------------
the  benefit of the parties hereto and their respective permitted successors and
assigns  and is not for the benefit of, nor may any provision hereof be enforced
by, any other person.

     Section  7.9  Governing  Law.  This  Agreement  shall  be  governed  by and
                   --------------
construed  in accordance with the internal laws of the State of Florida, without
giving  effect  to  any of the conflicts of law principles which would result in
the  application  of the substantive law of another jurisdiction. This Agreement
shall  not  be  interpreted  or construed with any presumption against the party
causing this Agreement to be drafted.

     Section 7.10 Survival. The representations and warranties shall survive the
                  --------
execution and delivery hereof and the Closing.

     Section  7.11 Counterparts. This Agreement may be executed in any number of
                   ------------
counterparts,  all  of  which  taken  together shall constitute one and the same
instrument and shall become effective when counterparts have been signed by each
party  and  delivered  to the other parties hereto, it being understood that all
parties need not sign the same counterpart.

     Section  7.12  Severability. The provisions of this Agreement are severable
                    ------------
and,  in the event that any court of competent jurisdiction shall determine that
any  one  or  more of the provisions or part of the provisions contained in this
Agreement shall, for any reason, be held to be invalid, illegal or unenforceable
in any respect, such invalidity, illegality or unenforceability shall not affect
any  other provision or part of a provision of this Agreement and this Agreement
shall  be  reformed and construed as if such invalid or illegal or unenforceable
provision,  or  part of such provision, had never been contained herein, so that
such  provisions  would  be  valid,  legal and enforceable to the maximum extent
possible.

                            [Signature Page Follows]


                                      -24-
<PAGE>

     IN  WITNESS  WHEREOF,  the  parties hereto have caused this Agreement to be
duly executed by their respective authorized officers as of the date first above
written.


                                    COMPANY:

                                    CYTATION CORPORATION, a Delaware corporation


                                    By: /s/ Richard A. Fisher
                                        ----------------------------------------
                                    Name:   Richard  A.  Fisher
                                    Title:  Chief  Executive  Officer



                       [Signatures Continue on Next Page]


                                      -25-
<PAGE>

                                    COMPANY  SHAREHOLDER:

                                    /s/ Richard A. Fisher
                                    ----------------------------------------
                                    Richard  A.  Fisher


                                    /s/ Kevin J. High
                                    ----------------------------------------
                                    Kevin  J.  High



                                    DVA:

                                    DEER VALLEY ACQUISITIONS, CORP.,
                                    a Florida corporation


                                    By: /s/ Charles G. Masters
                                        ------------------------------------
                                    Name:   Charles  G.  Masters
                                    Title:  Chief  Executive  Officer


                                    LENDER:

                                    VICIS CAPITAL MASTER FUND


                                    By:
                                        ------------------------------------
                                    Name:
                                    Its:



                       [additional signature pages follow]
                                      -26-
<PAGE>

      [Signature page to Securities Purchase and Share Exchange Agreement]

                                    PURCHASER:



                                    By:
                                        ------------------------------------
                                    Name:
                                    Title:


                                      -27-
<PAGE>

      [Signature page to Securities Purchase and Share Exchange Agreement]


                                    DVA SHAREHOLDER:


                                    By:
                                        ------------------------------------
                                    Name:



                                      -28-
<PAGE>

                                    EXHIBIT C

                          FORM OF SERIES A DESIGNATIONS

See attached.

                                      -29-
<PAGE>

                                    EXHIBIT D

                            FORM OF SERIES A WARRANT

                                  See attached.

                                      -30-
<PAGE>

                                    EXHIBIT E

                            FORM OF SERIES B WARRANT


See attached.


                                      -31-
<PAGE>

                                    EXHIBIT F

                          FORM OF SERIES B DESIGNATIONS


                                  See attached.

                                      -32-
<PAGE>

                                    EXHIBIT G

                          FORM OF SERIES C DESIGNATIONS

                                  See attached.

                                      -33-
<PAGE>

                                    EXHIBIT H

                            FORM OF SERIES C WARRANT


                                  See attached.

                                      -34-
<PAGE>
                                    EXHIBIT I

                            FORM OF INTEREST BEARING
                           NON-CONVERTIBLE INSTALLMENT
                                 PROMISSORY NOTE

See attached.


                                      -35-
<PAGE>
                                    EXHIBIT J

                            FORM OF SERIES D WARRANT

See attached.

                                      -36-
<PAGE>
                                    EXHIBIT K

                                     FORM OF
                            INVESTOR RIGHTS AGREEMENT


                                  See attached.

                                      -37-
<PAGE>

                                    EXHIBIT L

                           FORM OF OPINION OF COUNSEL

See attached.

                                      -38-
<PAGE>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>6
<FILENAME>ex10-2.txt
<DESCRIPTION>INVESTOR RIGHTS AGREEMENT
<TEXT>
EXHIBIT 10.2

                            INVESTOR RIGHTS AGREEMENT

     This  INVESTOR  RIGHTS  AGREEMENT  (this "AGREEMENT") is entered into as of
                                               ---------
January     ,  2006,  by  and among Cytation Corporation, a Delaware corporation
       -----
(the  "COMPANY"),  each  of  the  persons  identified  as  Series A investors on
       -------
Exhibit  A  attached  to  this Agreement (the "SERIES A INVESTORS"), each of the
      ----                                     ------------------
persons  identified as shareholders of DeerValley Acquisitions, Corp. on Exhibit
                                                                         -------
B  attached to this Agreement (the "DVA SHAREHOLDERS"), and Vicis Capital Master
-                                   ----------------
Fund  (the  "LENDER").  The  Series A Investors, DVA Shareholders and the Lender
             ------
are  collectively  referred  to  as  the  "SECURITY  HOLDERS")
                                           -----------------

                                    RECITALS
                                    --------


     A.     Each  Series A Investor  has executed and delivered to the Company a
Securities  Purchase  and Share Exchange Agreement (the "PURCHASE AGREEMENT") to
purchase  Series  A Convertible Preferred Stock, Series A Warrants, and Series B
Warrants; each DVA Shareholder has executed and delivered the Purchase Agreement
in  connection with the acquisition of either Series B Preferred Stock or Series
C  Preferred  Stock  and  Series  C  Warrants,  if applicable, as set forth in a
schedule  attached  to  the  Purchase Agreement; and the Lender has executed and
delivered  the Purchase Agreement in connection with its acquisition of a Series
D  Warrant.  The  Series  A  Convertible  Preferred  Stock, Series B Convertible
Preferred Stock, Series C Convertible Preferred Stock, Series A Warrants, Series
B  Warrants, Series C Warrants and Series D Warrant are collectively referred to
as  the  "SECURITIES."
          ----------

     B.     To  induce  the  Series  A  Investors,  the DVA Shareholders and the
Lender  to  acquire  the Securities, the Security Holders and the Company hereby
agree  that  this  Agreement shall govern the rights of the Security Holders and
the  Company.


     NOW, THEREFORE, in consideration of the foregoing recitals and for good and
other  valuable consideration hereinafter set forth, the receipt and sufficiency
of  which  are  hereby acknowledged, the parties hereto, intending to be legally
bound,  hereby  agree  as  follows:

     1.     DEFINITIONS.  For  purposes  of  this  Agreement:
            -----------

          "AFFILIATE"  means  with  respect  to  any  individual,  corporation,
           ---------
     partnership,  association,  trust,  or  any  other  entity (in each case, a
     "PERSON"), any Person that, directly or indirectly, Controls, is Controlled
      ------
     by,  or  is  under  common  Control  with  such  Person, including, without
     limitation,  any  general  partner,  executive officer, or director of such
     Person  or  any  holder of ten percent or more of the outstanding equity or
     voting power of such Person.

          "CERTIFICATE  OF  DESIGNATIONS"  means  the  Company's  Certificate of
           -----------------------------
     Designations,  Preferences and Rights of the Series A Convertible Preferred
     Stock

          "COMMON STOCK" means shares of the Company's common stock.
           ------------

          "CONTROL"  means  the  possession, directly or indirectly, of power to
           ------
     direct  or  cause  the direction of management or policies (whether through
     ownership of voting securities, by agreement or otherwise).


          "EXCHANGE  ACT" means the Securities Exchange Act of 1934, as amended,
           -------------
     and the rules and regulations promulgated thereunder.

<PAGE>

          "EXEMPT  SECURITIES" means (i) shares of Common Stock issued or deemed
           ------------------
     issued  to employees or directors of, or consultants to, the Company or any
     of its subsidiaries for services rendered pursuant to a plan, agreement, or
     arrangement approved by the Board of Directors of the Company (including up
     to  5,000  shares  of  Common  Stock  per month issued or issuable to third
     party(ies)  in  connection  with  the  provision  of guarantees for certain
     obligations  of  the  Company); (ii) the issuance of securities pursuant to
     the  conversion  or  exercise  of  convertible  or  exercisable  securities
     outstanding  on  the  date  hereof;  (iii) shares of Common Stock issued in
     connection  with any stock split or stock dividend of the Company; (iv) the
     issuance of shares of Common Stock of the Company in connection with a bona
     fide joint venture or business acquisition of or by the Company approved by
     the  Board  of Directors, whether by merger, consolidation, sale of assets,
     sale  or exchange of stock, or otherwise; provided that, at the time of any
     such issuance under this clause (iv), the aggregate of such issuances under
     clause  (iv) in the preceding twelve (12) month period shall not exceed ten
     percent (10%) of the then outstanding Common Stock of the Company (assuming
     full  conversion  and  exercise  of  all  convertible  and  exercisable
     securities);  (v)  the  issuance  of  Series  A  Preferred  Stock, Series B
     Preferred  Stock,  Series  C  Preferred  Stock, Series A Warrants, Series B
     Warrants,  Series  C  Warrants,  and  Series  D  Warrant (including penalty
     warrants  issued  pursuant  to  Section  2.1  below) in connection with the
     Offering,  and  the issuance of Common Stock upon conversion or exercise of
     the  Series A Preferred Stock, Series B Preferred Stock, Series C Preferred
     Stock,  Series A Warrants, Series B Warrants, Series C Warrants or Series D
     Warrant  (including penalty warrants issued pursuant to Section 2.1 below);
     (vi)  warrants issued to Midtown Partners & Co., LLC, as placement agent in
     connection  with  the  Offering,  and  shares  of  Common  Stock  issued in
     connection  with  the  exercise  thereof; (vii) the Qualified Financing (as
     defined  in  the Certificate of Designations); and (viii) in the event less
     that  than  750,000  shares  of  Series A Preferred Stock are issued at the
     Initial Closing, that number of shares of Series A Preferred Stock equal to
     750,000,  minus  the number of shares of Series A Preferred Stock issued at
     the Initial Closing.

          "GAAP" means generally accepted accounting principles.
           ----

          "HOLDER" means any Series A Investor, DVA Shareholder or Lender owning
           ------
     or  having  the  right  to  acquire Registerable Securities or any assignee
     thereof.

          "IMMEDIATE  FAMILY  MEMBER"  means  a  child,  stepchild,  grandchild,
           -------------------------
     parent,  stepparent,  grandparent,  spouse,  sibling,  mother-in-law,
     father-in-law,  son-in-law,  daughter-in-law,  brother-in-law,  or
     sister-in-law,  including  adoptive  relationships, of a person referred to
     herein.


          "INDEBTEDNESS"  means,  as  applied  to  any  Person, all obligations,
           ------------
     contingent  and  otherwise,  that,  in  accordance  with  GAAP,  should  be
     classified  upon  such  Person's  balance sheet as liabilities, or to which
     reference  should be made by footnotes thereto, including, in any event and
     whether  so  classified:  (a)  all  debt  and similar monetary obligations,
     whether  direct  or  indirect, (b) all liabilities secured by any mortgage,
     pledge,  security  interest, lien, charge, or other encumbrance existing on
     property  owned  or  acquired  subject thereto, irrespective of whether the
     liability  secured  thereby  shall  have  been assumed; (c) all guarantees,

<PAGE>

     endorsements, and other contingent obligations, whether direct or indirect,
     in  respect  of  indebtedness of others, including any obligation to supply
     funds to or in any manner to invest in, directly or indirectly, the debtor,
     to  purchase  indebtedness,  or to assure the owner of indebtedness against
     loss, through an agreement to purchase goods, supplies, or services for the
     purpose  of enabling the debtor to make payment of the indebtedness held by
     such  owner or otherwise; and (d) the obligation to reimburse the issuer in
     respect of any letter of credit.

          "INITIAL  CLOSING"  means  the  first  closing  of the sale of Company
           ----------------
     Securities to the Series A Investors, DVA Shareholders and Lender.

          "NEW  SECURITIES"  means equity securities of the Company, whether now
           ---------------
     authorized  or not, or rights, options, or warrants to purchase such equity
     securities,  or  securities of any type whatsoever that are, or may become,
     convertible  into  or  exchangeable  into  or  exercisable  for such equity
     securities;  provided,  however,  that New Securities shall not include the
                  ------------------
     Exempt Securities.

          "OFFERING" means the Company's offering of (a) up to 750,000 shares of
           --------
     Series  A  Preferred Stock, at a price of $10.00 for each share of Series A
     Preferred  Stock,  and  (b) up to 76,201 shares of Series B Preferred Stock
     and Series C Preferred Stock, in the aggregate.

          "PREFERRED STOCK" means shares of the Company's preferred stock.
           ---------------

          "REGISTER,"  "REGISTERED,"  and "REGISTRATION" refer to a registration
           --------     ----------         ------------
     effected  by  preparing  and  filing  a  registration  statement or similar
     document  in  compliance  with  the  Securities Act, and the declaration or
     ordering of effectiveness of such registration statement or document.

          "REGISTERABLE  SECURITIES THEN OUTSTANDING" means the number of shares
           -----------------------------------------
     determined  by adding the number of shares of Common Stock outstanding that
     are,  and  the  number  of shares of Common Stock issuable pursuant to then
     exercisable or convertible securities that are, Registerable Securities.

          "SEC" means the United States Securities and Exchange Commission.
           ---

          "SEC  RULE  144"  means  Rule  144  promulgated  by  the SEC under the
           --------------
     Securities Act.

          "SEC  RULE  144(E)" means Rule 144(e) promulgated by the SEC under the
           ----------------
     Securities Act.

          "SECURITIES ACT" means the Securities Act of 1933, as amended, and the
           --------------
     rules and regulations promulgated thereunder.

          "SERIES  A  PREFERRED  STOCK"  means  shares of the Company's Series A
           ---------------------------
     Convertible Preferred Stock, $10.00 stated value.

          "SERIES  B  PREFERRED  STOCK"  means  shares of the Company's Series B
           ---------------------------
     Convertible Preferred Stock, no stated value.

          "SERIES  C  PREFERRED  STOCK"  means  shares of the Company's Series B
           ---------------------------
     Convertible Preferred Stock, no stated value.

          "SERIES  A  WARRANTS"  means  the  Series  A  Warrants to the Series A
           -------------------
     Investors in connection with the Offering.

<PAGE>

          "SERIES  B  WARRANTS"  means  the  Series  B  Warrants to the Series A
           ------------------
     Investors in connection with the Offering.

          "SERIES  C  WARRANTS"  means  the Series C Warrants to TotalCFO (a DV
           -------------------
     Shareholder) in connection with the Offering.

          "SERIES  D WARRANT" means the Series D Warrant to Lender in connection
           -----------------
     with the Offering.

          "SHARES"  means  shares  of  capital  stock of the Company at any time
           ------
     outstanding, including shares of Preferred Stock and shares of Common Stock
     issued  or  issuable  upon  exercise or conversion, as applicable, of stock
     options,  warrants, or other convertible securities of the Company, in each
     case,  now  owned  or  subsequently  acquired  by  any stockholder, or such
     stockholder's successors or assigns.

          "SUBSIDIARY"  means  any entity of which securities or other ownership
           ----------
     interests having voting power to elect a majority of the board of directors
     or  other  Persons  performing  similar functions or otherwise granting the
     holder  Control  are  directly  or  indirectly  beneficially  owned  by the
     Company, including without limitation, Company.

     2. REGISTRATION RIGHTS. The Company covenants and agrees as follows:
        -------------------

     2.1  REGISTRATION  RIGHTS  UPON  COMPLETION  OF INITIAL CLOSING; ADDITIONAL
          ----------------------------------------------------------------------
     WARRANTS.
     --------

     (a)  The  Company  hereby  agrees  to file, at its sole cost and expense, a
registration  statement  on  Form  SB-2 (or an alternative available form if the
Reporting  Company  is  not  eligible  to  file  a Form SB-2) (the "REGISTRATION
                                                                    ------------
STATEMENT")  with  the  SEC  no later than sixty (60) days after the date of the
---------
Initial Closing, registering the following securities issued by the Company: (i)
all  shares  of  Common Stock issued or issuable upon conversion of the Series A
Preferred  Stock;  (ii)  all  shares  of  Common  Stock  issued or issuable upon
exercise  of  the  Series A Warrants; (iii) all shares of Common Stock issued or
issuable upon exercise of the Series B Warrants; (iv) all shares of Common Stock
issued or issuable pursuant to Section 4.1 below; (v) all shares of Common Stock
                               -----------
issued or issuable upon exercise of penalty warrants, if any, issued pursuant to
Section  2.1(b)  below;  (vi) all shares of Common Stock issued or issuable upon
--------------
exercise  of  the  Series  B  Preferred  Stock; (vii) all shares of Common Stock
issued  or  issuable  upon  exercise of the Series C Preferred Stock; (viii) all
shares  of  Common  Stock  issued  or  issuable  upon  exercise  of the Series C
Warrants;  and  (ix) all shares of Common Stock issued or issuable upon exercise
of  the  Series  D  Warrant  (collectively,  the "REGISTERABLE SECURITIES"). The
                                                  -----------------------
Company hereby agrees to use its best efforts to have the Registration Statement
declared effective by the SEC within one hundred fifty (150) days after the date
of the Initial Closing; provided, however, that if the Company receives a review
                        -----------------
by,  and  comments  from,  the  SEC, then the registration effective date may be
extended  by  an additional thirty (30) days without penalties accruing pursuant
to Section 2.1(b) below.
   -------------

     (b)  If  the  Company does not file the Registration Statement within sixty
(60)  days  after the date of the Initial Closing (the "FILING DEADLINE"), then,
                                                        ---------------
in  lieu  of  monetary  damages  or  specific  performance,  the  Company  shall
immediately  issue  to the each Series A Investor an additional Series A Warrant
exercisable for the number of shares of Common Stock equal to 1.5% of the sum of
(i)  the number of shares of Common Stock issuable upon conversion of the Series
A  Preferred  Stock  held by each such Series A Investor, and (ii) the number of

<PAGE>

shares  of  Common Stock issuable upon exercise of the Series A Warrants held by
each  such  Series  A Investor. In addition, for each subsequent thirty (30) day
period  after  the Filing Deadline that the Registration Statement is not filed,
then,  in  lieu  of  monetary damages or specific performance, the Company shall
issue  to  each Series A Investor an additional Series A Warrant exercisable for
the  number of shares of Common Stock equal to 1.5% of the sum of (i) the number
of  shares  of  Common  Stock issuable upon conversion of the Series A Preferred
Stock  held  by  each  such  Series A Investor, and (ii) the number of shares of
Common  Stock  issuable upon exercise of the Series A Warrants held by each such
Series  A  Investor;  provided,  however,  that  in no event shall the aggregate
number of shares of Common Stock issuable upon exercise of the Series A Warrants
issued  pursuant to this Section 2.1(b) exceed nine percent (9.0%) of the Common
Stock issuable upon conversion of the Series A Preferred Stock and upon exercise
of the Series A Warrants originally issued on the date of this Agreement.

     The  penalty warrants issuable under this subparagraph (b) shall be subject
to  equitable  adjustment  whenever  there  shall  occur a stock dividend, stock
split,  combination,  reclassification,  or  other  similar  event affecting the
common  shares  issuable  upon  conversion  of  the Series A Preferred Stock and
exercise  of  the  Series  A  Warrants.

     (c)  If  the  Company's Registration Statement is not declared effective by
the  SEC  within  one  hundred  fifty  (150)  days after the date of the Initial
Closing  (or  one  hundred eighty (180) days if extended, as provided in Section
                                                                         -------
2.1(a)  above),  then,  in lieu of monetary damages or specific performance, the
-----
Company shall immediately issue to each Series A Investor an additional Series A
Warrant  exercisable  for  the number of shares of Common Stock equal to 1.5% of
the  sum of (i) the number of shares of Common Stock issuable upon conversion of
the  Series  A  Preferred  Stock  into  Common  Stock held by each such Series A
Investor,  and  (ii) the number of shares of Common Stock issuable upon exercise
of  the  Series  A  Warrants held by each such Series A Investor (the "EFFECTIVE
                                                                       ---------
DATE  DEADLINE").  In addition, for each subsequent thirty (30) day period after
--------------
the  Effective  Date  Deadline  that  the Registration Statement is not declared
effective by the SEC, then, in lieu of monetary damages or specific performance,
the Company shall issue to each Series A Investor an additional Series A Warrant
exercisable for the number of shares of Common Stock equal to 1.5% of the sum of
(i)  the number of shares of Common Stock issuable upon conversion of the Series
A  Preferred  Stock  held by each such Series A Investor, and (ii) the number of
shares  of  Common Stock issuable upon exercise of the Series A Warrants held by
each  such  Series  A  Investor;  provided,  however, that in no event shall the
                                  ------------------
aggregate  number of shares of Common Stock issuable upon exercise of the Series
A  Warrants issued pursuant to this Section 2.1(c) exceed nine percent (9.0%) of
                                    -------------
the  Common  Stock  issuable upon conversion of the Series A Preferred Stock and
upon  exercise  of  the  Series A Warrants originally issued on the date of this
Agreement. Issuances under this subparagraph (c) are in addition to any issuance
that may occur under subparagraph (b) above.

     The  penalty warrants issuable under this subparagraph (c) shall be subject
to  equitable  adjustment  whenever  there  shall  occur a stock dividend, stock
split,  combination,  reclassification,  or  other  similar  event affecting the
common  shares  issuable  upon  conversion  of  the Series A Preferred Stock and
exercise  of  the  Series  A  Warrants.  The  penalty  warrants  issuable  under
subparagraph  (b)  above  and  under this subparagraph (c) shall be the sole and
exclusive  remedy  for failure to file the Registration Statement or to have the
Registration  Statement  declared  effective.

     (d)  If  the Company does not file the Registration Statement by the Filing
Deadline, then, in lieu of monetary damages or specific performance, the Company
shall  immediately  issue  to  the Lender a Series A Warrant exercisable for the
number  of  shares  of Common Stock equal to 1.5% the number of shares of Common

<PAGE>

Stock  issued  or  issuable  upon  exercise  of the Series D Warrant held by the
Lender. In addition, for each subsequent thirty (30) day period after the Filing
Deadline that the Registration Statement is not filed, then, in lieu of monetary
damages  or  specific  performance,  the  Company  shall  issue to the Lender an
additional Series A Warrant exercisable for the number of shares of Common Stock
equal  to  1.5%  of the number of shares of Common Stock issued or issuable upon
exercise  of the Series D Warrant held by the Lender; provided, however, that in
                                                      -----------------
no  event  shall  the  aggregate  number of shares of Common Stock issuable upon
exercise  of the Series A Warrants issued pursuant to this Section 2.1(d) exceed
                                                           -------------
nine  percent (9.0%) of the Common Stock issued or issuable upon exercise of the
Series D Warrant originally issued on the date of this Agreement.

     The  penalty warrants issuable under this subparagraph (d) shall be subject
to  equitable  adjustment  whenever  there  shall  occur a stock dividend, stock
split,  combination,  reclassification,  or  other  similar  event affecting the
common  shares  issuable  upon  exercise  of  the  Series  D  Warrant.

     (e)  If  the  Company's Registration Statement is not declared effective by
the SEC by the Effective Date Filing Deadline, then, in lieu of monetary damages
or  specific  performance,  the  Company shall immediately issue to the Lender a
Series  A  Warrant exercisable for the number of shares of Common Stock equal to
1.5% of the number of shares of Common Stock issued or issuable upon exercise of
the Series D Warrant held by the Lender. In addition, for each subsequent thirty
(30)  day  period  after  the  Effective  Date  Deadline  that  the Registration
Statement  is  not  declared  effective  by  the  SEC, then, in lieu of monetary
damages  or  specific  performance,  the  Company  shall  issue to the Lender an
additional Series A Warrant exercisable for the number of shares of Common Stock
equal  to  1.5%  of the number of shares of Common Stock issued or issuable upon
exercise  of the Series D Warrant held by the Lender; provided, however, that in
                                                      -----------------
no  event  shall  the  aggregate  number of shares of Common Stock issuable upon
exercise  of the Series A Warrants issued pursuant to this Section 2.1(e) exceed
                                                           -------------
nine  percent  (9.0%)  of the Common Stock issued or issuable upon conversion of
the  Series  B  Preferred  Stock  or  Series  C Preferred Stock, as applicable,.
Issuances  under  this subparagraph (e) are in addition to any issuance that may
occur under subparagraph (d) above.

     The  penalty warrants issuable under this subparagraph (e) shall be subject
to  equitable  adjustment  whenever  there  shall  occur a stock dividend, stock
split,  combination,  reclassification,  or  other  similar  event affecting the
common shares issuable upon conversion of the Series B Preferred Stock or Series
C  Preferred  Stock,  as  applicable,.  The  penalty  warrants  issuable  under
subparagraph  (d)  above  and  under this subparagraph (e) shall be the sole and
exclusive  remedy  for failure to file the Registration Statement or to have the
Registration  Statement  declared  effective.

     2.2  OBLIGATIONS  OF THE COMPANY. Whenever required under this Section 2 to
          ---------------------------                               ---------
effect  the  registration  of any Registerable Securities, the Company shall, as
expeditiously as reasonably possible:

     (a)  prepare and file with the SEC a registration statement with respect to
such Registerable Securities and use its best efforts to cause such registration
statement  to  become  effective, and keep such registration statement effective
until  all  Holders  of  Registerable  Securities  can  sell  such  Registerable
Securities without restriction within a 180 day period;

     (b)  prepare  and file with the SEC such amendments and supplements to such
registration  statement  and  the  prospectus  used  in  connection  with  such
<PAGE>

registration  statement as may be necessary to comply with the provisions of the
Securities Act with respect to the disposition of all securities covered by such
registration statement;

     (c)  furnish  to  the  Holders  such  numbers  of  copies  of a prospectus,
including  a  preliminary prospectus, in conformity with the requirements of the
Securities  Act,  and  such  other  documents  as they may reasonably request to
facilitate the disposition of Registerable Securities owned by them; and

     (d)  use its best efforts to register and qualify the securities covered by
such registration statement under such other securities or Blue Sky laws of such
jurisdictions  as  shall  be  reasonably  requested  by  the  Holders; provided,
                                                                       --------
however,  that the Company shall not be required in connection therewith or as a
-------
condition  thereto  to  qualify  to  do business or to file a general consent to
service  of  process  in any such states or jurisdictions, unless the Company is
already subject to service in such jurisdiction and except as may be required by
the Securities Act.

     2.3  FURNISH  INFORMATION.  It  shall  be  a  condition  precedent  to  the
          --------------------
obligations  of  the  Company to take any action pursuant to this Section 2 with
respect  to  the  Registerable  Securities  of  a  Holder that such Holder shall
furnish  to  the  Company  such  information  regarding itself, the Registerable
Securities held by it, and the intended method of disposition of such securities
as  shall  be  reasonably  required  to effect the registration of such Holder's
Registerable Securities.

     2.4 DELAY OF REGISTRATION. No Holder shall have any right to obtain or seek
         ---------------------
an  injunction  restraining  or  otherwise delaying any registration pursuant to
this Agreement as the result of any controversy that might arise with respect to
the interpretation or implementation of this Section 2.
                                             ---------

     2.5  REPORTS  UNDER  EXCHANGE  ACT.  With a view to making available to the
          -----------------------------
Holders  the  benefits  of SEC Rule 144 promulgated under the Securities Act and
any  other rule or regulation of the SEC that may at any time permit a Holder to
sell  securities  of the Company to the public without registration, the Company
agrees to:

     (a)  make  and  keep  public  information  available,  as  those  terms are
understood and defined in SEC Rule 144, at all times after the effective date of
the  first  registration  statement filed by the Company for the offering of its
securities to the general public;

     (b)  file  with  the SEC in a timely manner all reports and other documents
required of the Company under the Securities Act and the Exchange Act; and

     (c)  furnish  to  any  Holder,  so long as the Holder owns any Registerable
Securities,  forthwith  upon request (i) a written statement by the Company that
it  has complied with the reporting requirements of SEC Rule 144, the Securities
Act  and  the  Exchange  Act  (at  any  time after it has become subject to such
reporting  requirements);  (ii)  a  copy  of the most recent annual or quarterly
report  of  the  Company  and  such  other reports and documents so filed by the
Company;  and  (iii)  such  other  information as may be reasonably requested in
availing  any  Holder  of  any  rule  or  regulation of the SEC that permits the
selling of any such securities without registration or pursuant to such form.

     2.6  ASSIGNMENT  OF REGISTRATION RIGHTS. The rights to cause the Company to
          ----------------------------------
register Registerable Securities pursuant to this Section 2 may be assigned (but
                                                  ---------
only  with  all  related obligations) by a Holder to a transferee or assignee of
such  securities,  provided  that:(a)  the  Company is, within a reasonable time
                   --------------

<PAGE>

after  such  transfer,  furnished with written notice of the name and address of
such  transferee  or  assignee  and  the  securities  with respect to which such
registration  rights  are  being  assigned;  and (b) such transferee or assignee
agrees in writing to be bound by and subject to the terms and conditions of this
Agreement.

     2.7  NO  TRADING  IN  COMMON  STOCK UNTIL CERTIFICATE RECEIVED. Each Holder
          ---------------------------------------------------------
hereby  agrees  that,  unless  the  Holder  has  taken  possession  of the stock
certificate  for  Common  Stock,  it or its Affiliates will not (a) lend, offer,
pledge,  sell,  contract  to  sell,  sell  any  option  or contract to purchase,
purchase  any  option or contract to sell, grant any option, right or warrant to
purchase,  or  otherwise  transfer or indirectly dispose of Common Stock not yet
received,  or  (b)  enter  into  any swap or other arrangement that transfers to
another,  in whole or in part, any of the economic consequences of ownership for
Common Stock not yet received.

     3.  RESTRICTIVE  COVENANTS. At any time when a minimum of $3,500,000 of the
         ----------------------
Stated  Value  (as  defined  in the Certificate of Designation) of the shares of
Series  A  Preferred  Stock  is  outstanding,  except  where the vote or written
consent  of the holders of a greater number of shares of the Company is required
by  law, without the written consent or affirmative vote of the holders of fifty
percent  (50%)  of the then-outstanding shares of Series A Preferred Stock given
in writing or by vote at a meeting, consenting or voting (as the case may be) as
a separate class from the Common Stock, the Company or its Affiliates shall not:

     (a)     either directly or by amendment, merger, consolidation or otherwise
issue  any  New Securities unless the same rank junior to the Series A Preferred
Stock with respect to the distribution of assets on the liquidation, dissolution
or  winding-up  of  the Company and with respect to the payment of dividends and
redemption rights, if applicable; provided, however, the Company may issue up to
$3,000,000  of  New  Securities,  in  the  aggregate,  without the prior written
consent  of  the  Series  A  Investors;  provided,however,  that  (i)  the gross
                                         ----------------
aggregate  proceeds  raised  and  liquidation  preferences shall be no more than
$3,000,000; (ii) the dividend rate shall not exceed ten percent (10%); and (iii)
the holders of the securities issued in connection with such financing shall not
have  voting  rights  more  favorable than voting rights granted to the Series A
Preferred  Stock.;

     (b)     make,  or permit any subsidiary to make, any loan or advance to any
person,  including, without limitation, any employee or director of the Company,
or  incur  any  Indebtedness, except (i) trade payables incurred in the ordinary
course  of  business;  (ii)  one  or  more  debt  facilities used to finance the
purchase  of  raw  materials  for  products  manufactured  by  the  Company  and
inventory;  (iii)  factoring  of  accounts  receivables;  (iv)  surety bonds and
letters of credit issued or obtained in the ordinary course of business; (v) the
refinancing  of  debt existing on the date of this Agreement, upon substantially
similar  terms;  (vi)  up  to  $3,000,000  of  new  Indebtedness; and (vii) debt
incurred  pursuant  to that certain Interest Bearing Non-Convertible Installment
Promissory  Note,  of  even  date  herewith,  that  forms a part of the Purchase
Agreement  (the  "PERMITTED  DEBT");
                  ---------------

     (c)  guarantee,  directly  or  indirectly,  or  permit  any  subsidiary  to
guarantee,  directly  or  indirectly,  any  indebtedness except for indebtedness
permitted in Section 3(b) above;
             -----------

     (d) directly or indirectly, declare, order, pay, make, or set apart any sum
for  any  distribution  or dividend payment, unless all accrued dividends on the
Series A Preferred Stock have been paid;

<PAGE>

     (e)  alter  or  change  the  voting  or other powers, preferences, or other
rights,  privileges,  or  restrictions of the Series A Preferred Stock contained
herein (by merger, consolidation, or otherwise); or

     (f)     increase  the  authorized  number  of  shares of Preferred Stock or
Series  A  Preferred  Stock.

     4. SERIES A INVESTORS' RIGHT OF FIRST OFFER; MOST FAVORED NATIONS EXCHANGE.
        -----------------------------------------------------------------------

     4.1  RIGHT OF FIRST OFFER. Subject to the terms and conditions specified in
          --------------------
this  Section  4.1  and  applicable  securities laws, if the Company proposes to
      ------------
offer  or  sell  any  New Securities within twelve (12) months after the Initial
Closing, the Company shall first make an offering of such New Securities to each
Series  A Investor in accordance with the following provisions of this Section 4
                                                                       ---------
(the  "RIGHT  OF  FIRST  OFFER");  provided, however, that, for purposes of this
       -----------------------     -----------------
Section  4 only, the New Securities shall be deemed to include securities issued
in  connection with a Qualified Financing. A Series A Investor shall be entitled
to  apportion the right of first offer hereby granted to it among itself and its
partners,  members,  and  Affiliates in such proportions as it deems appropriate
subject  to  any  applicable  securities  laws  limitations  and subject to such
Persons who acquire New Securities becoming a party to this Agreement.

     (a) The Company shall deliver a notice in accordance with the provisions of
Section  6.5  hereof  (the  "OFFER  NOTICE")  to  each of the Series A Investors
------------                 -------------
stating  (i)  its  bona  fide  intention  to offer such New Securities; (ii) the
number  of  such New Securities to be offered; and (iii) the price and terms, if
any, upon which it proposes to offer such New Securities.

     (b)  By  written  notification  received  by  the  Company, within ten (10)
calendar  days after mailing of the Offer Notice, each of the Series A Investors
may  elect to purchase or obtain, at the price and on the terms specified in the
Offer  Notice,  up  to  that  portion  of  such  New  Securities that equals the
proportion  that  the  number  of  shares  of  Common  Stock issued and held, or
issuable  upon  conversion  of  the  Series  A  Preferred  Stock  (and any other
securities  convertible  into,  or  otherwise  exercisable  or exchangeable for,
shares  of Common Stock) then held, by such Series A Investor bears to the total
number  of  shares  of  Common Stock of the Company issued and held, or issuable
upon  conversion of the Series A Preferred Stock then held, by all of the Series
A Investors. The Company promptly shall inform in writing each Series A Investor
that  elects  to  purchase  all  the  shares  available  to  it  (each,  a
"FULLY-EXERCISING  INVESTOR")  of  any  other  Series A Investor's failure to do
 --------------------------
likewise.  During  the  ten  (10)  day  period  commencing after receipt of such
information,  each  Fully-Exercising  Investor  shall be entitled to obtain that
portion  of  the  New  Securities  for which Series A Investors were entitled to
subscribe  but  for which the Series A Investors did not subscribe that is equal
to  the proportion that the number of shares of Common Stock issued and held, or
issuable  upon  conversion  of  Series  A  Preferred  Stock  then  held, by such
Fully-Exercising  Investor  bears  to the total number of shares of Common Stock
issued  and  held,  or  issuable upon conversion of the Series A Preferred Stock
then  held,  by  all  Fully-Exercising  Investors  who  wish  to  purchase  such
unsubscribed shares.

     (c)  If  all New Securities referred to in the Offer Notice are not elected
to  be  purchased  or obtained as provided in Section 4.1(b) hereof, the Company
                                              -------------
may,  during  the  ninety (90) day period following the expiration of the period
provided  in  Section 4.1(b) hereof, offer the remaining unsubscribed portion of
              -------------
such New Securities (collectively, the "REFUSED SECURITIES") to any Person(s) at
                                        ------------------

<PAGE>

a  price  not  less  than, and upon terms no more favorable to the offeree than,
those  specified  in  the  Offer  Notice.  If the Company does not enter into an
agreement  for  the  sale  of  the New Securities within such period, or if such
agreement  is  not consummated within thirty (30) days of the execution thereof,
the  right  provided  hereunder  shall  be  deemed  to  be  revived and such New
Securities shall not be offered unless first reoffered to the Series A Investors
in accordance with this Section 4.1.


     4.2  EXPIRATION  OF RIGHT OF FIRST OFFER. The Right of First Offer provided
          -----------------------------------
to each Series A Investor under this Section 4 shall expire, with respect to any
shares  of  Common  Stock  issued  or  issuable  upon conversion of the Series A
Preferred  Stock  (and  any  other  securities  convertible  into,  or otherwise
exercisable  or  exchangeable for, shares of Common Stock), when such shares are
sold  into  the  public  market pursuant to an effective Registration Statement,
such  that the Right of First Offer provided hereunder to each Series A Investor
shall  not be transferable to any purchaser for value who acquires the shares on
the public market.

     5. Intentionally Omitted.

     6. MISCELLANEOUS.
        -------------

     6.1  TRANSFERS,  SUCCESSORS, AND ASSIGNS; JOINDER. The terms and conditions
          --------------------------------------------
of  this  Agreement  shall  inure  to  the  benefit  of  and be binding upon the
respective  successors  and  assigns  of the parties. Nothing in this Agreement,
express  or implied, is intended to confer upon any party other than the parties
hereto  or  their  respective  successors  and  assigns  any  rights,  remedies,
obligations,  or  liabilities  under  or  by reason of this Agreement, except as
expressly provided in this Agreement.

     6.2  GOVERNING  LAW.  This  Agreement shall be governed by and construed in
          --------------
accordance  with  the  General  Corporation  Law  of  the State of Florida as to
matters  within the scope thereof, and as to all other matters shall be governed
by  and  construed in accordance with the internal laws of the State of Florida,
without regard to its principles of conflicts of laws.

     6.3  COUNTERPARTS.  This  Agreement  may  be  executed  in  any  number  of
          ------------
counterparts  with  the same effect as if all parties hereto had signed the same
document,  and all counterparts shall be construed together and shall constitute
one  instrument.  This  Agreement  may be executed by any party by delivery of a
facsimile  signature,  which  signature shall have the same force as an original
signature.  A  facsimile  or  photocopied  signature  shall  be deemed to be the
functional equivalent of an original for all purposes.

     6.4  HEADINGS.  The headings and subheadings in this Agreement are included
          --------
for  convenience and identification only and are in no way intended to describe,
interpret,  define,  or  limit the scope, extent, or intent of this Agreement or
any provision hereof.

     6.5 NOTICES. All notices and other communications given or made pursuant to
         -------
this  Agreement  shall  be in writing and shall be deemed effectively given: (a)
upon  personal  delivery to the party to be notified; (b) when sent by confirmed
electronic  mail  or  facsimile  if  sent  during  normal  business hours of the
recipient,  and if not so confirmed, then on the next business day; (c) five (5)
days  after  having  been  sent  by registered or certified mail, return receipt
requested,  postage  prepaid;  or  (d) one (1) business day after deposit with a
nationally  recognized  overnight  courier,  specifying  next day delivery, with
written  verification  of  receipt.  All  communications  shall  be  sent to the
respective  parties  at  their  address  as  set  forth on the signature page or
Exhibit  "A"  or  Exhibit"B"  hereto,  or to such address or facsimile number as
---------------------------
subsequently  modified  by  written notice given in accordance with this Section
                                                                         -------
6.5. All notices to the Company shall be sent to:
---

<PAGE>

                  Cytation  Corporation
                  Attn:  Charles  G.  Masters
                  4902  Eisenhower  Blvd.
                  Suite  185
                  Tampa,  FL  33634
                  (Fax):  (813)  885-5911

     6.6  COSTS  OF ENFORCEMENT. If any party to this Agreement seeks to enforce
          ---------------------
its  rights  under this Agreement by legal proceedings, the non-prevailing party
shall  pay  all  costs and expenses incurred by the prevailing party, including,
without limitation, all reasonable attorneys' fees.

     6.7  AMENDMENTS  AND WAIVERS. Any term of this Agreement may be amended and
          -----------------------
the  observance of any term of this Agreement may be waived (either generally or
in  a  particular instance and either retroactively or prospectively), only with
the  written  consent  of  the  Company  and  the  holders  of a majority of the
Registrable  Securities  then  outstanding.  Any amendment or waiver effected in
accordance  with  this  paragraph  shall  be  binding  upon  each  holder of any
Registrable  Securities  then  outstanding,  each  future  holder  of  all  such
Registrable  Securities,  and the Company. The Company shall give prompt written
notice  of  any amendment or termination hereof or waiver hereunder to any party
hereto that did not consent in writing to such amendment, termination or waiver.
Any  amendment,  termination, or waiver effected in accordance with this Section
                                                                         -------
6.7  shall  be  binding  on all parties hereto, even if they do not execute such
---
consent.  No  waivers  of  or exceptions to any term, condition, or provision of
this  Agreement,  in  any  one  or  more  instances,  shall  be deemed to be, or
construed  as,  a  further  or continuing waiver of any such term, condition, or
provision.

     6.8  SEVERABILITY.  The  invalidity  or  unenforceability  of any provision
          ------------
hereof  shall  in  no  way  affect  the  validity or enforceability of any other
provision.

     6.9  AGGREGATION  OF  STOCK.  All  shares of Registrable Securities held or
          ----------------------
acquired  by  Affiliates  shall  be  aggregated  together  for  the  purpose  of
determining the availability of any rights under this Agreement.

     6.10  ADDITIONAL  INVESTORS.  Notwithstanding  anything  to  the  contrary
           ---------------------
contained  herein,  if  the  Company  issues  additional shares of the Company's
Series  A  Preferred  Stock  after the date hereof, any purchaser of such shares
shall become a party to this Agreement by executing and delivering an additional
counterpart signature page to this Agreement and, thereafter, shall be deemed an
"Investor" for all purposes hereunder.

     6.11  DELAYS  OR  OMISSIONS.  No  delay  or omission to exercise any right,
           ---------------------
power,  or remedy accruing to any party under this Agreement, upon any breach or
default  of  any  other party under this Agreement, shall impair any such right,
power  or  remedy of such non-breaching or non-defaulting party, nor shall it be
construed  to  be  a  waiver  of  any such breach or default, or an acquiescence
therein, or of any similar breach or default thereafter occurring; nor shall any
waiver of any single breach or default be deemed a waiver of any other breach or
default  theretofore  or  thereafter  occurring.  Any waiver, permit, consent or
approval  of  any  kind  or  character on the part of any party of any breach or
default  under  this  Agreement,  or  any waiver on the part of any party of any
provisions  or  conditions  of  this  Agreement, must be in writing and shall be
effective  only  to  the  extent  specifically  set  forth  in such writing. All
remedies,  either  under  this  Agreement or by law or otherwise afforded to any
party, shall be cumulative and not alternative.

<PAGE>

                  [Signature page to Investor Rights Agreement]


     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first above stated.


                             By:
                                --------------------------------------

                             Name:
                                  ------------------------------------

                             Title:
                                   -----------------------------------

                             PURCHASER  OF  SERIES  A  PREFERRED  STOCK

                             If  an  Individual  Investor:
                             ----------------------------


                             Sign:
                                  ---------------------------------------

                             Print  Name:
                                         --------------------------------

                             If  an  Entity  Investor:
                             ------------------------


                             Print  Name  of  Entity:
                                                     ----------------------
                             Sign:
                                  -------------------------------------
                             Print  Your  Name:
                                               ------------------------
                             Title:
                                   ------------------------------------



<PAGE>

             [Signature page to Investor Rights Agreement continued]

                            DVA  SHAREHOLDER
                            ----------------


                            If  an  Individual  Investor:
                            -----------------------------



                           Sign:
                                ---------------------------------------

                           Print  Name:
                                       --------------------------------


                           If  an  Entity  Investor:
                                                     ------------------



                           Print  Name  of  Entity:
                                                    -------------------

                           Sign:
                                ---------------------------------------

                           Print  Your  Name:
                                             --------------------------

                           Title:
                                 --------------------------------------

<PAGE>

             [Signature page to Investor Rights Agreement continued]


                                   LENDER

                                   VICIS  CAPITAL  MASTER  FUND,


                                   By:
                                      --------------------------

                                   Name:
                                        ------------------------

                                   Title:
                                         -----------------------

                                   Address:
                                           ---------------------

                                   -----------------------------

                                   -----------------------------

                                   Facsimile:
                                             -------------------

<PAGE>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.3
<SEQUENCE>7
<FILENAME>ex10-3.txt
<DESCRIPTION>EARNOUT AGREEMENT
<TEXT>
EXHIBIT 10.3

                                EARNOUT AGREEMENT
                                -----------------

     This  Earnout  Agreement  ("Agreement")  is  entered  into  this     day of
                                 ---------                           -----
January,  2006, by and between Joel Stephen Logan, II, Charles L. Murphree, Jr.,
John  Steven  Lawler,  James  David  Shaw, William Joseph Aycock, Jr., Jerry Ray
Cooper, Jr., Timothy Wayne Gann, and Jimmy Ray Hawkins (individually, a "Seller"
                                                                         ------
and  collectively,  the  "Sellers"),  Deer Valley Homebuilders, Inc., an Alabama
                          -------
corporation  ("Deer  Valley"),  and  DeerValley  Acquisitions  Corp.,  a Florida
               ------------
corporation  (the  "Buyer").
                    -----

                                    RECITALS

     A.      Pursuant  to  the Common Stock Purchase Agreement dated November 1,
2005  (the  "Purchase  Agreement"), Sellers have, on this date, sold 100% of the
             -------------------
issued  and  outstanding  capital  stock  of  Deer  Valley  to  the  Buyer.

     B.     The Purchase Agreement provides that a portion of the Purchase Price
(as  defined  in  the  Purchase  Agreement)  is  to be calculated and paid as an
earnout  based  upon  the  Net Income Before Taxes (hereinafter defined) of Deer
Valley.

     C.     Sellers  have  agreed  that determination and payment of the earnout
contemplated  by the Purchase Agreement is to be in accordance with the terms of
this  Agreement.

     NOW,  THEREFORE,  in  consideration  of  the premises and of the respective
covenants  and  provisions  herein  contained,  each  Seller  and Buyer agree as
follows:

                                   ARTICLE I.
                                PRICE ADJUSTMENT
                                ----------------

     1.1     Annual Price Adjustment.  For each Earnout Year (as defined below),
             -----------------------
the  Buyer  shall  accrue  a liability in an amount equal to: (a) the Net Income
                                                               -
Before  Taxes  of  Deer  Valley for such Earnout Year (as determined pursuant to
Article  II below) minus $1,000,000; multiplied by  (b) fifty (50%) percent (the
                                     -------------   -
"Annual  Price  Adjustment").  For example, if the Net Income Before Taxes for a
 -------------------------
particular Earnout Year is $3,000,000, then the Annual Price Adjustment for such
Earnout Year will be $1,000,000. The Annual Price Adjustment shall be determined
and  deposited  annually on or before the earlier of: (y) twenty days (20) after
                                                       -
the  completion  of  the  audit of the Parent Company's financial statements for
such  Earnout  Year;  or (z) ninety days following the end of such Earnout Year.
                          -
The  annual  period  used  to  measure  the Annual Price Adjustment shall be the
Company's  fiscal  year (each, an "Earnout Year").  All payments made under this
                                   ------------
Agreement  shall  be  treated  as  an  adjustment  to  the  Purchase Price.  The
aggregate  of  such  accrued  liabilities being referred to herein as the "Price
                                                                           -----
Adjustment  Target  Account  or"PATA."  As to the start date, calculation of the
   ----------------------------------
contributions  related  to the PATA shall include the Net Income Before Taxes of
Deer  Valley  for  the  fourth  quarter  of  2005  (which  shall include revenue
generated  by  homes  delivered  by  Deer  Valley  on or after October 2, 2005),
however  the  $1,000,000  calculation  for  the  fourth quarter of 2005 shall be
$250,000.  Such  accrual for the fourth quarter of 2005 shall be available for a
cash  distribution  in  accordance  with Section 1.3 below after the 2006 fiscal
year.

     1.2     Security  for the PATA Account.  The Buyer shall secure liabilities
             ------------------------------
accrued under Section 1.1 above by either: (a) depositing cash into a segregated
                                            -
account  maintained  with  an escrow agent mutually agreed to by the Buyer and a

<PAGE>

Majority  of  the  Sellers (the "Escrow Agent"); (b) by delivering or depositing
                                 ------------     -
marketable  securities, which shall not be securities of the Buyer or the Parent
Company,  or  bonds  with the Escrow Agent; or (c) by posting a letter of credit
                                                -
provided  by  a federally insured bank for the benefit of the Sellers, which may
or may not be the escrow agent.  The form of the security referenced above being
in  Buyer's sole discretion.  The Buyer and the Seller shall mutually agree upon
an escrow agent within thirty (30) days of the date of this Agreement.  The PATA
Account  does  not  decrease  for  losses sustained by Deer Valley in subsequent
years,  by  devaluation of the securities deposited with the Escrow Agent, or by
any  other  means, except as provided herein by the provisions allowing for Cash
Distributions  (as  defined  below),  for  payments on the Distribution Date (as
defined  below),  Forfeiture  (as  defined below), or otherwise provided herein.

     1.3     Early  Cash  Distributions.  At any time after determination of the
             --------------------------
Annual  Price  Adjustment  for  each  Earnout  Year, each Seller may request, in
writing,  a  cash  payment  in  an  amount  equal  to:  (a) the Cumulative Price
                                                         -
Adjustments  multiplied by fifty (50%) percent; multiplied by (b) the percentage
                                                -------------  -
(%)  set  forth  next  to  such  Seller's name on Exhibit"A" attached hereto, as
                                                  ----------
Exhibit"A"  may  be  amended  pursuant  to Section 1.5 below; (c) minus any Cash
----------                                                        -----
Distributions  previously  made  to  such Seller under this Section 1.3 (each, a
"Cash  Distribution").  For  example,  if  (a)  the  Cumulative  Adjustments are
   ----------------
$1,000,000,  (b)  the percentage set forth next to a particular Seller's name on
Exhibit  A  is  30%,  and  (c)  such Seller has not previously received any Cash
Distributions  under  this Section 1.3, then the Cash Distribution available for
such  Seller  is  $150,000.  By way of additional example, if (a) the Cumulative
Adjustments  are  $1,000,000,  (b) the percentage set forth next to a particular
Seller's  name  on Exhibit A is 30%, and (c) the total amount previously paid to
such  Seller  under  this  Section  1.3  is  $75,000, then the Cash Distribution
available  for  such  Seller is $75,000.  Deer Valley shall make a Seller's Cash
Distribution  within  forty-five  (45) days after receipt of written notice from
such  Seller.  Each Seller is entitled to receive only one cash distribution per
fiscal  year  under this Section 1.3.  The security required pursuant to Section
1.2  above  shall  be  reduced  by  the  aggregate  Cash  Distributions.

     1.4     Payments  on  the  Distribution  Date.  Within forty-five (45) days
             -------------------------------------
after  the  earlier of: (a) the determination of the Annual Price Adjustment for
                         -
the  2013  fiscal  year;  (b)  the  date  that  both  (i)  the  Cumulative Price
                           -                           -
Adjustments  (as  defined  in  Section 4.1 below) equals $6,000,000 and (ii) the
                                                                         --
five  (5)  year  term  of each Employment Agreement has expired; or (c) upon the
                                                                     -
Sale  of  the  Business  (as  defined  in  Section 4.1 below) (the "Distribution
                                                                    ------------
Date"),  Deer  Valley  shall  pay  to  each  Seller  an amount equal to: (y) the
                                                                          -
Cumulative  Price Adjustments multiplied by the percentage (%) set forth next to
                              -------------
such Seller's name on Exhibit"A" attached hereto, as may be amended from time to
                      ----------
time  pursuant  to  Section  1.5 below; minus (z) any Cash Distributions made to
                                        -----  -
such Seller under Section 1.3 above; provided, however, if payment is being made
under  this  Section  2.4  due  to the Sale of the Business, then the Cumulative
Price  Adjustments shall be deemed to be $6,000,000, minus any payments that may
                                                     -----
have  been  forfeited  under  Section  1.5(y)  below.
                                           -

     1.5     Forfeiture.  If,  before  the  Distribution  Date,  (a)  the Parent
             ----------                                           -
Company or Deer Valley terminates a Seller's employment for Cause (as defined in
each  Employment  Agreement),  (b)  a Seller terminates his employment with Deer
                                -
Valley  prior  to  the five (5) year term of each Employment Agreement, or (c) a
                                                                            -
Seller  breaches  the  terms  of  a  Non-Competition  Agreement (in each case, a
"Forfeiture  Event"), then, upon written notice by Parent Company or Deer Valley
 -----------------
to  such  Seller,  such  Seller (a "Forfeiting Seller") shall have forfeited his
                                    -----------------
interest in the Price Adjustment Target Account (the "Forfeited PATA Interest").
                                                      -----------------------
Upon  a Forfeiture Event, (y) fifty (50%) percent of the Forfeited PATA Interest
                           -
shall  be  immediately  released from the Price Adjustment Target Account to the

<PAGE>

Buyer,  and (z) the remaining fifty (50%) percent of the Forfeited PATA Interest
             -
shall  be  allocated to the remaining Seller's pro-rata according to Exhibit"A",
                                                                     ----------
as  amended,  and  distributed  accordingly  on  the  Distribution Date.  Upon a
Forfeiture  Event,  Exhibit"A"  shall  be  deemed  amended  to  reflect that the
                    ----------
Forfeiting  Seller's  interest  has  been allocated to the remaining Sellers, as
follows:  each remaining Seller's percentage interest shall equal (i) the number
of  shares stated next to such Seller's name on Exhibit "A," divided by (ii) the
                                                             ----------
total  number  of  shares  held  by  all  Sellers  less  the  shares held by the
Forfeiting Seller.  Notwithstanding anything to the contrary, a Forfeiture Event
shall not affect any Cash Distributions made prior to the date of the Forfeiture
Event.

                                   ARTICLE II.
                     COMPUTATION OF NET INCOME BEFORE TAXES
                     --------------------------------------

     2.1     Manner  of Computation. For purposes of this Agreement, "Net Income
             ----------------------                                   ----------
Before Taxes" for any Earnout Year shall mean the consolidated net income before
------------
taxes  of Deer Valley, after deduction of all expenses, including deductions for
profit  sharing  or  bonuses  accrued by any employees of Deer Valley, including
profit  sharing of the Sellers under the terms of each Employment Agreement. Net
Income  Before  Taxes  shall be determined in accordance with generally accepted
accounting  principles  ("GAAP")  as  determined  by  the  firm  of  independent
                          ----
certified  public  accountants  engaged  by  the  Parent Company for purposes of
auditing  its  year  end  financial  statements for reporting purposes under the
Exchange  Act  (the "Audit"), or such other firm of independent certified public
                     -----
accountants  as  selected  by  the  Board  of  Directors  of  the Parent Company
("Accountants").  In  determining  Net  Income  Before  Taxes:
  -----------

     (a)     No  deduction  shall be made for expenses necessary to maintain the
Parent  Company's status as a public company reporting under the Exchange Act of
1934,  as amended (the "Exchange Act"), including any additional staff that Deer
Valley  may  require  to  facilitate  additional  record  keeping  necessary for
compliance  with  the Exchange Act, and any audit and legal fees incurred by the
Parent  Company  in  connection  with  filings  under  the  Exchange  Act;

     (b)     The  purchase  and  sales prices of goods and services sold by Deer
Valley  to  Parent  Company  or  its Affiliates or purchased or received by Deer
Valley  from  Parent  Company or its Affiliates shall be adjusted to reflect the
amounts  that  Deer  Valley  would  have  realized  or  paid  if dealing with an
independent  party  in  an  arm's-length  commercial  transaction;

     (c)     The  Parent  Company  may  charge interest on any loans or advances
made by Parent Company to Deer Valley in connection with its business operations
at  an annual rate equal to that rate of interest from time to time announced by
The  Wall  Street  Journal  as  its  prime  rate  (adjusted annually); provided,
however,  that  the Parent Company may not take monies from Deer Valley and loan
or  advance  those  monies  back  to  Deer  Valley.

     (d)     An annual audit and associated quarterly reviews fee of $30,000 per
manufacturing  plant  per  year  shall  be   expensed   to  Deer   Valley;   and

     (e)     The  Net Income Before Taxes of any additional plants or facilities
acquired  or  added  by  Deer  Valley shall be included in the Net Income Before
Taxes  (an  "Additional  Plant");  provided, however, the costs of financing the
             -----------------
acquisition  of  each  Additional  Plant  (including dividends paid on preferred
stock),  and  expenses  related to the operation of such Additional Plant, shall
reduce  the  Net  Income  Before  Taxes.

<PAGE>

     2.2     Time  of  Determination.
             -----------------------

     (a)     The  Net  Income Before Taxes of Deer Valley shall be determined by
the  Accountants  promptly  after  completion of the Audit. Copies of its report
setting  forth  its  computation  of  the Net Income Before Taxes of Deer Valley
shall  be  submitted  in  writing  to the Sellers and Parent Company and, unless
either  Parent  Company  or  a  Majority  of the Sellers provides written notice
within  forty-five  (45) days after receipt of the report that it objects to the
computation  of  the Net Income Before Taxes set forth therein, the report shall
be binding and conclusive for the purposes of this Agreement. Sellers shall have
access  to  the  books and records of Deer Valley and to Accountants' workpapers
during regular business hours to verify the computation of the Net Income Before
Taxes  made  by  the  Accountants.

     (b)     If  either  Parent  Company  or  a Majority of the Sellers provides
notice  in  writing  within  forty-five  (45) days after receipt of Accountants'
report  that  it  objects  to the computation of the Net Income Before Taxes set
forth  therein, the amount of the Net Income Before Taxes for the fiscal year to
which such report relates shall be determined by negotiation between Sellers and
Parent  Company.  If  a Majority of the Sellers and Parent Company are unable to
reach  agreement  within  forty-five  (45)  days  after  such  notification, the
determination  of  the  amount  of the Net Income Before Taxes for the period in
question  shall  be  submitted  to  a  mutually  agreeable  third-party  firm of
independent   certified   public   accountants   ("Special  Accountants")   for
                                                   --------------------
determination,  whose  determination  shall  be  binding  and  conclusive on the
parties.  If  the Special Accountants determine that the Net Income Before Taxes
has been understated by three percent (3%) percent or more, then the Buyer shall
pay  the  Special  Accountants'  fees,  costs and expenses. If Net Income Before
Taxes  has  not  been  understated  or  has  been understated by less than three
percent  (3%)  percent,  then  the Special Accountants' fees, costs and expenses
shall be deducted as expenses from the Special Accountants' determination of Net
Income  Before  Taxes  for  that  particular  fiscal  year.

                                  ARTICLE III.
                             SETOFF; ACKNOWLEDGMENT
                             ----------------------

     3.1     Right  of  Setoff.     Notwithstanding anything contained herein to
             -----------------
the contrary, and as a non-exclusive remedy, Buyer and Parent Company shall have
the  right to withhold and set-off any amounts due to a Seller under Section 1.3
or  Section  1.4  above  against  any  amounts owed by such Seller to the Buyer,
Parent  Company,  or Deer Valley for any claim for damages or indemnification to
which  Parent  Company,  Buyer  or  their  Affiliates  may be entitled under the
Purchase  Agreement or any other agreement entered into pursuant to the Purchase
Agreement  (a "Claim").  If Buyer, Parent Company, or Deer Valley is entitled to
               -----
set-off against one or more Sellers pursuant to this Article III in respect of a
                                                     -----------
Claim,  such party shall give each such Seller written notice thereof.  Any such
notice  shall  set  forth  in reasonable detail and to the extent then known the
basis for such Claim and the amount of such Claim.  The providing of such notice
shall  not (a) relieve the Buyer from providing security pursuant to Section 1.2
            -
above,  or (b) making distributions pursuant to Section 1.3 or 1.4 above to each
            -
Seller  that  does not have any liability relative to such Claim. If notice of a
Claim  is provided, then Buyer, Parent Company and each Seller that has received
such written notice shall attempt to resolve the Claim by negotiation. If Buyer,
Parent  Company  and  each  such  Seller  are  unable  to reach agreement within
forty-five  (45)  days  after such notification, the determination of the amount
shall  be  determined  in  a  court  of  law  pursuant  to  Section  4.8  below.

<PAGE>


     3.2     Operation of Business. The Sellers acknowledge that (i) the earnout
             ---------------------
amounts  are  speculative and is subject to numerous factors outside the control
of  Parent  Company,  (ii)  Parent  Company owes no fiduciary duty or express or
implied  duty  to  the Sellers, including an implied duty of good faith and fair
dealing,  or  duty to maximize Net Income Before Taxes of Deer Valley, and (iii)
the  parties  solely  intend  the express provisions of this Agreement to govern
their  contractual  relationship.

                                   ARTICLE IV.
                                  MISCELLANEOUS
                                  -------------

     4.1     Definitions.     For  purposes  of this Agreement, the terms listed
             -----------
below  have  the  following  meanings.  Other terms not listed below are defined
elsewhere  in  this  Agreement.

     (a)     "Affiliate"  means  any  other  person  or  entity that directly or
              ----------
indirectly  controls,  or  is under common control with, or is controlled by the
specified  person or entity, and if a person, any member of the immediate family
of  such individual.  As used in this definition, "control" (including, with its
                                                   -------
correlative  meanings,  "controlled  by"  and "under common control with") shall
                         --------------        -------------------------
mean  possession,  directly  or  indirectly,  of  power  to  direct or cause the
direction  of management or policies (whether through ownership of securities or
partnership  or  other  ownership  interests,  by  contract,  or  otherwise) and
"immediate family" shall mean any parent, child, grandchild, spouse, or sibling.
       ----------

     (b)     "Cumulative  Price  Adjustments"  means the cumulative total of all
              -------------------------------
Annual  Price  Adjustments made under Section 1.1 above, minus any payments that
                                                         -----
may  have  been  forfeited  under  Section  1.5(y)  above.
                                                -

     (c)     "Employment Agreement" means: (i) as to Joel Stephen Logan, II, the
              --------------------
Employment  Agreement  dated as of the same date as this Agreement, between Deer
Valley  and  Joel  Stephen  Logan,  II; (ii) as to Charles L. Murphree, Jr., the
Employment  Agreement  dated as of the same date as this Agreement, between Deer
Valley  and  Charles  L.  Murphree,  Jr.;  (iii)  as  to John Steven Lawler, the
Employment  Agreement  dated as of the same date as this Agreement, between Deer
Valley  and  John  Steven  Lawler;  (iv)  as to James David Shaw, the Employment
Agreement  dated  as of the same date as this Agreement, between Deer Valley and
James David Shaw; (v) as to William Joseph Aycock, Jr., the Employment Agreement
dated  as  of  the  same date as this Agreement, between Deer Valley and William
Joseph  Aycock,  Jr.;  (vi) as to Jerry Ray Cooper, Jr, the Employment Agreement
dated  as  of the same date as this Agreement, between Deer Valley and Jerry Ray
Cooper,  Jr  and; (vii) as to Timothy Wayne Gann, the Employment Agreement dated
as  of  the  same  date as this Agreement, between Deer Valley and Timothy Wayne
Gann;  and  (viii) as to Jimmy Ray Hawkins, the Employment Agreement dated as of
the  same  date  as  this  Agreement, between Deer Valley and Jimmy Ray Hawkins.

<PAGE>

     (d)     "Majority  of  the Sellers" means Sellers holding a majority of the
              -------------------------
shares  as  set  forth  next  to their names on Exhibit"A", as Exhibit"A" may be
                                                ----------     ----------
amended  from  time  to  time  pursuant  to  Section  1.5  above.

     (e)     "Non-Competition  Agreement"  means:  (i) as to Joel Stephen Logan,
              --------------------------
II,  the  Non-Competition Agreement dated as of the same date as this Agreement,
between  Deer Valley and Joel Stephen Logan, II; (ii) as to Charles L. Murphree,
Jr.,  the Non-Competition Agreement dated as of the same date as this Agreement,
between  Deer  Valley  and  Charles  L.  Murphree,  Jr.; (iii) as to John Steven
Lawler,  the  Non-Competition  Agreement  dated  as  of  the  same  date as this
Agreement,  between  Deer  Valley and John Steven Lawler; (iv) as to James David
Shaw, the Non-Competition Agreement dated as of the same date as this Agreement,
between  Deer Valley and James David Shaw; (v) as to William Joseph Aycock, Jr.,
the  Non-Competition  Agreement  dated  as  of  the same date as this Agreement,
between Deer Valley and William Joseph Aycock, Jr.; (vi) as to Jerry Ray Cooper,
Jr,  the  Non-Competition Agreement dated as of the same date as this Agreement,
between  Deer  Valley  and  Jerry  Ray Cooper, Jr and; (vii) as to Timothy Wayne
Gann, the Non-Competition Agreement dated as of the same date as this Agreement,
between  Deer Valley and Timothy Wayne Gann; and (viii) as to Jimmy Ray Hawkins,
the  Non-Competition  Agreement  dated  as  of  the same date as this Agreement,
between  Deer  Valley  and  Jimmy  Ray  Hawkins.

     (f)     "Parent  Company"  means  Cytation  Corporation,  a  Delaware
              ---------------
corporation.

     (g)     "Sale  of  the  Business"  shall  mean  (a)  a merger, combination,
              -----------------------                 -
consolidation or similar business combination involving Deer Valley in which the
Parent  Company  is  not,  directly  or  indirectly, the holder of a majority in
interest  of  the voting securities of the surviving entity in such transaction,
(b)  a  sale,  lease  or conveyance of all or substantially all of the assets of
 -
Deer  Valley  or  the  Parent  Company,  or  (c)  a  sale  of  a majority of the
outstanding  voting  securities  (including those securities convertible into or
exchangeable  for  voting  securities)  of Deer Valley by DVA to any "person" or
"group"  (within  the  meaning  of  Securities Exchange Act of 1934, as amended)
other  than  a  transfer  to  the  Parent  Company  upon  dissolution  of Buyer.
Notwithstanding  anything  to  the contrary herein, a change in ownership of the
Parent  Company shall not be deemed a Sale of the Business, unless the change in
ownership  is  as  the result of a merger, combination, consolidation or similar
business  combination.

     4.2     Benefit  of  Parties  and  No  Assignment.  All  of  the  terms and
             -----------------------------------------
provisions  of  this Agreement shall be binding upon and inure to the benefit of
the  parties  and  their  respective  permitted  successors  and  assigns.  This
Agreement  shall  not  be assignable by any of the Sellers, except upon death by
will  or  intestacy.

     4.3     Counterparts.  This Agreement may be executed simultaneously in two
             ------------
or  more  counterparts,  each  of  which shall be deemed an original, but all of
which  together  shall  constitute  one  and  the  same  instrument.

     4.4     Cooperation.  During  the  Term, each party will cooperate with and
             -----------
assist  the  other party in taking such acts as may be appropriate to enable all
parties  to  effect compliance with the terms of this Agreement and to carry out
the  true  intent  and  purposes  hereof.

     4.5     Notices.  All  notices,  elections,  requests,  demands  or  other
             -------
communications  hereunder  shall  be in writing and shall be deemed given at the
time  delivered  personally  or  upon  receipt if deposited in the United States
mail,  certified  or  registered,  return  receipt  requested,  postage  prepaid
addressed  to  the parties as follows (or to such other person or place, written
notice  of  which  any  party  hereto  shall  have  given  to  the  other):

<PAGE>

     (a)     If  to  a  Seller, to the address set forth on Exhibit "A" attached
hereto.

     (b)     If  to  Parent  Company  or  Buyer:

              Cytation Corporation or DeerValley Acquisitions Corp.
                            Attn: Charles G. Masters
                              4902 Eisenhower Blvd.
                                    Suite 185
                                 Tampa, FL 33634
                            Facsimile: (813) 885-5911

     4.6     Waiver  of  Compliance.  The  party  for  whose benefit a warranty,
             ----------------------
representation,  covenant  or  condition  is intended may, in writing, waive any
inaccuracies  in  the  warranties,  representations,  covenants  or  conditions
contained in this Agreement or waive compliance with any of the foregoing and so
waive  performance  of  any of the obligations of the other party hereto and any
defaults  hereunder,  provided,  however,  that  such waiver shall not affect or
impair  the  waiving  party's  rights  in  respect  to  any  other  warranty,
representation,  covenant,  condition  or  default  hereunder.

     4.7     Index  and  Captions.  The captions of the Articles and Sections of
             --------------------
this  Agreement  are  solely for convenient reference and shall not be deemed to
affect  the  meaning  or  interpretation  of  any  Article  or  Section  hereof.

     4.8     Application  ofAlabama  Law;  Venue; Jurisdiction.  This Agreement,
             -------------------------------------------------
and  the application or interpretation thereof, shall be governed exclusively by
its  terms  and by the laws of the State of Alabama.  Venue for any legal action
which  may  be  brought  thereunder  shall  be  deemed  to lie in Marion County,
Alabama.  The  parties  agree  that,  irrespective  of any wording that might be
construed  to  be  in  conflict  with  this paragraph, this agreement is one for
performance in Alabama.  The parties to this agreement agree that they waive any
objection,  constitutional,  statutory  or  otherwise,  to a n Alabama's court's
taking  jurisdiction  of  any  dispute  between  them.  By  entering  into  this
agreement,  the  parties,  and each of them understand that they might be called
upon  to  answer  a  claim  asserted  in  an  Alabama  court.

     4.9     Legal  Fees and Costs.  If a legal action is initiated by any party
             ---------------------
to  this  Agreement  against  the  other party arising out of or relating to the
alleged  performance  or  non-performance of any right or obligation established
hereunder,  each  party  shall bear its respective fees, costs and expenses for,
prosecuting,  defending  against,  or providing evidence, producing documents or
taking  any  other  action in respect of, such action shall be the obligation of
and  shall  be  paid  or  each  respective  party.

     4.10     Waiver  of  Jury  Trial.  The  parties hereby acknowledge that any
              -----------------------
dispute  arising  out  of  this  Agreement  will  necessarily  include  various
complicated  legal  and  factual issues and therefore knowingly, voluntarily and
intentionally  waive  trial  by jury in any litigation in any court with respect
to,  in  connection  with  or  arising  out  of this Agreement, or the validity,
interpretation,  or  enforcement  hereof.

<PAGE>

     4.11     Acknowledgments:  The  Employee  acknowledges  that  he  has  been
              ---------------
provided  with a copy of this Agreement for review prior to signing it, that the
Company  has  encouraged  the  Employee  to  have this Agreement reviewed by his
attorney  prior to signing it and that the Employee understands the purposes and
effects  of  this  Agreement.

     4.12     Entire  Agreement;  Amendment:  This  Agreement,  and  any  other
              -----------------------------
document  referenced  herein, constitute the entire understanding of the parties
hereto with respect to the subject matter hereof, and no amendment, modification
or  alteration  of  the  terms  hereof  shall  be  binding unless the same be in
writing,  dated  subsequent to the date hereof and duly approved and executed by
each  of the parties hereto and approved by the Board of Directors of the Parent
Company.

<PAGE>

                      [Signature page to Earnout Agreement]

     IN  WITNESS  WHEREOF, the parties have hereunto caused this Agreement to be
executed  in  multiple  original  counterparts  as  of the date set forth above.

                      "Sellers"

                      /s/ Joel Stephen Logan, II
                      -------------------------------------
                      Joel  Stephen  Logan,  II

                      /s/ Charles L. Murphree, Jr.
                      -------------------------------------
                      Charles  L.  Murphree,  Jr.

                      /s/ John Steven Lawler
                      -------------------------------------
                      John  Steven  Lawler

                      /s/ James David Shaw
                      -------------------------------------
                      James  David  Shaw

                      /s/ William Joseph Aycock, Jr.
                      -------------------------------------
                      William  Joseph  Aycock,  Jr.

                      /s/ Jerry Ray Cooper, Jr.
                      -------------------------------------
                      Jerry  Ray  Cooper,  Jr.

                      /s/ Timothy Wayne Gann
                      -------------------------------------
                      Timothy  Wayne  Gann

                      /s/ Jimmy Ray Hawkins
                      -------------------------------------
                      Jimmy  Ray  Hawkins

                      "Buyer"

                      DeerValley  Acquisitions,  Corp.,  a  Florida  corporation

                     By:
                        ---------------------------
                     Name:
                          -------------------------
                      Its:
                          -------------------------

                     "Parent  Company"

                     Cytation  Corporation,  a  Delaware  corporation

                     By:
                        --------------------------

                     Name:
                          ------------------------

                     Its:
                         -------------------------

<PAGE>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.4
<SEQUENCE>8
<FILENAME>ex10-4.txt
<DESCRIPTION>FORM OF SERIES A COMMON STOCK PURCHASE WARRANT
<TEXT>
EXHIBIT 10.4

THIS  WARRANT  OR  THE  SHARES  OF  COMMON  STOCK ISSUABLE UPON EXERCISE OF THIS
WARRANT  HAVE  NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
OR  ANY  STATE  SECURITIES LAWS.  NO SALE OR DISPOSITION MAY BE EFFECTED WITHOUT
(i)  AN  EFFECTIVE  REGISTRATION  STATEMENT  RELATED THERETO, (ii) AN OPINION OF
COUNSEL  FOR  THE  HOLDER,  REASONABLY  SATISFACTORY  TO  THE COMPANY, THAT SUCH
REGISTRATION  IS  NOT  REQUIRED, (iii) RECEIPT OF A NO-ACTION LETTER(S) FROM THE
APPROPRIATE  GOVERNMENTAL  AUTHORITY(IES),  OR (iv) OTHERWISE COMPLYING WITH THE
PROVISIONS  OF  SECTION  8  OF  THIS  WARRANT.
                ----------

                      SERIES A WARRANT TO PURCHASE  SHARES
                        OF COMMON STOCK (this "WARRANT")

Warrant No.:  A- __

Cytation  Corporation,  a Delaware corporation (the "COMPANY"), hereby certifies
that,  for  value  received,  _________________  (the  "HOLDER"),  or registered
assigns,  is the registered holder of a warrant (the "WARRANT") to subscribe for
and  purchase  _______________ shares of the fully paid and nonassessable Common
Stock  (as  adjusted  pursuant to Section 4 hereof, the "WARRANT SHARES") of the
                                  ---------
Company,  at  a  price per share equal to one dollar and fifty cents ($1.50)(the
"WARRANT  PRICE,"  as  adjusted  pursuant  to  Section 4 hereof), subject to the
                                               ---------
provisions  and  upon  the  terms  and  conditions  hereinafter  set  forth.

     As  used  herein,  (a)  the  term  "COMMON  STOCK" shall mean the Company's
presently authorized Common Stock, par value $.001 per share, and any stock into
or  for which such Common Stock may hereafter be converted or exchanged, (b) the
term  "DATE  OF  GRANT"  shall  mean  January  __, 2006, and (c) the term "OTHER
WARRANTS"  shall  mean  any  warrant issued upon transfer or partial exercise of
this  Warrant.  The  term  "WARRANT"  as  used herein shall be deemed to include
Other  Warrants unless the context hereof or thereof clearly requires otherwise.
The  Warrant  evidenced  by this warrant certificate is a portion of a series of
like warrants (collectively, the "SERIES WARRANTS") exercisable for the purchase
of  up  to  an aggregate of up to 9,333,333 shares of the Company's Common Stock
(the  "SERIES  WARRANT SHARES"), on the Date of Grant, which Series Warrants are
evidenced by certificates of like tenor (the "SERIES WARRANT CERTIFICATES") that
have  been  issued  pursuant  to  that  certain Securities Purchase and Exchange
Agreement  of  even  date  herewith  (the  "PURCHASE  AGREEMENT").

     1.     Term.  The  purchase  right  represented  by  this  Warrant  is
            ----
exercisable,  in whole or in part, at any time after the earlier of (a) the date
the Registration Statement on Form SB-2 (or an alternative available form if the
Company  is  not  eligible  to  file  a  Form  SB-2)  covering  the Warrants and
underlying  Warrant Shares is declared effective; or (b) twelve (12) months from
the Date of Grant (the "INITIAL EXERCISE DATE") and from time to time thereafter
through  and including the close of business on the date five (5) years from the
Initial  Exercise  Date  (the "EXPIRATION DATE"); provided, however, that in the
                                                  --------  -------
event that any portion of this Warrant is unexercised as of the Expiration Date,
the  terms  of  Section  2(b),  below,  shall  apply.
                -------------

<PAGE>

     2.     Exercise;  Expiration;  Redemption.
            ----------------------------------

          a.  Method  of  Exercise; Payment; Issuance of New Warrant. Subject to
              ------------------------------------------------------
     Section  1  hereof,  the  purchase right represented by this Warrant may be
     ----------
     exercised  by  the holder hereof, in whole or in part and from time to time
     after the Initial Exercise Date, by the surrender of this Warrant (with the
     notice  of exercise form attached hereto as Exhibit A duly executed) at the
     principal  office  of  the  Company and by the payment to the Company of an
     amount  equal to the then applicable Warrant Price multiplied by the number
     of  Warrant  Shares  then  being  purchased. The person or persons in whose
     name(s)  any  certificate(s)  representing  shares of Common Stock shall be
     issuable  upon  exercise of this Warrant shall be deemed to have become the
     holder(s) of record of, and shall be treated for all purposes as the record
     holder(s)  of,  the  shares  represented  thereby (and such shares shall be
     deemed  to  have been issued) immediately prior to the close of business on
     the date or dates upon which this Warrant is exercised. In the event of any
     exercise  of  the  rights represented by this Warrant, certificates for the
     shares  of  stock  so  purchased shall be delivered to the holder hereof as
     soon  as  possible  and  in  any  event  within thirty (30) days after such
     exercise  and,  unless this Warrant has been fully exercised, a new Warrant
     representing  the  portion  of  the Warrant Shares, if any, with respect to
     which  this Warrant shall not then have been exercised shall also be issued
     to  the  holder  hereof  as  soon  as possible and in any event within such
     thirty (30)-day period.

          b.  Expiration.  In  the  event  that  any  portion of this Warrant is
              ----------
     unexercised  as  of the Expiration Date, such portion of this Warrant shall
     automatically  expire,  and the Holder shall have no rights with respect to
     such unexercised portion of this Warrant.

          c.  Maximum.  In no event shall any holder be entitled to exercise any
              -------
     Warrant  Shares  to  the  extent  that, after such exercise, the sum of the
     number  of  shares of Common Stock beneficially owned by any holder and its
     affiliates  (other  than  shares  of  Common  Stock  which  may  be  deemed
     beneficially  owned through the ownership of the unexercised portion of the
     Warrant  Shares  or  any  unexercised right held by any holder subject to a
     similar limitation), would result in beneficial ownership by any holder and
     its affiliates of more than 4.99% of the outstanding shares of Common Stock
     (after  taking into account the shares to be issued to the holder upon such
     exercise). For purposes of this Section 2(c), beneficial ownership shall be
                                     -----------
     determined  in accordance with Section 13(d) of the Securities Exchange Act
     of  1934,  as  amended.  Nothing  herein  shall  preclude  the  holder from
     disposing  of  a  sufficient  number  of  other  shares  of  Common  Stock
     beneficially  owned  by the holder so as to thereafter permit the continued
     exercise of this Warrant.

     3.     Stock  Fully  Paid;  Reservation of Shares.  All Warrant Shares that
            ------------------------------------------
may  be issued upon the exercise of the rights represented by this Warrant will,
upon  issuance  pursuant  to  the terms and conditions herein, be fully paid and
nonassessable,  and  free  from  all taxes (other than any taxes determined with
respect  to,  or  based  upon,  the income of the person to whom such shares are
issued),  liens  and  charges (other than liens or charges created by actions of
the  holder  of  this Warrant or the person to whom such shares are issued), and
pre-emptive  rights with respect to the issue thereof.  During the period within
which  the rights represented by this Warrant may be exercised, the Company will
at  all  times  have  authorized, and reserved for the purpose of the issue upon
exercise  of  the purchase rights evidenced by this Warrant, a sufficient number

<PAGE>

of  shares  of  its  Common  Stock  to  provide  for  the exercise of the rights
represented  by  this  Warrant.

     4.     Adjustment  of  Warrant  Price and Number of Shares.  The number and
            ---------------------------------------------------
kind of securities purchasable upon the exercise of this Warrant and the Warrant
Price  shall  be  subject to adjustment from time to time upon the occurrence of
certain  events,  as  follows:

          a. Adjustment for Initial Errors. The Company hereby acknowledges that
             -----------------------------
     the  number  of  Series  Warrant  Shares constituting the initial number of
     securities  purchasable  upon  the  exercise  of  the  Series Warrants (the
     "EXERCISE QUANTITY") was based upon the Company's representations as to the
     amount  of  outstanding  Common  Stock  (on a fully diluted basis excluding
     shares  issuable  pursuant  to  employee and director stock options) on the
     Date of Grant, as set forth in Section 2.1(b) of the Purchase Agreement. If
                                    -------------
     for  any  reason it shall hereafter be determined that the actual amount of
     Common  Stock outstanding as of the Date of Grant caused the calculation of
     the  Exercise  Quantity  to  be  erroneous,  then the Company or the holder
     (whichever  shall  discover  such  error)  shall  notify  the other of such
     determination  and  the  Company shall forthwith reissue the Warrant or the
     Series  Warrants,  as  the  case  may  be, with an appropriate proportional
     adjustment in said number to be effective from the Date of Grant.

          b. Reclassification or Merger. In case of any reclassification, change
             --------------------------
     or  conversion  of  securities  of the class issuable upon exercise of this
     Warrant  (other  than  a  change  in par value, or from par value to no par
     value,  or  from no par value to par value, or as a result of a subdivision
     or  combination),  or  in  case  of  any merger of the Company with or into
     another  corporation (other than a merger with another corporation in which
     the  Company  is the acquiring and the surviving corporation and which does
     not  result  in  any  reclassification  or change of outstanding securities
     issuable  upon  exercise of this Warrant), or in case of any sale of all or
     substantially  all  of  the  assets  of  the  Company, the Company, or such
     successor or purchasing corporation, as the case may be, shall duly execute
     and  deliver  to  the  holder  of  this  Warrant a new Warrant (in form and
     substance  satisfactory  to the holder of this Warrant), so that the holder
     of  this Warrant shall have the right to receive, at a total purchase price
     not  to exceed that payable upon the exercise of the unexercised portion of
     this  Warrant,  and  in  lieu  of  the  shares  of Common Stock theretofore
     issuable  upon  exercise  of this Warrant, the kind and amount of shares of
     stock,  other  securities,  money  and  property  receivable  upon  such
     reclassification,  change  or merger by a holder of the number of shares of
     Common  Stock  then  purchasable under this Warrant. Such new Warrant shall
     provide  for  adjustments  that  shall  be  as  nearly equivalent as may be
     practicable  to  the  adjustments  provided  for  in  this  Section  4. The
                                                                 ----------
     provisions  of  this  Section  4(b)  shall  similarly  apply  to successive
                           ------------
     reclassifications,  changes,  mergers  and  transfers.  Notwithstanding the
     foregoing,  this  Section  4(b)  shall  not apply to the Reverse Merger (as
                       ------------
     defined  in  the Certificate of Designations, Preferences and Rights of the
     Series A Convertible Preferred Stock (the "CERTIFICATE OF DESIGNATIONS")).

          c.  Subdivision  or  Combination  of Shares. If at any time while this
              ---------------------------------------
     Warrant  remains  outstanding  and unexpired the Company shall subdivide or
     combine  its outstanding shares of Common Stock, the Warrant Price shall be
     proportionately  decreased in the case of a subdivision or increased in the
     case  of  a combination, effective at the close of business on the date the
     subdivision or combination becomes effective.

<PAGE>

          d.  Stock  Dividends. If at any time while this Warrant is outstanding
              ----------------
     and unexpired the Company shall pay a dividend with respect to Common Stock
     payable in Common Stock, then the Warrant Price shall be adjusted, from and
     after  the  date  of determination of stockholders entitled to receive such
     dividend  or  distribution,  to  that  price  determined by multiplying the
     Warrant  Price in effect immediately prior to such date of determination by
     a  fraction  (i) the numerator of which shall be the total number of shares
     of  Common  Stock  outstanding immediately prior to such dividend, and (ii)
     the  denominator  of  which  shall  be the total number of shares of Common
     Stock outstanding immediately after such dividend.

          e. Intentionally Omitted.

          f.  Rights Offerings. In case the Company shall, at any time after the
              ----------------
     Date  of  Grant, issue rights, options or warrants to the holders of equity
     securities  of  the  Company,  entitling  them to subscribe for or purchase
     shares  of  Common  Stock  (or  securities convertible or exchangeable into
     Common  Stock)(excluding  Exempt  Securities,  as  such  term is defined in
     Section  4(l)  below)  at  a  price  per share of Common Stock (or having a
     ------------
     conversion  or  exchange  price  per  share  of  Common Stock if a security
     convertible  or  exchangeable  into  Common  Stock)  less than the Series A
     Conversion  Price (as defined in the Certificate of Designations) per share
     of  Common  Stock  on  the  record  date  for such issuance (or the date of
     issuance, if there is no record date), the Warrant Price to be in effect on
     and  after such record date (or issuance date, as the case may be) shall be
     reduced,  concurrently  with  such  issue,  to  a  price  equal  to  the
     consideration  received  per  share in connection with the issuance of such
     Additional  Shares  of  Common Stock. In case such purchase or subscription
     price  may  be paid in part or in whole in a form other than cash, the fair
     value  of  such consideration shall be determined by the Board of Directors
     of  the  Company  in  good  faith  as  set  forth  in  a duly adopted board
     resolution  certified  by  the  Company's Secretary or Assistant Secretary.
     Such  adjustment  shall  be  made  successively  whenever  such an issuance
     occurs;  and  in  the  event  that  such  rights,  options,  warrants,  or
     convertible or exchangeable securities are not so issued or expire or cease
     to  be convertible or exchangeable before they are exercised, converted, or
     exchanged  (as  the  case  may  be),  then the Warrant Price shall again be
     adjusted  to  be  the  Warrant  Price  that would then be in effect if such
     issuance had not occurred; provided, however, that the Company shall adjust
                                -----------------
     the number of Warrant Shares issued upon any exercise of this Warrant after
     the adjustment required pursuant to this Section 4(f) but prior to the date
                                              -----------
     such  subsequent adjustment is made, in order to equitably reflect the fact
     that  such  rights,  options,  warrants,  or  convertible  or  exchangeable
     securities  were  not  so  issued or expired or ceased to be convertible or
     exchangeable  before  they  were exercised, converted, or exchanged (as the
     case may be).

          g. Intentionally Omitted.

          h.  Other  Issuances  of  Securities.  In  case  the  Company  or  any
              --------------------------------
     Subsidiary  shall,  at  any  time  after the Date of Grant, issue shares of
     Common  Stock,  or rights, options, warrants or convertible or exchangeable
     securities  containing  the  right  to  subscribe for or purchase shares of
     Common  Stock  (excluding  (i)  shares,  rights,  options,  warrants,  or
     convertible  or  exchangeable  securities issued in any of the transactions
     described  in  Sections 4(b), 4(c), 4(d), or 4(f) above; (ii) shares issued
                    ---------------------------------
     upon the exercise of such rights, options or warrants or upon conversion or
     exchange of such convertible or exchangeable securities; (iii) this Warrant
     and any shares issued upon exercise thereof; and (iv) Exempt Securities (as
     defined  in  Section  4(l)  below)),  at  a price per share of Common Stock
                  ------------

<PAGE>

     (determined  in  the case of such rights, options, warrants, or convertible
     or  exchangeable  securities by dividing (x) the total amount receivable by
     the  Company  in  consideration  of  the  sale and issuance of such rights,
     options,  warrants,  or  convertible  or  exchangeable securities, plus the
     total  minimum  consideration  payable  to  the  Company  upon  exercise,
     conversion,  or  exchange thereof by (y) the total maximum number of shares
     of  Common  Stock covered by such rights, options, warrants, or convertible
     or  exchangeable  securities)  lower than the Series A Conversion Price (as
     defined  in  Certificate  of Designations), then the Warrant Price shall be
     reduced,  concurrently  with  such  issue,  to  a  price  equal  to  the
     consideration  received  per  share in connection with the issuance of such
     Additional Shares of Common Stock. For the purposes of such adjustment, the
     maximum  number  of  shares  of  Common  Stock which the holder of any such
     rights,  options,  warrants or convertible or exchangeable securities shall
     be  entitled  to subscribe for or purchase shall be deemed to be issued and
     outstanding  as of the date of such sale and issuance and the consideration
     received  by  the  Company therefor shall be deemed to be the consideration
     received  by the Company for such rights, options, warrants, or convertible
     or  exchangeable  securities,  plus  the  minimum  consideration or premium
     stated  in  such  rights, options, warrants, or convertible or exchangeable
     securities  to  be  paid for the shares of Common Stock covered thereby. In
     case  the  Company  shall sell and issue shares of Common Stock, or rights,
     options, warrants, or convertible or exchangeable securities containing the
     right  to  subscribe  for  or  purchase  shares  of  Common  Stock  for  a
     consideration  consisting, in whole or in part, of property other than cash
     or its equivalent, then, in determining the price per share of Common Stock
     and  the  consideration  received  by the Company for purposes of the first
     sentence  of this Section 4(h), the Board of Directors of the Company shall
                       -----------
     determine,  in  good  faith,  the  fair  value  of  said property, and such
     determination  shall  be  described  in  a  duly  adopted  board resolution
     certified  by  the  Company's Secretary or Assistant Secretary. In case the
     Company  shall  sell and issue rights, options, warrants, or convertible or
     exchangeable  securities  containing the right to subscribe for or purchase
     shares  of Common Stock together with one (1) or more other securities as a
     part  of  a  unit  at  a price per unit, then, in determining the price per
     share  of  Common  Stock  and the consideration received by the Company for
     purposes of the first sentence of this Section 4(h), the Board of Directors
                                            -----------
     of the Company shall determine, in good faith, which determination shall be
     described  in  a  duly  adopted board resolution certified by the Company's
     Secretary  or  Assistant  Secretary, the fair value of the rights, options,
     warrants, or convertible or exchangeable securities then being sold as part
     of  such  unit. Such adjustment shall be made successively whenever such an
     issuance  occurs,  and in the event that such rights, options, warrants, or
     convertible or exchangeable securities expire or cease to be convertible or
     exchangeable  before  they  are  exercised, converted, or exchanged (as the
     case may be), then the Warrant Price shall again be adjusted to the Warrant
     Price  that  would  then  be  in  effect  if such sale and issuance had not
     occurred,  but  such  subsequent  adjustment shall not affect the number of
     Warrant  Shares  issued  upon any exercise of the Warrant prior to the date
     such subsequent adjustment is made.

          i. Adjustment of Number of Shares. Upon each adjustment in the Warrant
             ------------------------------
     Price,  the  number  of  Warrant  Shares  purchasable  hereunder  shall  be
     adjusted,  to  the  nearest  whole  share,  to  the  product  obtained  by
     multiplying  the  number of Warrant Shares purchasable immediately prior to
     such  adjustment in the Warrant Price by a fraction, the numerator of which
     shall  be  the  Warrant  Price immediately prior to such adjustment and the
     denominator of which shall be the Warrant Price immediately thereafter.

<PAGE>

          j. Determination of Fair Market Value. For purposes of this Section 4,
             ----------------------------------                       ---------
     "FAIR MARKET VALUE" of a share of Common Stock as of a particular date (the
     "DETERMINATION  DATE")  shall mean (i) if shares of Common Stock are traded
     on  a national securities exchange (an "EXCHANGE"), the weighted average of
     the closing sale price of a share of the Common Stock of the Company on the
     last five (5) trading days prior to the Determination Date reported on such
     Exchange  as  reported in The Wall Street Journal (weighted with respect to
     the trading volume with respect to each such day); (ii) if shares of Common
     Stock  are  not  traded  on  an  Exchange but trade in the over-the-counter
     market and such shares are quoted on the National Association of Securities
     Dealers Automated Quotations System ("NASDAQ"), the weighted average of the
     closing  sale  price  of  a share of the Common Stock of the Company on the
     last  five  (5)  trading  days  prior to the Determination Date reported on
     NASDAQ as reported in The Wall Street Journal (weighted with respect to the
     trading  volume with respect to each such day); (iii) if such shares are an
     issue for which last sale prices are not reported on NASDAQ, the average of
     the  closing sale price, in each case on the last five (5) trading days (or
     if  the  relevant price or quotation did not exist on any of such days, the
     relevant  price  or  quotation  on the next preceding business day on which
     there  was  such  a  price or quotation) prior to the Determination Date as
     reported by the Over the Counter Bulletin Board (the "OTCBB"), the National
     Quotation  Bureau,  Incorporated, or any other successor organization; (iv)
     if  no  closing  sales price is reported for the Common Stock by the OTCBB,
     National Quotation Bureau, Incorporated or any other successor organization
     for such day, the average of the high and low bid and asked price of any of
     the  market  makers for the Common Stock as reported on the OTCBB or in the
     "pink sheets" by the Pink Sheets, LLC on the last five (5) trading days; or
     (v)  if  no  price  can  be determined on the basis of the above methods of
     valuation, then the judgment of valuation shall be determined in good faith
     by  the  Board  of  Directors  of the Company, which determination shall be
     described  in  a  duly  adopted board resolution certified by the Company's
     Secretary  or Assistant Secretary. If the Board of Directors of the Company
     is  unable to determine any Valuation (as defined below), or if the holders
     of  at least fifty percent (50%) of all of the Warrant Shares then issuable
     hereunder  (collectively,  the  "REQUESTING  HOLDERS")  disagree  with  the
     Board's  determination  of any Valuation by written notice delivered to the
     Company  within  five  (5) business days after the determination thereof by
     the  Board  of  Directors  of the Company is communicated to holders of the
     Warrants affected thereby, which notice specifies a majority-in-interest of
     the  Requesting  Holders' determination of such Valuation, then the Company
     and  a  majority-in-interest  of  the  Requesting  Holders  shall  select a
     mutually  acceptable  investment  banking firm of national reputation which
     has  not had a material relationship with the Company or any officer of the
     Company  within  the  preceding  two  (2) years, which shall determine such
     Valuation.  Such  investment banking firm's determination of such Valuation
     shall  be  final,  binding and conclusive on the Company and the holders of
     all  of  the  Warrants  issued  hereunder and then outstanding. Any and all
     costs  and  fees  of such investment banking firm shall be borne equally by
     the Company and the Requesting Holders, however, if the Valuation is within
     ninety  percent  (90%)  of  either  party's valuation, then the other party
     shall  pay  all  of the costs and fees of such investment banking firm. For
     purposes  of  this  Section  4(j),  the  term  "VALUATION"  shall  mean the
                         ------------
     determination,  to  be  made  initially  by  the  Board of Directors of the
     Company,  of  the  fair  market value per share of Common Stock pursuant to
     clause (v) above.

          k.  Subsequent  Changes.  If,  at any time after any adjustment of the
              -------------------
     Warrant Price shall have been made hereunder as the result of any issuance,
     sale  or  grant  of  any  rights,  options,  warrants  or  convertible  or

<PAGE>

     exchangeable  securities,  any  of  such rights, options or warrants or the
     rights  of  conversion  or  exchange  associated  with  such convertible or
     exchangeable  securities shall expire by their terms or any of such rights,
     options,  warrants  or  convertible  or  exchangeable  securities  shall be
     repurchased  by  the  Company  or  a  Subsidiary  for  a  consideration per
     underlying  share  of  Common  Stock  not  exceeding  the  amount  of  such
     consideration received by the Company in connection with the issuance, sale
     or  grant  of such rights, options, warrants or convertible or exchangeable
     securities,  the  Warrant Price then in effect shall forthwith be increased
     to the Warrant Price that would have been in effect if such expiring right,
     option  or  warrant or rights of conversion or exchange or such repurchased
     rights,  options,  warrants  or  convertible or exchangeable securities had
     never  been  issued. Similarly, if at any time after any such adjustment of
     the  Warrant  Price shall have been made pursuant to Section 4(h) above (i)
                                                          ------------
     any additional aggregate consideration is received or becomes receivable by
     the  Company  in  connection  with the issuance or exercise of such rights,
     options,  warrants or convertible or exchangeable securities; or (ii) there
     is  a  reduction  in  the  conversion  or exchange ratio applicable to such
     convertible or exchangeable securities so that fewer shares of Common Stock
     will  be  issuable  upon  the  conversion or exchange thereof or there is a
     decrease  in the number of shares of Common Stock issuable upon exercise of
     such  rights,  options or warrants (except where such reduction or decrease
     results  from a combination of shares described in Section 4(c) above), the
                                                        ------------
     Warrant  Price  then in effect shall be forthwith readjusted to the Warrant
     Price  that  would  have been in effect had such changes taken place at the
     time  that  such  rights,  options, warrants or convertible or exchangeable
     securities  were  initially  issued, granted or sold. In no event shall any
     readjustment  under  this  Section  4(k) affect the validity of any Warrant
                                -------------
     Shares issued upon any exercise of this Warrant prior to such readjustment.

          l. Excluded Transactions. Notwithstanding the foregoing, Sections 4(f)
             ---------------------                                 -------------
     or  4(h)  above  shall  not  apply  to: (i) the Company's offering of up to
         ---
     750,000 shares of Series A Convertible Preferred Stock, with related Series
     A  Warrants  and  Series  B  Warrants,  and up to 76,201 shares of Series B
     Convertible  Preferred  Stock  and Series C Convertible Preferred Stock, in
     the  aggregate,  pursuant  to  the  Securities  Purchase and Share Exchange
     Agreement  of  even  date  herewith (the "OFFERING"); (ii) shares of Common
     Stock  issued or deemed issued to employees or directors of, or consultants
     to,  the  Company or any of its subsidiaries for services rendered pursuant
     to  a plan, agreement, or arrangement approved by the Board of Directors of
     the  Company  (including  5,000  shares of Common Stock per month issued or
     issuable  to  a  third party in connection with the provision of guarantees
     for  certain  obligations of the Company); (iii) the issuance of securities
     pursuant  to  the  conversion  or  exercise  of  convertible or exercisable
     securities  outstanding  on  the  date  hereof; (iv) shares of Common Stock
     issued  in  connection  with  any  stock  split  or stock dividend; (v) the
     issuance  of  Series  A  Convertible  Preferred Stock, Series B Convertible
     Preferred  Stock,  Series C Convertible Preferred Stock, Series A Warrants,
     Series B Warrants, Series C Warrants or Series D Warrant in connection with
     the  Offering;  (vi) the issuance of shares of Common Stock upon conversion
     or  exercise,  as  applicable, of the Series A Convertible Preferred Stock,
     Series B Convertible Preferred Stock, Series C Convertible Preferred Stock,
     Series A Warrants, Series B Warrants, Series C Warrants or Series D Warrant
     in  connection  with  the  Offering, in each case, provided the issuance is
     pursuant  to  the  terms  of  such  option  or  convertible security; (vii)
     warrants  issued  to  Midtown  Partners  &  Co., LLC, as placement agent in
     connection  with  Offering, and shares of Common Stock issued in connection
     with the exercise thereof; (viii) shares of Common Stock issued or issuable
     in  connection with a bona fide joint venture or business acquisition of or

<PAGE>

     by  the  Company, whether by merger, consolidation, sale of assets, sale or
     exchange  of  stock,  or  otherwise;  provided  that  any  such issuance is
     approved  by the Board of Directors, and, at the time of such issuance, the
     aggregate  of  that  issuance  and  similar issuances in the then preceding
     twelve  (12)  month  period  shall  not  exceed  ten  percent  (10%) of the
     then-outstanding  Common Stock of the Company (assuming full conversion and
     exercise  of  all convertible and exercisable securities); (ix) the Reverse
     Merger  (as  defined  in  the  Certificate  of Designations of the Series A
     Convertible  Preferred Stock); and (x) Series A Warrants issued pursuant to
     Section  2  of  the  Investor  Rights  Agreement of even date herewith (the
     "INVESTOR RIGHTS AGREEMENT")(collectively, the "EXEMPT SECURITIES").

     5.     Notice  of Adjustments.  Whenever the Warrant Price or the number of
            ----------------------
Warrant  Shares  purchasable  hereunder  shall be adjusted pursuant to Section 4
                                                                       ---------
hereof,  the  Company  shall deliver to the holder of this Warrant a certificate
signed  by  its chief financial officer setting forth, in reasonable detail, the
event  requiring  the  adjustment,  the  amount of the adjustment, the method by
which  such  adjustment  was calculated, and the Warrant Price and the number of
Warrant  Shares  purchasable  hereunder  after giving effect to such adjustment.

     6.     Dividends.  Intentionally  omitted.
            ---------

     7.     Fractional  Shares.  No  fractional  shares  of Common Stock will be
            ------------------
issued in connection with any exercise hereunder, but in lieu of such fractional
shares  the  Company shall make a cash payment therefor based on the fair market
value (as determined in accordance with Section 4(j) above) of a share of Common
                                        ------------
Stock  on  the date of exercise, or round up to the next whole number of shares,
at  the  Company's  option.

     8.     Compliance  with  Securities  Act  and  Investor  Rights  Agreement;
            --------------------------------------------------------------------
            Disposition  of  Warrant  or  Warrant  Shares.
            ----------------------------------------------

          a.  Compliance  with  Securities  Act.  The holder of this Warrant, by
              ---------------------------------
     acceptance  hereof, agrees that this Warrant and the shares of Common Stock
     to  be  issued  upon  exercise hereof are being acquired for investment and
     that such holder will not offer, sell or otherwise dispose of this Warrant,
     or  any  shares  of  Common  Stock to be issued upon exercise hereof except
     under  circumstances which will not result in a violation of the Securities
     Act.  Upon  exercise  of  this  Warrant, the holder hereof shall confirm in
     writing,  by executing the form attached as Schedule 1 to Exhibit A hereto,
                                                               ---------
     that  the  shares  of  Common  Stock  so  purchased  are being acquired for
     investment  and not with a view toward distribution or resale. This Warrant
     and all shares of Common Stock issued upon exercise of this Warrant (unless
     registered  under  the Securities Act) shall be stamped or imprinted with a
     legend in substantially the following form:

"THE  SECURITIES  EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT  OF  1933, AS AMENDED, OR ANY STATE SECURITIES LAWS.  NO SALE OR DISPOSITION
MAY BE EFFECTED WITHOUT (i) AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO,
(ii)  AN  OPINION  OF  COUNSEL  FOR  THE  HOLDER, REASONABLY SATISFACTORY TO THE
COMPANY,  THAT  SUCH  REGISTRATION IS NOT REQUIRED, (iii) RECEIPT OF A NO-ACTION
LETTER(S)  FROM  THE  APPROPRIATE GOVERNMENTAL AUTHORITY(IES), OR (iv) OTHERWISE

<PAGE>

COMPLYING  WITH  THE  PROVISIONS  OF  SECTION 8 OF THE WARRANT UNDER WHICH THESE
SECURITIES  WERE  ISSUED  DIRECTLY  OR  INDIRECTLY."

In  addition,  in  connection  with  the  issuance  of  this Warrant, the holder
specifically represents to the Company by acceptance of this Warrant as follows:

          (1)  The  holder  is  aware  of  the  Company's  business  affairs and
     financial  condition,  and  has  acquired  information  about  the  Company
     sufficient  to reach an informed and knowledgeable decision to acquire this
     Warrant.  The  holder  is  acquiring  this  Warrant for its own account for
     investment  purposes  only  and  not  with  a view to, or for the resale in
     connection  with, any "distribution" thereof for purposes of the Securities
     Act.

          (2)  The  holder  understands that this Warrant and the Warrant Shares
     have  not  been  registered  under  the  Securities  Act in reliance upon a
     specific  exemption  therefrom,  which  exemption depends upon, among other
     things, the bona fide nature of the holder's investment intent as expressed
     herein. In this connection, the holder understands that, in the view of the
     SEC,  the  statutory  basis  for  such  exemption may be unavailable if the
     holder's  representation  was predicated solely upon a present intention to
     hold  the  Warrant  and  the  Warrant  Shares for the minimum capital gains
     period  specified  under  applicable  tax laws, for a deferred sale, for or
     until  an  increase  or decrease in the market price of the Warrant and the
     Warrant  Shares,  or for a period of one (1) year or any other fixed period
     in the future.

          (3)  The  holder further understands that this Warrant and the Warrant
     Shares  must  be held indefinitely unless subsequently registered under the
     Securities  Act  and  any  applicable  state  securities  laws,  or  unless
     exemptions from registration are otherwise available.

          (4)  The  holder  is  aware  of  the  provisions of Rule 144 and 144A,
     promulgated  under  the Securities Act, which, in substance, permit limited
     public  resale of "restricted securities" acquired, directly or indirectly,
     from  the  issuer  thereof  (or  from  an  affiliate  of such issuer), in a
     non-public  offering  subject to the satisfaction of certain conditions, if
     applicable,  including,  among  other  things:  the availability of certain
     public  information  about  the Company, the resale occurring not less than
     one  (1)  year after the party has purchased and paid for the securities to
     be  sold;  the sale being made through a broker in an unsolicited "broker's
     transaction"  or in transactions directly with a market maker (as said term
     is  defined  under the Securities Exchange Act of 1934, as amended) and the
     amount  of  securities  being  sold  during  any  three (3)month period not
     exceeding the specified limitations stated therein.

          (5)  The holder further understands that at the time it wishes to sell
     this  Warrant  and  the  Warrant  Shares there may be no public market upon
     which  to  make  such  a  sale, and that, even if such a public market then
     exists,  the  Company  may not be satisfying the current public information
     requirements  of Rule 144 and 144A, and that, in such event, the holder may
     be  precluded  from  selling this Warrant and the Warrant Shares under Rule
     144  and  144A  even  if  the  one (1)-year minimum holding period has been
     satisfied.

          (6)  The holder further understands that, in the event that all of the
     requirements of Rule 144 and 144A are not satisfied, registration under the
     Securities  Act,  compliance  with Regulation A, or some other registration

<PAGE>

     exemption  will  be  required; and that, notwithstanding the fact that Rule
     144  and  144A  are  not  exclusive, the Staff of the SEC has expressed its
     opinion  that  persons proposing to sell private placement securities other
     than  in  a registered offering and otherwise than pursuant to Rule 144 and
     144A  will  have  a  substantial  burden  of  proof in establishing that an
     exemption from registration is available for such offers or sales, and that
     such  persons  and  their  respective  brokers  who  participate  in  such
     transactions do so at their own risk.

          b.  Compliance  with  Investor  Rights  Agreement.  The holder of this
              ---------------------------------------------
     Warrant,  by acceptance hereof, understands and agrees that this Warrant is
     subject  to,  and  the transfer of the Warrant Shares may be prohibited by,
     the  Investor  Rights Agreement, and holder hereby specifically understands
     and agrees as follows:

THIS WARRANT, AND THE SALE, PLEDGE, HYPOTHECATION, OR TRANSFER OF THE SECURITIES
EVIDENCED  HEREBY, ARE SUBJECT TO, AND IN CERTAIN CASES PROHIBITED BY, THE TERMS
AND CONDITIONS OF THAT CERTAIN INVESTOR RIGHTS AGREEMENT, OF EVEN DATE HEREWITH,
BY  AND  AMONG  THE  HOLDER,  THE  COMPANY,  AND CERTAIN HOLDERS OF STOCK OF THE
COMPANY,  AND,  BY  ACCEPTING  ANY  INTEREST  HEREIN,  THE PERSON ACCEPTING SUCH
INTEREST SHALL BE DEEMED TO AGREE TO AND SHALL BE BOUND BY ALL OF THE PROVISIONS
OF SUCH AGREEMENT.  COPIES OF THE INVESTOR RIGHTS AGREEMENT MAY BE OBTAINED UPON
WRITTEN  REQUEST  TO  THE  COMPANY'S  SECRETARY.

          c.  Exchange.  This  Warrant  may be exchanged, without payment of any
              --------
     service  charge, for one (1) or more new Warrants of like tenor exercisable
     for  the  same aggregate number of shares of Common Stock upon surrender to
     the  Company  by  the  registered  holder  hereof  in  person  or  by legal
     representative or by attorney duly authorized in writing and, upon issuance
     of  the new Warrant or Warrants, the surrendered Warrant shall be cancelled
     and disposed of by the Company.

          d.  Disposition  of  Warrant  or  Warrant  Shares. With respect to any
              ---------------------------------------------
     offer,  sale  or  other  disposition of this Warrant, or any Warrant Shares
     acquired  pursuant to the exercise of this Warrant prior to registration of
     such  Warrant  or  Warrant  Shares,  the  holder hereof and each subsequent
     holder  of  this Warrant agrees to give written notice to the Company prior
     thereto,  describing  briefly  the  manner thereof, together with a written
     opinion  of  such holder's counsel, if reasonably requested by the Company,
     to  the  effect  that such offer, sale or other disposition may be effected
     without  registration or qualification (under the Securities Act as then in
     effect  or any federal or state law then in effect) of this Warrant or such
     Warrant  Shares  and  indicating  whether  or  not under the Securities Act
     certificates  for  this  Warrant  or  such  Warrant  Shares  to  be sold or
     otherwise  disposed  of  require  any  restrictive  legend as to applicable
     restrictions  on  transferability  in  order  to  ensure  compliance  with
     applicable laws. Promptly upon receiving such written notice and reasonably
     satisfactory  opinion,  if  so  requested,  the  Company,  as  promptly  as
     practicable,  shall  notify  such  holder  that  such  holder  may  sell or
     otherwise dispose of this Warrant or such Warrant Shares, all in accordance
     with  the  terms of the notice delivered to the Company. If a determination
     has been made pursuant to this Section 8(d) that the opinion of counsel for
                                    -----------
     the holder is not reasonably satisfactory to the Company, the Company shall
     so  notify  the  holder promptly after such determination has been made and
     neither  this  Warrant  nor  any  Warrant Shares shall be sold or otherwise

<PAGE>

     disposed  of  until  such  disagreement  has  been  resolved. The foregoing
     notwithstanding,  this  Warrant  or  such Warrant Shares may (i) as to such
     federal  laws, be offered, sold or otherwise disposed of in accordance with
     Rule 144 and 144A under the Securities Act, provided that the Company shall
     have  been  furnished  with  such information as the Company may reasonably
     request  to  provide a reasonable assurance that the provisions of Rule 144
     and  144A  have  been  satisfied  and (ii) be offered, sold, distributed or
     otherwise  transferred  to  Affiliates of the Holder without regard to this
     Section  8(d),  but  only  if  the  Company  is in receipt of an opinion of
     counsel  as  to the permissibility of such transfer under federal and state
     securities  laws and an investor representation letter from the transferee,
     in  form  and  substance  reasonably  satisfactory  to  the  Company.  Each
     certificate  representing  this  Warrant  or  the  Warrant  Shares  thus
     transferred (except a transfer pursuant to Rule 144) shall bear a legend as
     to  the  applicable  restrictions  on  transferability  in  order to ensure
     compliance  with such laws, unless, in the aforesaid opinion of counsel for
     the  holder, such legend is not required in order to ensure compliance with
     such laws. The Company may issue stop transfer instructions to its transfer
     agent  or,  if  acting  as  its  own  transfer  agent, the Company may stop
     transfer  on  its corporate books, in connection with such restrictions. As
     used  herein,  "AFFILIATE  OF  THE  HOLDER"  shall  mean  (x)  any  owner,
     shareholder, partner or member of the Holder, and (y) any other Person that
     directly  or indirectly, through one or more intermediaries, Controls or is
     Controlled by or is under common Control with the Holder.

     9.     Rights  as Stockholders; Information.  No holder of this Warrant, as
            ------------------------------------
such,  shall  be entitled to vote or be deemed the holder of Common Stock or any
other  securities  of  the  Company  which  may  at  any time be issuable on the
exercise  hereof  for  any  purpose,  nor  shall  anything  contained  herein be
construed  to confer upon the holder of this Warrant, as such, any of the rights
of  a  stockholder  of  the Company or any right to vote for the election of the
directors  or  upon any matter submitted to stockholders at any meeting thereof,
or  to  receive notice of meetings, until this Warrant shall have been exercised
and  the  Warrant  Shares purchasable upon the exercise hereof shall have become
deliverable,  as  provided  herein.  The  foregoing notwithstanding, the Company
will  transmit  to  the  holder  of this Warrant such information, documents and
reports  as  are  generally distributed to the holders of any class or series of
the  securities of the Company concurrently with the distribution thereof to the
stockholders.

     10.     Intentionally  Omitted.

     11.     Additional  Rights.
             ------------------

          11.1  Mergers.  In  the event that the Company undertakes to (i) sell,
                -------
     lease, exchange, convey or otherwise dispose of all or substantially all of
     its  property or business; or (ii) merge into or consolidate with any other
     corporation  (other  than  a  wholly-owned  Subsidiary),  or  effect  any
     transaction  (including  a  merger  or  other  reorganization) or series of
     related  transactions, in which more than fifty percent (50%) of the voting
     power  of the Company is disposed of, the Company will use its best efforts
     to  provide at least thirty (30) days notice to the holder of the terms and
     conditions  of  the  proposed transaction. The Company shall cooperate with
     the  holder in consummating the sale of this Warrant in connection with any
     such transaction.

<PAGE>

     12.     Intentionally  Omitted.

     13.     Modification and Waiver.  This Warrant and any provision hereof may
             -----------------------
be  changed,  waived,  discharged or terminated only by an instrument in writing
signed  by  the  party  against  which  enforcement  of  the  same  is  sought.

     14.     Notices.  Unless  otherwise  specifically  provided  herein,  all
             -------
communications  under  this  Warrant  shall be in writing and shall be deemed to
have  been  duly  given  (i)  on the date of service if served personally on the
party  to whom notice is to be given; (ii) on the day of transmission if sent by
facsimile  transmission  to  the  number  shown on the books of the Company, and
telephonic  confirmation  of  receipt  is  obtained promptly after completion of
transmission;  (iii)  on  the  day  after delivery to Federal Express or similar
overnight  courier;  or  (iv)  on  the fifth day after mailing, if mailed to the
party  to  whom  notice  is  to  be  given,  by  first class mail, registered or
certified, postage prepaid, and properly addressed, return receipt requested, to
each  such  holder at its address as shown on the books of the Company or to the
Company at the address indicated therefor on the signature page of this Warrant.
Any  party  hereto  may  change  its  address for purposes of this Section 14 by
                                                                   ----------
giving the other party written notice of the new address in the manner set forth
herein.

     15.     Binding  Effect  on Successors.  This Warrant shall be binding upon
             ------------------------------
any  corporation  succeeding the Company by merger, consolidation or acquisition
of  all or substantially all of the Company's assets, and all of the obligations
of  the  Company  relating  to  the  Common  Stock issuable upon the exercise or
conversion  of  this  Warrant  shall  survive  the  exercise,  conversion  and
termination  of  this  Warrant  and  all  of the covenants and agreements of the
Company  shall  inure to the benefit of the successors and assigns of the holder
hereof.  The  Company  will,  at  the time of the exercise or conversion of this
Warrant,  in  whole  or  in  part,  upon request of the holder hereof but at the
Company's  expense,  acknowledge  in  writing  its  continuing obligation to the
holder hereof in respect of any rights to which the holder hereof shall continue
to  be  entitled  after  such  exercise  or  conversion  in accordance with this
Warrant;  provided,  however,  that the failure of the holder hereof to make any
          --------   -------
such  request  shall  not affect the continuing obligation of the Company to the
holder  hereof  in  respect  of  such  rights.

     16.     Lost  Warrants or Stock Certificates.  The Company covenants to the
             ------------------------------------
holder  hereof  that,  upon  receipt  of evidence reasonably satisfactory to the
Company  of  the  loss,  theft, destruction or mutilation of this Warrant or any
stock  certificate  and,  in  the  case  of any loss, theft or destruction, upon
receipt of an executed lost securities bond or indemnity reasonably satisfactory
to  the  Company,  or  in  the  case  of  any such mutilation upon surrender and
cancellation  of  such  Warrant  or stock certificate, the Company will make and
deliver  a new Warrant or stock certificate, of like tenor, in lieu of the lost,
stolen,  destroyed  or  mutilated  Warrant  or  stock  certificate.

     17.     Descriptive  Headings.  The  descriptive  headings  of  the several
             ---------------------
paragraphs  of  this  Warrant  are  inserted  for  convenience  only  and do not
constitute  a  part  of  this  Warrant.

     18.     Governing  Law.  This  Warrant  shall  be construed and enforced in
             --------------
accordance with, and the rights of the parties shall be governed by, the laws of
the  State  of  Florida.

<PAGE>

     19.     Intentionally  Omitted.

     20.     Remedies.  In  case  any  one  (1)  or  more  of  the covenants and
             --------
agreements  contained  in  this  Warrant  shall  have been breached, the holders
hereof  (in the case of a breach by the Company), or the Company (in the case of
a  breach  by  a holder), may proceed to protect and enforce their or its rights
either by suit in equity and/or by action at law, including, but not limited to,
an  action  for  damages  as  a  result  of any such breach and/or an action for
specific  performance  of  any  such  covenant  or  agreement  contained in this
Warrant.

     21.     Acceptance.  Receipt  of  this  Warrant  by the holder hereof shall
             ----------
constitute  acceptance  of  and agreement to the foregoing terms and conditions.

     22.     No Impairment of Rights.  The Company will not, by amendment of its
             -----------------------
Certificate  of Incorporation or through any other means, avoid or seek to avoid
the  observance  or performance of any of the terms of this Warrant, but will at
all  times in good faith assist in the carrying out of all such terms and in the
taking of all such action as may be necessary or appropriate in order to protect
the  rights  of  the  holder  of  this  Warrant  against  impairment.


     IN  WITNESS  WHEREOF, the Company has caused this Warrant to be executed on
its  behalf  by  one  of  its  officers  thereunto  duly  authorized.


                                   CYTATION  CORPORATION

                                   /s/ Charles G. Masters
                                   ---------------------------------
                                   Charles G. Masters, Chief Executive Officer


Dated:  January  __,  2006.


                          NOTICE TO FLORIDA RESIDENTS:
                          ---------------------------

     WHERE  SALES ARE MADE TO FIVE OR MORE PERSONS IN FLORIDA (EXCLUDING CERTAIN
INSTITUTIONAL  PURCHASERS  DESCRIBED  IN  SECTION  517.061(7)  OF  THE  FLORIDA
SECURITIES AND INVESTOR PROTECTION ACT) (THE "ACT"), ANY SUCH SALE MADE PURSUANT
TO  SECTION  517.061(11)  OF  THE  ACT SHALL BE VOIDABLE BY THE PURCHASER EITHER
WITHIN  THREE  DAYS  AFTER  THE  FIRST  TENDER  OF CONSIDERATION IS MADE BY SUCH
PURCHASER TO THE ISSUER, OR AN AGENT OF THE ISSUER, OR AN ESCROW AGENT OR WITHIN
THREE  DAYS  AFTER  THE  AVAILABILITY  OF THAT PRIVILEGE IS COMMUNICATED TO SUCH
PURCHASER,  WHICHEVER  OCCURS  LATER.

<PAGE>

                                    EXHIBIT A
                               NOTICE OF EXERCISE
To:
1.     The  undersigned hereby elects to purchase      shares of Common Stock of
                                                  -----
          .  pursuant to the terms of the attached Warrant, and tenders herewith
----------
payment  of  the  purchase  price  of  such  shares  in  full.

2.     Please  issue  a  certificate or certificates representing said shares in
the  name  of  the  undersigned  or in such other name or names as are specified
below:


     -------------------------------
     (Name)


     -------------------------------

     -------------------------------
     (Address)


3.     The  undersigned  represents that the aforesaid shares are being acquired
for the account of the undersigned for investment and not with a view to, or for
resale in connection with, the distribution thereof and that the undersigned has
no  present  intention  of  distributing  or  reselling such shares.  In support
thereof,  the  undersigned  has  executed an Investment Representation Statement
attached  hereto  as  Schedule  1.



                                    -------------------------------
                                   (Signature)



     -------------------------------
      (Date)


<PAGE>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.5
<SEQUENCE>9
<FILENAME>ex10-5.txt
<DESCRIPTION>FORM OF SERIES B COMMON STOCK PURCHASE WARRANT
<TEXT>
EXHIBIT 10.5

THIS  WARRANT  OR  THE  SHARES  OF  COMMON  STOCK ISSUABLE UPON EXERCISE OF THIS
WARRANT  HAVE  NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
OR  ANY  STATE  SECURITIES LAWS.  NO SALE OR DISPOSITION MAY BE EFFECTED WITHOUT
(i)  AN  EFFECTIVE  REGISTRATION  STATEMENT  RELATED THERETO, (ii) AN OPINION OF
COUNSEL  FOR  THE  HOLDER,  REASONABLY  SATISFACTORY  TO  THE COMPANY, THAT SUCH
REGISTRATION  IS  NOT  REQUIRED, (iii) RECEIPT OF A NO-ACTION LETTER(S) FROM THE
APPROPRIATE  GOVERNMENTAL  AUTHORITY(IES),  OR (iv) OTHERWISE COMPLYING WITH THE
PROVISIONS  OF  SECTION  8  OF  THIS  WARRANT.
                ----------

                      SERIES B WARRANT TO PURCHASE  SHARES
                        OF COMMON STOCK (this "WARRANT")

Warrant No.:  B- __

Cytation  Corporation,  a Delaware corporation (the "COMPANY"), hereby certifies
that,  for  value  received,  _________________  (the  "HOLDER"),  or registered
assigns,  is the registered holder of a warrant (the "WARRANT") to subscribe for
and  purchase  _______________ shares of the fully paid and nonassessable Common
Stock  (as  adjusted  pursuant to Section 4 hereof, the "WARRANT SHARES") of the
                                  ---------
Company,  at  a  price  per  share  equal  to  two dollars and twenty five cents
($2.25)(the  "WARRANT PRICE," as adjusted pursuant to Section 4 hereof), subject
                                                      ---------
to  the  provisions  and  upon  the  terms and conditions hereinafter set forth.

     As  used  herein,  (a)  the  term  "COMMON  STOCK" shall mean the Company's
presently authorized Common Stock, par value $.001 per share, and any stock into
or  for which such Common Stock may hereafter be converted or exchanged, (b) the
term  "DATE  OF  GRANT"  shall  mean  January  __, 2006, and (c) the term "OTHER
WARRANTS"  shall  mean  any  warrant issued upon transfer or partial exercise of
this  Warrant.  The  term  "WARRANT"  as  used herein shall be deemed to include
Other  Warrants unless the context hereof or thereof clearly requires otherwise.
The  Warrant  evidenced  by this warrant certificate is a portion of a series of
like warrants (collectively, the "SERIES WARRANTS") exercisable for the purchase
of  up  to  an aggregate of up to 4,666,667 shares of the Company's Common Stock
(the  "SERIES  WARRANT SHARES"), on the Date of Grant, which Series Warrants are
evidenced by certificates of like tenor (the "SERIES WARRANT CERTIFICATES") that
have  been  issued  pursuant  to  that  certain Securities Purchase and Exchange
Agreement  of  even  date  herewith  (the  "PURCHASE  AGREEMENT").

     1.     Term.  The  purchase  right  represented  by  this  Warrant  is
            ----
exercisable,  in whole or in part, at any time after the earlier of (a) the date
the Registration Statement on Form SB-2 (or an alternative available form if the
Company  is  not  eligible  to  file  a  Form  SB-2)  covering  the Warrants and
underlying  Warrant Shares is declared effective; or (b) twelve (12) months from
the Date of Grant (the "INITIAL EXERCISE DATE") and from time to time thereafter
through and including the close of business on the date seven (7) years from the
Initial  Exercise  Date  (the "EXPIRATION DATE"); provided, however, that in the
                                                  --------  -------
event that any portion of this Warrant is unexercised as of the Expiration Date,
the  terms  of  Section  2(b),  below,  shall  apply.
                -------------

<PAGE>

     2.     Exercise;  Expiration;  Redemption.
            ----------------------------------

          a.  Method  of  Exercise; Payment; Issuance of New Warrant. Subject to
              -----------------------------
     Section  1  hereof,  the  purchase right represented by this Warrant may be
     ----------
     exercised  by  the holder hereof, in whole or in part and from time to time
     after the Initial Exercise Date, by the surrender of this Warrant (with the
     notice  of exercise form attached hereto as Exhibit A duly executed) at the
                                                 ---------
     principal  office  of  the  Company and by the payment to the Company of an
     amount  equal to the then applicable Warrant Price multiplied by the number
     of  Warrant  Shares  then  being  purchased. The person or persons in whose
     name(s)  any  certificate(s)  representing  shares of Common Stock shall be
     issuable  upon  exercise of this Warrant shall be deemed to have become the
     holder(s) of record of, and shall be treated for all purposes as the record
     holder(s)  of,  the  shares  represented  thereby (and such shares shall be
     deemed  to  have been issued) immediately prior to the close of business on
     the date or dates upon which this Warrant is exercised. In the event of any
     exercise  of  the  rights represented by this Warrant, certificates for the
     shares  of  stock  so  purchased shall be delivered to the holder hereof as
     soon  as  possible  and  in  any  event  within thirty (30) days after such
     exercise  and,  unless this Warrant has been fully exercised, a new Warrant
     representing  the  portion  of  the Warrant Shares, if any, with respect to
     which  this Warrant shall not then have been exercised shall also be issued
     to  the  holder  hereof  as  soon  as possible and in any event within such
     thirty (30)-day period.

          b.  Expiration.  In  the  event  that  any  portion of this Warrant is
              ----------
     unexercised  as  of the Expiration Date, such portion of this Warrant shall
     automatically  expire,  and the Holder shall have no rights with respect to
     such unexercised portion of this Warrant.

          c.  Maximum.  In no event shall any holder be entitled to exercise any
              -------
     Warrant  Shares  to  the  extent  that, after such exercise, the sum of the
     number  of  shares of Common Stock beneficially owned by any holder and its
     affiliates  (other  than  shares  of  Common  Stock  which  may  be  deemed
     beneficially  owned through the ownership of the unexercised portion of the
     Warrant  Shares  or  any  unexercised right held by any holder subject to a
     similar limitation), would result in beneficial ownership by any holder and
     its affiliates of more than 4.99% of the outstanding shares of Common Stock
     (after  taking into account the shares to be issued to the holder upon such
     exercise). For purposes of this Section 2(c), beneficial ownership shall be
                                     ------------
     determined  in accordance with Section 13(d) of the Securities Exchange Act
     of  1934,  as  amended.  Nothing  herein  shall  preclude  the  holder from
     disposing  of  a  sufficient  number  of  other  shares  of  Common  Stock
     beneficially  owned  by the holder so as to thereafter permit the continued
     exercise of this Warrant.

     3.     Stock  Fully  Paid;  Reservation of Shares.  All Warrant Shares that
            ------------------------------------------
may  be issued upon the exercise of the rights represented by this Warrant will,
upon  issuance  pursuant  to  the terms and conditions herein, be fully paid and
nonassessable,  and  free  from  all taxes (other than any taxes determined with
respect  to,  or  based  upon,  the income of the person to whom such shares are
issued),  liens  and  charges (other than liens or charges created by actions of
the  holder  of  this Warrant or the person to whom such shares are issued), and
pre-emptive  rights with respect to the issue thereof.  During the period within
which  the rights represented by this Warrant may be exercised, the Company will
at  all  times  have  authorized, and reserved for the purpose of the issue upon
exercise  of  the purchase rights evidenced by this Warrant, a sufficient number

<PAGE>

of  shares  of  its  Common  Stock  to  provide  for  the exercise of the rights
represented  by  this  Warrant.

     4.     Adjustment  of  Warrant  Price and Number of Shares.  The number and
            ---------------------------------------------------
kind of securities purchasable upon the exercise of this Warrant and the Warrant
Price  shall  be  subject to adjustment from time to time upon the occurrence of
certain  events,  as  follows:

          a. Adjustment for Initial Errors. The Company hereby acknowledges that
             -----------------------------
     the  number  of  Series  Warrant  Shares constituting the initial number of
     securities  purchasable  upon  the  exercise  of  the  Series Warrants (the
     "EXERCISE QUANTITY") was based upon the Company's representations as to the
     amount  of  outstanding  Common  Stock  (on a fully diluted basis excluding
     shares  issuable  pursuant  to  employee and director stock options) on the
     Date  of  Grant, as set forth in Section 2.1 (b) of the Purchase Agreement.
                                      --------------
     If  for  any reason it shall hereafter be determined that the actual amount
     of  Common Stock outstanding as of the Date of Grant caused the calculation
     of  the  Exercise  Quantity to be erroneous, then the Company or the holder
     (whichever  shall  discover  such  error)  shall  notify  the other of such
     determination  and  the  Company shall forthwith reissue the Warrant or the
     Series  Warrants,  as  the  case  may  be, with an appropriate proportional
     adjustment in said number to be effective from the Date of Grant.

          b. Reclassification or Merger. In case of any reclassification, change
             --------------------------
     or  conversion  of  securities  of the class issuable upon exercise of this
     Warrant  (other  than  a  change  in par value, or from par value to no par
     value,  or  from no par value to par value, or as a result of a subdivision
     or  combination),  or  in  case  of  any merger of the Company with or into
     another  corporation (other than a merger with another corporation in which
     the  Company  is the acquiring and the surviving corporation and which does
     not  result  in  any  reclassification  or change of outstanding securities
     issuable  upon  exercise of this Warrant), or in case of any sale of all or
     substantially  all  of  the  assets  of  the  Company, the Company, or such
     successor or purchasing corporation, as the case may be, shall duly execute
     and  deliver  to  the  holder  of  this  Warrant a new Warrant (in form and
     substance  satisfactory  to the holder of this Warrant), so that the holder
     of  this Warrant shall have the right to receive, at a total purchase price
     not  to exceed that payable upon the exercise of the unexercised portion of
     this  Warrant,  and  in  lieu  of  the  shares  of Common Stock theretofore
     issuable  upon  exercise  of this Warrant, the kind and amount of shares of
     stock,  other  securities,  money  and  property  receivable  upon  such
     reclassification,  change  or merger by a holder of the number of shares of
     Common  Stock  then  purchasable under this Warrant. Such new Warrant shall
     provide  for  adjustments  that  shall  be  as  nearly equivalent as may be
     practicable  to  the  adjustments  provided  for  in  this  Section  4. The
                                                                 ----------
     provisions  of  this  Section  4(b)  shall  similarly  apply  to successive
                           -------------
     reclassifications,  changes,  mergers  and  transfers.  Notwithstanding the
     foregoing,  this  Section  4(b)  shall  not apply to the Reverse Merger (as
                       ------------
     defined  in  the Certificate of Designations, Preferences and Rights of the
     Series A Convertible Preferred Stock (the "CERTIFICATE OF DESIGNATIONS")).

          c.  Subdivision  or  Combination  of Shares. If at any time while this
              ---------------------------------------
     Warrant  remains  outstanding  and unexpired the Company shall subdivide or
     combine  its outstanding shares of Common Stock, the Warrant Price shall be
     proportionately  decreased in the case of a subdivision or increased in the
     case  of  a combination, effective at the close of business on the date the
     subdivision or combination becomes effective.

<PAGE>

          d.  Stock  Dividends. If at any time while this Warrant is outstanding
              ----------------
     and unexpired the Company shall pay a dividend with respect to Common Stock
     payable in Common Stock, then the Warrant Price shall be adjusted, from and
     after  the  date  of determination of stockholders entitled to receive such
     dividend  or  distribution,  to  that  price  determined by multiplying the
     Warrant  Price in effect immediately prior to such date of determination by
     a  fraction  (i) the numerator of which shall be the total number of shares
     of  Common  Stock  outstanding immediately prior to such dividend, and (ii)
     the  denominator  of  which  shall  be the total number of shares of Common
     Stock outstanding immediately after such dividend.

          e. Intentionally Omitted.

          f.  Rights Offerings. In case the Company shall, at any time after the
              ----------------
     Date  of  Grant, issue rights, options or warrants to the holders of equity
     securities  of  the  Company,  entitling  them to subscribe for or purchase
     shares  of  Common  Stock  (or  securities convertible or exchangeable into
     Common  Stock)(excluding  Exempt  Securities,  as  defined  in Section 4(l)
                                                                    ------------
     below)  at  a  price  per  share of Common Stock (or having a conversion or
     exchange  price  per  share  of  Common  Stock if a security convertible or
     exchangeable into Common Stock) less than the Series A Conversion Price (as
     defined  in  the  Certificate of Designations) per share of Common Stock on
     the  record date for such issuance (or the date of issuance, if there is no
     record  date),  the  Warrant Price to be in effect on and after such record
     date  (or issuance date, as the case may be) shall be reduced, concurrently
     with  such  issue, to a price equal to the consideration received per share
     in  connection with the issuance of such additional shares of Common Stock.
     In case such purchase or subscription price may be paid in part or in whole
     in  a  form  other than cash, the fair value of such consideration shall be
     determined  by  the  Board of Directors of the Company in good faith as set
     forth  in  a  duly  adopted  board  resolution  certified  by the Company's
     Secretary  or  Assistant  Secretary.  Such  adjustment  shall  be  made
     successively  whenever  such an issuance occurs; and in the event that such
     rights,  options,  warrants,  or convertible or exchangeable securities are
     not  so  issued or expire or cease to be convertible or exchangeable before
     they  are exercised, converted, or exchanged (as the case may be), then the
     Warrant  Price  shall  again be adjusted to be the Warrant Price that would
     then  be  in  effect  if such issuance had not occurred; provided, however,
                                                              ------------------
     that  the Company shall adjust the number of Warrant Shares issued upon any
     exercise  of  this  Warrant  after the adjustment required pursuant to this
     Section  4(f)  but prior to the date such subsequent adjustment is made, in
     ------------
     order to equitably reflect the fact that such rights, options, warrants, or
     convertible  or  exchangeable  securities  were not so issued or expired or
     ceased  to  be  convertible  or  exchangeable  before  they were exercised,
     converted, or exchanged (as the case may be). g. Intentionally Omitted.

          h.  Other  Issuances  of  Securities.  In  case  the  Company  or  any
              --------------------------------
     Subsidiary  shall,  at  any  time  after the Date of Grant, issue shares of
     Common  Stock,  or rights, options, warrants or convertible or exchangeable
     securities  containing  the  right  to  subscribe for or purchase shares of
     Common  Stock  (excluding  (i)  shares,  rights,  options,  warrants,  or
     convertible or exchangeable securities or issued in any of the transactions
     described  in  Sections 4(b), 4(c), 4(d), or 4(f) above; (ii) shares issued
                    -------------------------    -----
     upon  the  exercise of such rights, options or warrants, or upon conversion
     or  exchange  of  such  convertible  or exchangeable securities; (iii) this
     Warrant  and  any  shares  issued  upon  exercise  thereof; and (iv) Exempt
     Securities,  as  defined  in  Section 4(l) below)), at a price per share of
                                   ------------

<PAGE>

     Common  Stock (determined in the case of such rights, options, warrants, or
     convertible  or  exchangeable  securities  by dividing (x) the total amount
     receivable by the Company in consideration of the sale and issuance of such
     rights,  options, warrants, or convertible or exchangeable securities, plus
     the  total  minimum  consideration  payable  to  the Company upon exercise,
     conversion,  or  exchange thereof by (y) the total maximum number of shares
     of  Common  Stock covered by such rights, options, warrants, or convertible
     or  exchangeable  securities)  lower than the Series A Conversion Price (as
     defined  in  Certificate  of Designations), then the Warrant Price shall be
     reduced,  concurrently  with  such  issue,  to  a  price  equal  to  the
     consideration  received  per  share in connection with the issuance of such
     additional shares of Common Stock. For the purposes of such adjustment, the
     maximum  number  of  shares  of  Common  Stock which the holder of any such
     rights,  options,  warrants or convertible or exchangeable securities shall
     be  entitled  to subscribe for or purchase shall be deemed to be issued and
     outstanding  as of the date of such sale and issuance and the consideration
     received  by  the  Company therefor shall be deemed to be the consideration
     received  by the Company for such rights, options, warrants, or convertible
     or  exchangeable  securities,  plus  the  minimum  consideration or premium
     stated  in  such  rights, options, warrants, or convertible or exchangeable
     securities  to  be  paid for the shares of Common Stock covered thereby. In
     case  the  Company  shall sell and issue shares of Common Stock, or rights,
     options, warrants, or convertible or exchangeable securities containing the
     right  to  subscribe  for  or  purchase  shares  of  Common  Stock  for  a
     consideration  consisting, in whole or in part, of property other than cash
     or its equivalent, then, in determining the price per share of Common Stock
     and  the  consideration  received  by the Company for purposes of the first
     sentence  of this Section 4(h), the Board of Directors of the Company shall
                       -----------
     determine,  in  good  faith,  the  fair  value  of  said property, and such
     determination  shall  be  described  in  a  duly  adopted  board resolution
     certified  by  the  Company's Secretary or Assistant Secretary. In case the
     Company  shall  sell and issue rights, options, warrants, or convertible or
     exchangeable  securities  containing the right to subscribe for or purchase
     shares  of Common Stock together with one (1) or more other securities as a
     part  of  a  unit  at  a price per unit, then, in determining the price per
     share  of  Common  Stock  and the consideration received by the Company for
     purposes of the first sentence of this Section 4(h), the Board of Directors
                                            -----------
     of the Company shall determine, in good faith, which determination shall be
     described  in  a  duly  adopted board resolution certified by the Company's
     Secretary  or  Assistant  Secretary, the fair value of the rights, options,
     warrants, or convertible or exchangeable securities then being sold as part
     of  such  unit. Such adjustment shall be made successively whenever such an
     issuance  occurs,  and in the event that such rights, options, warrants, or
     convertible or exchangeable securities expire or cease to be convertible or
     exchangeable  before  they  are  exercised, converted, or exchanged (as the
     case may be), then the Warrant Price shall again be adjusted to the Warrant
     Price  that  would  then  be  in  effect  if such sale and issuance had not
     occurred,  but  such  subsequent  adjustment shall not affect the number of
     Warrant  Shares  issued  upon any exercise of the Warrant prior to the date
     such subsequent adjustment is made.

          i. Adjustment of Number of Shares. Upon each adjustment in the Warrant
             ------------------------------
     Price,  the  number  of  Warrant  Shares  purchasable  hereunder  shall  be
     adjusted,  to  the  nearest  whole  share,  to  the  product  obtained  by
     multiplying  the  number of Warrant Shares purchasable immediately prior to
     such  adjustment in the Warrant Price by a fraction, the numerator of which

<PAGE>

     shall  be  the  Warrant  Price immediately prior to such adjustment and the
     denominator of which shall be the Warrant Price immediately thereafter.

          j. Determination of Fair Market Value. For purposes of this Section 4,
             ----------------------------------
     "FAIR MARKET VALUE" of a share of Common Stock as of a particular date (the
     "DETERMINATION  DATE")  shall mean (i) if shares of Common Stock are traded
     on  a national securities exchange (an "EXCHANGE"), the weighted average of
     the closing sale price of a share of the Common Stock of the Company on the
     last five (5) trading days prior to the Determination Date reported on such
     Exchange  as  reported in The Wall Street Journal (weighted with respect to
     the trading volume with respect to each such day); (ii) if shares of Common
     Stock  are  not  traded  on  an  Exchange but trade in the over-the-counter
     market and such shares are quoted on the National Association of Securities
     Dealers Automated Quotations System ("NASDAQ"), the weighted average of the
     closing  sale  price  of  a share of the Common Stock of the Company on the
     last  five  (5)  trading  days  prior to the Determination Date reported on
     NASDAQ as reported in The Wall Street Journal (weighted with respect to the
     trading  volume with respect to each such day); (iii) if such shares are an
     issue for which last sale prices are not reported on NASDAQ, the average of
     the  closing sale price, in each case on the last five (5) trading days (or
     if  the  relevant price or quotation did not exist on any of such days, the
     relevant  price  or  quotation  on the next preceding business day on which
     there  was  such  a  price or quotation) prior to the Determination Date as
     reported by the Over the Counter Bulletin Board (the "OTCBB"), the National
     Quotation  Bureau,  Incorporated, or any other successor organization; (iv)
     if  no  closing  sales price is reported for the Common Stock by the OTCBB,
     National Quotation Bureau, Incorporated or any other successor organization
     for such day, the average of the high and low bid and asked price of any of
     the  market  makers for the Common Stock as reported on the OTCBB or in the
     "pink sheets" by the Pink Sheets, LLC on the last five (5) trading days; or
     (v)  if  no  price  can  be determined on the basis of the above methods of
     valuation, then the judgment of valuation shall be determined in good faith
     by  the  Board  of  Directors  of the Company, which determination shall be
     described  in  a  duly  adopted board resolution certified by the Company's
     Secretary  or Assistant Secretary. If the Board of Directors of the Company
     is  unable to determine any Valuation (as defined below), or if the holders
     of  at least fifty percent (50%) of all of the Warrant Shares then issuable
     hereunder  (collectively,  the  "REQUESTING  HOLDERS")  disagree  with  the
     Board's  determination  of any Valuation by written notice delivered to the
     Company  within  five  (5) business days after the determination thereof by
     the  Board  of  Directors  of the Company is communicated to holders of the
     Warrants affected thereby, which notice specifies a majority-in-interest of
     the  Requesting  Holders' determination of such Valuation, then the Company
     and  a  majority-in-interest  of  the  Requesting  Holders  shall  select a
     mutually  acceptable  investment  banking firm of national reputation which
     has  not had a material relationship with the Company or any officer of the
     Company  within  the  preceding  two  (2) years, which shall determine such
     Valuation.  Such  investment banking firm's determination of such Valuation
     shall  be  final,  binding and conclusive on the Company and the holders of
     all  of  the  Warrants  issued  hereunder and then outstanding. Any and all
     costs  and  fees  of such investment banking firm shall be borne equally by
     the Company and the Requesting Holders, however, if the Valuation is within
     ninety  percent  (90%)  of  either  party's valuation, then the other party
     shall  pay  all  of the costs and fees of such investment banking firm. For
     purposes  of  this  Section  4(j),  the  term  "VALUATION"  shall  mean the
                         ------------
     determination,  to  be  made  initially  by  the  Board of Directors of the
     Company,  of  the  fair  market value per share of Common Stock pursuant to
     clause (v) above.

<PAGE>

          k.  Subsequent  Changes.  If,  at any time after any adjustment of the
              -------------------
     Warrant Price shall have been made hereunder as the result of any issuance,
     sale  or  grant  of  any  rights,  options,  warrants  or  convertible  or
     exchangeable  securities,  any  of  such rights, options or warrants or the
     rights  of  conversion  or  exchange  associated  with  such convertible or
     exchangeable  securities shall expire by their terms or any of such rights,
     options,  warrants  or  convertible  or  exchangeable  securities  shall be
     repurchased  by  the  Company  or  a  Subsidiary  for  a  consideration per
     underlying  share  of  Common  Stock  not  exceeding  the  amount  of  such
     consideration received by the Company in connection with the issuance, sale
     or  grant  of such rights, options, warrants or convertible or exchangeable
     securities,  the  Warrant Price then in effect shall forthwith be increased
     to the Warrant Price that would have been in effect if such expiring right,
     option  or  warrant or rights of conversion or exchange or such repurchased
     rights,  options,  warrants  or  convertible or exchangeable securities had
     never  been  issued. Similarly, if at any time after any such adjustment of
     the  Warrant  Price shall have been made pursuant to Section 4(h) above (i)
                                                          -----------
     any additional aggregate consideration is received or becomes receivable by
     the  Company  in  connection  with the issuance or exercise of such rights,
     options,  warrants or convertible or exchangeable securities; or (ii) there
     is  a  reduction  in  the  conversion  or exchange ratio applicable to such
     convertible or exchangeable securities so that fewer shares of Common Stock
     will  be  issuable  upon  the  conversion or exchange thereof or there is a
     decrease  in the number of shares of Common Stock issuable upon exercise of
     such  rights,  options or warrants (except where such reduction or decrease
     results  from a combination of shares described in Section 4(c) above), the
                                                        -----------
     Warrant  Price  then in effect shall be forthwith readjusted to the Warrant
     Price  that  would  have been in effect had such changes taken place at the
     time  that  such  rights,  options, warrants or convertible or exchangeable
     securities  were  initially  issued, granted or sold. In no event shall any
     readjustment  under  this  Section  4(k) affect the validity of any Warrant
                                ------------
     Shares issued upon any exercise of this Warrant prior to such readjustment.

          l. Excluded Transactions. Notwithstanding the foregoing, Sections 4(f)
             ---------------------                                 -------------
     or  4(h)  above  shall  not  apply  to: (i) the Company's offering of up to
         ---
     750,000 shares of Series A Convertible Preferred Stock, with related Series
     A  Warrants  and  Series  B  Warrants,  and up to 76,201 shares of Series B
     Convertible  Preferred  Stock  and Series C Convertible Preferred Stock, in
     the  aggregate,  pursuant  to  the  Securities  Purchase and Share Exchange
     Agreement  of  even  date  herewith (the "OFFERING"); (ii) shares of Common
     Stock  issued or deemed issued to employees or directors of, or consultants
     to,  the  Company or any of its subsidiaries for services rendered pursuant
     to  a plan, agreement, or arrangement approved by the Board of Directors of
     the  Company  (including  5,000  shares of Common Stock per month issued or
     issuable  to  a  third party in connection with the provision of guarantees
     for  certain  obligations of the Company); (iii) the issuance of securities
     pursuant  to  the  conversion  or  exercise  of  convertible or exercisable
     securities  outstanding  on  the  date  hereof; (iv) shares of Common Stock
     issued  in  connection  with  any  stock  split  or stock dividend; (v) the
     issuance  of  Series  A  Convertible  Preferred Stock, Series B Convertible
     Preferred  Stock,  Series C Convertible Preferred Stock, Series A Warrants,
     Series B Warrants, Series C Warrants or Series D Warrant in connection with
     the  Offering;  (vi) the issuance of shares of Common Stock upon conversion
     or  exercise,  as  applicable, of the Series A Convertible Preferred Stock,
     Series B Convertible Preferred Stock, Series C Convertible Preferred Stock,
     Series A Warrants, Series B Warrants, Series C Warrants or Series D Warrant
     in  connection  with  the  Offering, in each case, provided the issuance is
     pursuant  to  the  terms  of  such  option  or  convertible security; (vii)
     warrants  issued  to  Midtown  Partners  &  Co., LLC, as placement agent in

<PAGE>

     connection  with  Offering, and shares of Common Stock issued in connection
     with the exercise thereof; (viii) shares of Common Stock issued or issuable
     in  connection with a bona fide joint venture or business acquisition of or
     by  the  Company, whether by merger, consolidation, sale of assets, sale or
     exchange  of  stock,  or  otherwise;  provided  that  any  such issuance is
     approved  by the Board of Directors, and, at the time of such issuance, the
     aggregate  of  that  issuance  and  similar issuances in the then preceding
     twelve  (12)  month  period  shall  not  exceed  ten  percent  (10%) of the
     then-outstanding  Common Stock of the Company (assuming full conversion and
     exercise  of  all convertible and exercisable securities); (ix) the Reverse
     Merger  (as  defined  in  the  Certificate  of Designations of the Series A
     Convertible  Preferred Stock); and (x) Series A Warrants issued pursuant to
     Section  2  of  the  Investor  Rights  Agreement of even date herewith (the
     "INVESTOR RIGHTS AGREEMENT")(collectively, the "EXEMPT SECURITIES").

     5.     Notice  of Adjustments.  Whenever the Warrant Price or the number of
            ----------------------
Warrant  Shares  purchasable  hereunder  shall be adjusted pursuant to Section 4
                                                                       ---------
hereof,  the  Company  shall deliver to the holder of this Warrant a certificate
signed  by  its chief financial officer setting forth, in reasonable detail, the
event  requiring  the  adjustment,  the  amount of the adjustment, the method by
which  such  adjustment  was calculated, and the Warrant Price and the number of
Warrant  Shares  purchasable  hereunder  after giving effect to such adjustment.

     6.     Dividends.  Intentionally  omitted.
            ---------

     7.     Fractional  Shares.  No  fractional  shares  of Common Stock will be
            ------------------
issued in connection with any exercise hereunder, but in lieu of such fractional
shares  the  Company shall make a cash payment therefor based on the fair market
value (as determined in accordance with Section 4(j) above) of a share of Common
                                        ------------
Stock  on  the date of exercise, or round up to the next whole number of shares,
at  the  Company's  option.

     8.     Compliance  with  Securities  Act  and  Investor  Rights  Agreement;
            --------------------------------------------------------------------
            Disposition  of  Warrant  or  Warrant  Shares.
            ---------------------------------------------

          a.  Compliance  with  Securities  Act.  The holder of this Warrant, by
              ---------------------------------
     acceptance  hereof, agrees that this Warrant and the shares of Common Stock
     to  be  issued  upon  exercise hereof are being acquired for investment and
     that such holder will not offer, sell or otherwise dispose of this Warrant,
     or  any  shares  of  Common  Stock to be issued upon exercise hereof except
     under  circumstances which will not result in a violation of the Securities
     Act.  Upon  exercise  of  this  Warrant, the holder hereof shall confirm in
     writing,  by executing the form attached as Schedule 1 to Exhibit A hereto,
                                                               ----------
     that  the  shares  of  Common  Stock  so  purchased  are being acquired for
     investment  and not with a view toward distribution or resale. This Warrant
     and all shares of Common Stock issued upon exercise of this Warrant (unless
     registered  under  the Securities Act) shall be stamped or imprinted with a
     legend in substantially the following form:

     "THE  SECURITIES  EVIDENCED  HEREBY  HAVE  NOT  BEEN  REGISTERED  UNDER THE
     SECURITIES  ACT  OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. NO SALE
     OR  DISPOSITION  MAY  BE  EFFECTED  WITHOUT  (i)  AN EFFECTIVE REGISTRATION
     STATEMENT  RELATED  THERETO,  (ii)  AN  OPINION  OF COUNSEL FOR THE HOLDER,
     REASONABLY  SATISFACTORY  TO  THE  COMPANY,  THAT  SUCH REGISTRATION IS NOT
     REQUIRED, (iii) RECEIPT OF A NO-ACTION

<PAGE>

     LETTER(S)  FROM  THE  APPROPRIATE  GOVERNMENTAL  AUTHORITY(IES),  OR  (iv)
     OTHERWISE  COMPLYING  WITH THE PROVISIONS OF SECTION 8 OF THE WARRANT UNDER
                                                  ---------
     WHICH THESE SECURITIES WERE ISSUED DIRECTLY OR INDIRECTLY."

In  addition,  in  connection  with  the  issuance  of  this Warrant, the holder
specifically represents to the Company by acceptance of this Warrant as follows:

          (1)  The  holder  is  aware  of  the  Company's  business  affairs and
     financial  condition,  and  has  acquired  information  about  the  Company
     sufficient  to reach an informed and knowledgeable decision to acquire this
     Warrant.  The  holder  is  acquiring  this  Warrant for its own account for
     investment  purposes  only  and  not  with  a view to, or for the resale in
     connection  with, any "distribution" thereof for purposes of the Securities
     Act.

          (2)  The  holder  understands that this Warrant and the Warrant Shares
     have  not  been  registered  under  the  Securities  Act in reliance upon a
     specific  exemption  therefrom,  which  exemption depends upon, among other
     things, the bona fide nature of the holder's investment intent as expressed
     herein. In this connection, the holder understands that, in the view of the
     SEC,  the  statutory  basis  for  such  exemption may be unavailable if the
     holder's  representation  was predicated solely upon a present intention to
     hold  the  Warrant  and  the  Warrant  Shares for the minimum capital gains
     period  specified  under  applicable  tax laws, for a deferred sale, for or
     until  an  increase  or decrease in the market price of the Warrant and the
     Warrant  Shares,  or for a period of one (1) year or any other fixed period
     in the future.

          (3)  The  holder further understands that this Warrant and the Warrant
     Shares  must  be held indefinitely unless subsequently registered under the
     Securities  Act  and  any  applicable  state  securities  laws,  or  unless
     exemptions from registration are otherwise available.

          (4)  The  holder  is  aware  of  the  provisions of Rule 144 and 144A,
     promulgated  under  the Securities Act, which, in substance, permit limited
     public  resale of "restricted securities" acquired, directly or indirectly,
     from  the  issuer  thereof  (or  from  an  affiliate  of such issuer), in a
     non-public  offering  subject to the satisfaction of certain conditions, if
     applicable,  including,  among  other  things:  the availability of certain
     public  information  about  the Company, the resale occurring not less than
     one  (1)  year after the party has purchased and paid for the securities to
     be  sold;  the sale being made through a broker in an unsolicited "broker's
     transaction"  or in transactions directly with a market maker (as said term
     is  defined  under the Securities Exchange Act of 1934, as amended) and the
     amount  of  securities  being  sold  during  any three (3) month period not
     exceeding the specified limitations stated therein.

          (5)  The holder further understands that at the time it wishes to sell
     this  Warrant  and  the  Warrant  Shares there may be no public market upon
     which  to  make  such  a  sale, and that, even if such a public market then
     exists,  the  Company  may not be satisfying the current public information
     requirements  of Rule 144 and 144A, and that, in such event, the holder may
     be  precluded  from  selling this Warrant and the Warrant Shares under Rule
     144  and  144A  even  if  the  one (1)-year minimum holding period has been
     satisfied.

<PAGE>

          (6)  The holder further understands that, in the event that all of the
     requirements of Rule 144 and 144A are not satisfied, registration under the
     Securities  Act,  compliance  with Regulation A, or some other registration
     exemption  will  be  required; and that, notwithstanding the fact that Rule
     144  and  144A  are  not  exclusive, the Staff of the SEC has expressed its
     opinion  that  persons proposing to sell private placement securities other
     than  in  a registered offering and otherwise than pursuant to Rule 144 and
     144A  will  have  a  substantial  burden  of  proof in establishing that an
     exemption from registration is available for such offers or sales, and that
     such  persons  and  their  respective  brokers  who  participate  in  such
     transactions do so at their own risk.

          b.  Compliance  with  Investor  Rights  Agreement.  The holder of this
              ---------------------------------------------
     Warrant,  by acceptance hereof, understands and agrees that this Warrant is
     subject  to,  and  the transfer of the Warrant Shares may be prohibited by,
     the  Investor  Rights Agreement, and holder hereby specifically understands
     and agrees as follows:

     THIS  WARRANT,  AND  THE  SALE,  PLEDGE,  HYPOTHECATION, OR TRANSFER OF THE
     SECURITIES  EVIDENCED  HEREBY,  ARE  SUBJECT  TO,  AND  IN  CERTAIN  CASES
     PROHIBITED  BY,  THE  TERMS  AND CONDITIONS OF THAT CERTAIN INVESTOR RIGHTS
     AGREEMENT, OF EVEN DATE HEREWITH, BY AND AMONG THE HOLDER, THE COMPANY, AND
     CERTAIN  HOLDERS  OF  STOCK  OF THE COMPANY, AND, BY ACCEPTING ANY INTEREST
     HEREIN,  THE PERSON ACCEPTING SUCH INTEREST SHALL BE DEEMED TO AGREE TO AND
     SHALL  BE  BOUND  BY ALL OF THE PROVISIONS OF SUCH AGREEMENT. COPIES OF THE
     INVESTOR  RIGHTS  AGREEMENT  MAY  BE  OBTAINED  UPON WRITTEN REQUEST TO THE
     COMPANY'S SECRETARY.

          c.  Exchange.  This  Warrant  may be exchanged, without payment of any
              --------
     service  charge, for one (1) or more new Warrants of like tenor exercisable
     for  the  same aggregate number of shares of Common Stock upon surrender to
     the  Company  by  the  registered  holder  hereof  in  person  or  by legal
     representative or by attorney duly authorized in writing and, upon issuance
     of  the new Warrant or Warrants, the surrendered Warrant shall be cancelled
     and disposed of by the Company.

          d.  Disposition  of  Warrant  or  Warrant  Shares. With respect to any
              ---------------------------------------------
     offer,  sale  or  other  disposition of this Warrant, or any Warrant Shares
     acquired  pursuant to the exercise of this Warrant prior to registration of
     such  Warrant  or  Warrant  Shares,  the  holder hereof and each subsequent
     holder  of  this Warrant agrees to give written notice to the Company prior
     thereto,  describing  briefly  the  manner thereof, together with a written
     opinion  of  such holder's counsel, if reasonably requested by the Company,
     to  the  effect  that such offer, sale or other disposition may be effected
     without  registration or qualification (under the Securities Act as then in
     effect  or any federal or state law then in effect) of this Warrant or such
     Warrant  Shares  and  indicating  whether  or  not under the Securities Act
     certificates  for  this  Warrant  or  such  Warrant  Shares  to  be sold or
     otherwise  disposed  of  require  any  restrictive  legend as to applicable
     restrictions  on  transferability  in  order  to  ensure  compliance  with
     applicable laws. Promptly upon receiving such written notice and reasonably
     satisfactory  opinion,  if  so  requested,  the  Company,  as  promptly  as
     practicable,  shall  notify  such  holder  that  such  holder  may  sell or
     otherwise dispose of this Warrant or such Warrant Shares, all in accordance

<PAGE>

     with  the  terms of the notice delivered to the Company. If a determination
     has been made pursuant to this Section 8(d) that the opinion of counsel for
                                    -----------
     the holder is not reasonably satisfactory to the Company, the Company shall
     so  notify  the  holder promptly after such determination has been made and
     neither  this  Warrant  nor  any  Warrant Shares shall be sold or otherwise
     disposed  of  until  such  disagreement  has  been  resolved. The foregoing
     notwithstanding,  this  Warrant  or  such Warrant Shares may (i) as to such
     federal  laws, be offered, sold or otherwise disposed of in accordance with
     Rule 144 and 144A under the Securities Act, provided that the Company shall
     have  been  furnished  with  such information as the Company may reasonably
     request  to  provide a reasonable assurance that the provisions of Rule 144
     and  144A  have  been  satisfied  and (ii) be offered, sold, distributed or
     otherwise  transferred  to  Affiliates of the Holder without regard to this
     Section  8  (d),  but  only  if  the Company is in receipt of an opinion of
     --------------
     counsel  as  to the permissibility of such transfer under federal and state
     securities  laws and an investor representation letter from the transferee,
     in  form  and  substance  reasonably  satisfactory  to  the  Company.  Each
     certificate  representing  this  Warrant  or  the  Warrant  Shares  thus
     transferred (except a transfer pursuant to Rule 144) shall bear a legend as
     to  the  applicable  restrictions  on  transferability  in  order to ensure
     compliance  with such laws, unless, in the aforesaid opinion of counsel for
     the  holder, such legend is not required in order to ensure compliance with
     such laws. The Company may issue stop transfer instructions to its transfer
     agent  or,  if  acting  as  its  own  transfer  agent, the Company may stop
     transfer  on  its corporate books, in connection with such restrictions. As
     used  herein,  "AFFILIATE  OF  THE  HOLDER"  shall  mean  (x)  any  owner,
     shareholder, partner or member of the Holder, and (y) any other Person that
     directly  or indirectly, through one or more intermediaries, Controls or is
     Controlled by or is under common Control with the Holder.

     9.     Rights  as Stockholders; Information.  No holder of this Warrant, as
            ------------------------------------
such,  shall  be entitled to vote or be deemed the holder of Common Stock or any
other  securities  of  the  Company  which  may  at  any time be issuable on the
exercise  hereof  for  any  purpose,  nor  shall  anything  contained  herein be
construed  to confer upon the holder of this Warrant, as such, any of the rights
of  a  stockholder  of  the Company or any right to vote for the election of the
directors  or  upon any matter submitted to stockholders at any meeting thereof,
or  to  receive notice of meetings, until this Warrant shall have been exercised
and  the  Warrant  Shares purchasable upon the exercise hereof shall have become
deliverable,  as  provided  herein.  The  foregoing notwithstanding, the Company
will  transmit  to  the  holder  of this Warrant such information, documents and
reports  as  are  generally distributed to the holders of any class or series of
the  securities of the Company concurrently with the distribution thereof to the
stockholders.

     10.     Intentionally  Omitted.

     11.     Additional  Rights.
             ------------------

          11.1  Mergers.  In  the event that the Company undertakes to (i) sell,
                -------
     lease, exchange, convey or otherwise dispose of all or substantially all of
     its  property or business; or (ii) merge into or consolidate with any other
     corporation  (other  than  a  wholly-owned  Subsidiary),  or  effect  any
     transaction  (including  a  merger  or  other  reorganization) or series of
     related  transactions, in which more than fifty percent (50%) of the voting
     power  of the Company is disposed of, the Company will use its best efforts
     to  provide at least thirty (30) days notice to the holder of the terms and

<PAGE>

     conditions  of  the  proposed transaction. The Company shall cooperate with
     the  holder in consummating the sale of this Warrant in connection with any
     such transaction.

     12.     Intentionally Omitted.

     13.     Modification and Waiver.  This Warrant and any provision hereof may
             -----------------------
be  changed,  waived,  discharged or terminated only by an instrument in writing
signed  by  the  party  against  which  enforcement  of  the  same  is  sought.

     14.     Notices.  Unless  otherwise  specifically  provided  herein,  all
             -------
communications  under  this  Warrant  shall be in writing and shall be deemed to
have  been  duly  given  (i)  on the date of service if served personally on the
party  to whom notice is to be given; (ii) on the day of transmission if sent by
facsimile  transmission  to  the  number  shown on the books of the Company, and
telephonic  confirmation  of  receipt  is  obtained promptly after completion of
transmission;  (iii)  on  the  day  after delivery to Federal Express or similar
overnight  courier;  or  (iv)  on  the fifth day after mailing, if mailed to the
party  to  whom  notice  is  to  be  given,  by  first class mail, registered or
certified, postage prepaid, and properly addressed, return receipt requested, to
each  such  holder at its address as shown on the books of the Company or to the
Company at the address indicated therefor on the signature page of this Warrant.
Any  party  hereto  may  change  its  address for purposes of this Section 14 by
                                                                   ----------
giving the other party written notice of the new address in the manner set forth
herein.

     15.     Binding  Effect  on Successors.  This Warrant shall be binding upon
             ------------------------------
any  corporation  succeeding the Company by merger, consolidation or acquisition
of  all or substantially all of the Company's assets, and all of the obligations
of  the  Company  relating  to  the  Common  Stock issuable upon the exercise or
conversion  of  this  Warrant  shall  survive  the  exercise,  conversion  and
termination  of  this  Warrant  and  all  of the covenants and agreements of the
Company  shall  inure to the benefit of the successors and assigns of the holder
hereof.  The  Company  will,  at  the time of the exercise or conversion of this
Warrant,  in  whole  or  in  part,  upon request of the holder hereof but at the
Company's  expense,  acknowledge  in  writing  its  continuing obligation to the
holder hereof in respect of any rights to which the holder hereof shall continue
to  be  entitled  after  such  exercise  or  conversion  in accordance with this
Warrant;  provided,  however,  that the failure of the holder hereof to make any
          --------   -------
such  request  shall  not affect the continuing obligation of the Company to the
holder  hereof  in  respect  of  such  rights.

     16.     Lost  Warrants or Stock Certificates.  The Company covenants to the
             ------------------------------------
holder  hereof  that,  upon  receipt  of evidence reasonably satisfactory to the
Company  of  the  loss,  theft, destruction or mutilation of this Warrant or any
stock  certificate  and,  in  the  case  of any loss, theft or destruction, upon
receipt of an executed lost securities bond or indemnity reasonably satisfactory
to  the  Company,  or  in  the  case  of  any such mutilation upon surrender and
cancellation  of  such  Warrant  or stock certificate, the Company will make and
deliver  a new Warrant or stock certificate, of like tenor, in lieu of the lost,
stolen,  destroyed  or  mutilated  Warrant  or  stock  certificate.

     17.     Descriptive  Headings.  The  descriptive  headings  of  the several
             ---------------------
paragraphs  of  this  Warrant  are  inserted  for  convenience  only  and do not
constitute  a  part  of  this  Warrant.

<PAGE>

     18.     Governing  Law.  This  Warrant  shall  be construed and enforced in
             --------------
accordance with, and the rights of the parties shall be governed by, the laws of
the  State  of  Florida.

     19.     Intentionally  Omitted.

     20.     Remedies.  In  case  any  one  (1)  or  more  of  the covenants and
             --------
agreements  contained  in  this  Warrant  shall  have been breached, the holders
hereof  (in the case of a breach by the Company), or the Company (in the case of
a  breach  by  a holder), may proceed to protect and enforce their or its rights
either by suit in equity and/or by action at law, including, but not limited to,
an  action  for  damages  as  a  result  of any such breach and/or an action for
specific  performance  of  any  such  covenant  or  agreement  contained in this
Warrant.

     21.     Acceptance.  Receipt  of  this  Warrant  by the holder hereof shall
             ----------
constitute  acceptance  of  and agreement to the foregoing terms and conditions.

     22.     No Impairment of Rights.  The Company will not, by amendment of its
             -----------------------
Certificate  of Incorporation or through any other means, avoid or seek to avoid
the  observance  or performance of any of the terms of this Warrant, but will at
all  times in good faith assist in the carrying out of all such terms and in the
taking of all such action as may be necessary or appropriate in order to protect
the  rights  of  the  holder  of  this  Warrant  against  impairment.

     IN  WITNESS  WHEREOF, the Company has caused this Warrant to be executed on
its  behalf  by  one  of  its  officers  thereunto  duly  authorized.


                                   CYTATION  CORPORATION


                                   /s/ Charles G. Masters
                                   -------------------------------------
                                   Charles G. Masters, Chief Executive Officer


Dated:  January  __,  2006.

                          NOTICE TO FLORIDA RESIDENTS:
                          ---------------------------

     WHERE  SALES ARE MADE TO FIVE OR MORE PERSONS IN FLORIDA (EXCLUDING CERTAIN
INSTITUTIONAL  PURCHASERS  DESCRIBED  IN  SECTION  517.061(7)  OF  THE  FLORIDA
SECURITIES AND INVESTOR PROTECTION ACT) (THE "ACT"), ANY SUCH SALE MADE PURSUANT
TO  SECTION  517.061(11)  OF  THE  ACT SHALL BE VOIDABLE BY THE PURCHASER EITHER
WITHIN  THREE  DAYS  AFTER  THE  FIRST  TENDER  OF CONSIDERATION IS MADE BY SUCH
PURCHASER TO THE ISSUER, OR AN AGENT OF THE ISSUER, OR AN ESCROW AGENT OR WITHIN
THREE  DAYS  AFTER  THE  AVAILABILITY  OF THAT PRIVILEGE IS COMMUNICATED TO SUCH
PURCHASER,  WHICHEVER  OCCURS  LATER.

<PAGE>

                                    EXHIBIT A
                               NOTICE OF EXERCISE


To:

1.     The  undersigned hereby elects to purchase      shares of Common Stock of
                                                 ------
            pursuant  to the terms of the attached Warrant, and tenders herewith
------------
payment  of  the  purchase  price  of  such  shares  in  full.

2.     Please  issue  a  certificate or certificates representing said shares in
the  name  of  the  undersigned  or in such other name or names as are specified
below:


                        ----------------------------
                                   (Name)


                        ----------------------------

                        ----------------------------
                                 (Address)

3.     The  undersigned  represents that the aforesaid shares are being acquired
for the account of the undersigned for investment and not with a view to, or for
resale in connection with, the distribution thereof and that the undersigned has
no  present  intention  of  distributing  or  reselling such shares.  In support
thereof,  the  undersigned  has  executed an Investment Representation Statement
attached  hereto  as  Schedule  1.



                                                  ------------------------------
                                                 (Signature)


---------------------------
      (Date)

<PAGE>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.6
<SEQUENCE>10
<FILENAME>ex10-6.txt
<DESCRIPTION>INTEREST BEARING NON-CONVERTIBLE INSTALLMENT PROMISSORY NOTE
<TEXT>
Exhibit 10.6

                        INTEREST BEARING NON-CONVERTIBLE
                           INSTALLMENT PROMISSORY NOTE
                           ---------------------------

$1,500,000                                                          ,  Alabama
                                                           ---------
                                                           January     ,  2006
                                                                  -----

     FOR  VALUE  RECEIVED,  the undersigned (the "Maker") promises to pay to the
order  of VICIS CAPITAL MASTER FUND or its assigns (the "Holder"), the principal
sum  of  One  Million Five Hundred Thousand and No/100 Dollars ($1,500,000). The
rights,  claims, duties and liabilities of the parties hereto are subject to and
controlled by the following terms and conditions:

1.     Method  and  Place  of  Payment.
       -------------------------------

     Payments  of  principal  and  interest shall be made in lawful money of the
United  States  of  America  at the principal place of business of the Holder as
specified below, or at such other location as it may hereafter designate.

2.     Principal  and  Interest  Payments.
       ----------------------------------

     The  entire  principal  amount  of  this  note  (the "Note"), together with
interest  accruing thereon at an annual rate of interest of twelve percent (12%)
shall  be  payable  in  eighteen  (18)  equal  installments,  each of Ninety Six
Thousand  Eight  Hundred  Eighty  Six and 27/100 Dollars ($96,886.27), the first
installment  to be payable on July 12, 2006 and monthly thereafter. Each payment
shall  first  be  applied  in  satisfaction of the interest then accrued and any
balance in amortization of the principal debt.

     Nothing  herein,  nor any transaction related hereto, shall be construed to
operate  so as to require the Maker to pay interest at a greater rate than shall
be  lawful. Should any interest or other charges paid by the Maker in connection
with  the  loan  evidenced  by  this  Note  result  in computation or earning of
interest  in  excess  of  the maximum contract rate of interest which is legally
permitted  under applicable New York law or federal preemption statute, then any
and  all  such  excess is hereby waived by the Holder and shall be automatically
credited  against and in reduction of the balance due hereunder, and any portion
which  exceeds  such  balance shall be paid by the Holder to the Maker. Anything
contained  herein  to  the  contrary  notwithstanding,  if  for  any  reason the
effective  rate  of interest on this Note should exceed the maximum lawful rate,
the  effective  rate shall be deemed reduced to and shall be such maximum lawful
rate.

3.     Prepayment.
       ----------

     The  Maker  shall have the privilege and option to pay the entire principal
amount  of  this  Note  or  any  part  thereof,  together  with accrued interest
calculated  to  the  date  of  such  payment,  at  any time prior to the various
maturity dates of the installments due hereunder; provided, however, that if any
prepayment  is  made,  there  shall  be paid therewith, as consideration for the
privilege  of making such payment(s), a penalty equal to one percent (1%) of the

<PAGE>

principal amount of such prepayment(s). Such prepayment penalty shall be due and
payable  whether  the prepayment(s) are made voluntarily or upon acceleration of
this  Note.  Any  prepayments  hereunder  shall  be applied to the last maturing
installment  due  under this Note. Prepayments shall not affect or vary the duty
of  the Maker to pay the installments provided in paragraph 2 when due, and they
shall  not  affect  or impair the right of the Holder to accelerate the maturity
hereof  and  to declare the entire unpaid principal and interest due and payable
as elsewhere provided in this Note.

4.     Default;  Acceleration  of  Obligation;  Interest.
       -------------------------------------------------

     In  the  event  of a failure by the Maker to timely satisfy any incremental
payment  of  principal  or  interest  within  ten (10) days of its due date, the
entire  obligation  of  the  Maker shall be in default, the unpaid principal and
interest  balances  shall  be  immediately  due  and payable and interest on the
principal  balance  shall thereafter accrue at the maximum annual rate allowable
by law.

5.     Collection.
       ----------

     Should  it  become  necessary to collect this Note through an attorney, the
Maker  shall  pay all costs incurred by or accruing to the Holder in making such
collection, including a reasonable attorney's fee.

6.     Waiver.
       ------

     The  Maker  and  any guarantor, surety or endorser of this Note, as well as
any  other person or entity who shall become liable for the payment hereof, each
expressly  waives  presentment  for  payment, notice of non-payment, protest and
notice  of  protest,  and  any other notice which might otherwise be required in
connection with the delivery, acceptance, performance, default or enforcement of
the  payment of this Note. The Holder shall not be deemed by any act or omission
to  have  waived  any  right  or  remedy hereunder unless and only to the extent
expressed  in  a  written  instrument  dated  subsequent  to the date hereof and
executed  by  the  Holder,  and  any  such waiver so expressed with respect to a
particular event shall not be interpreted as having a continuing effect on or as
a waiver of any right or remedy with respect to any subsequent event.

7.     Notices.
       -------

     All  notices  or  other  communications  required  or permitted to be given
pursuant to this Note shall be in writing and shall be considered properly given
or  made  if  hand  delivered, mailed from within the United States by certified
mail, or sent by overnight delivery service:

<PAGE>

         a.     if  to  the  Holder:

                Vicis Capital Master Fund
                Attn: Shad Stastney
                126 E. 56th Street, 7th Floor
                New York, New York 10022
                Telephone: (212) 909-4600
                Facsimile : (212) 909-4601

         b.     if  to  the  Maker:

                Cytation Corporation
                Attn: Charles G. Masters
                4902 Eisenhower Blvd., Suite 185
                Tampa, Florida 33634
                Telephone: (813) 885-5744
                Facsimile:  (813) 885-5911


or to such other address as either party shall have furnished to the other.  All
notices  shall  be  deemed  given when deposited in the U.S. mail or given to an
independent  delivery  service.

8.     Entire  Agreement.
       -----------------

     This Note and any other document expressly identified herein constitute the
entire  understanding  of the parties with respect to the subject matter hereof,
and  no  amendment,  modification  or  alteration  of  the terms hereof shall be
binding  unless  the same be in writing, dated subsequent to the date hereof and
duly approved and executed by the Maker and Holder.

9.     Governing  Law  and  Venue.
       --------------------------

     The Maker acknowledges and agrees that irrespective of where executed, this
Note  shall  be  construed in accordance with the laws of the State of New York,
and venue for any legal action which may be brought hereunder shall be deemed to
lie in New York County, New York.



                            [SIGNATURE PAGE FOLLOWS]

<PAGE>

     IN  WITNESS WHEREOF, the undersigned Maker has executed this Note as of the
date  first  written  above.

                     CYTATION  CORPORATION,  a  Delaware  corporation

                     /s/ Charles G. Masters
                     -------------------------------------------------
                     By:  Charles  G.  Masters
                     Its: Chief  Executive  Officer




[SIGNATURE PAGE TO INTEREST BEARING NON-CONVERTIBLE INSTALLMENT PROMISSORY NOTE]

<PAGE>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.7
<SEQUENCE>11
<FILENAME>ex10-7.txt
<DESCRIPTION>PLACEMENT AGENT AGREEMENT
<TEXT>
EXHIBIT 10.7

                               FIRST AMENDMENT TO
                            PLACEMENT AGENT AGREEMENT


     This  FIRST  AMENDMENT to the PLACEMENT AGENT AGREEMENT, dated effective as
of  November  8,  2005  (the  "AMENDMENT"),  is  made  by  and  among DEERVALLEY
ACQUISITIONS  CORP., a Florida corporation ("DVA"), MIDTOWN PARTNERS & CO., LLC,
a  Florida  limited  liability  company  (the  "PLACEMENT  AGENT"), and CYTATION
CORPORATION,  a  Delaware  corporation  ("CYTATION").


                             BACKGROUND INFORMATION


     DVA  and  Placement  Agent  entered  into  a  Placement  Agent Agreement on
November  8, 2005 (the "PLACEMENT AGENT AGREEMENT").  The parties have agreed to
modify  the  provisions of the Placement Agent Agreement to the extent set forth
herein.  All  capitalized  terms  not  otherwise  defined  herein shall have the
meanings  ascribed  to  them  in  the  Placement  Agent  Agreement.

                              OPERATIVE PROVISIONS

     1.     Amendment  to  the  Preamble.  The  Preamble  of the Placement Agent
            ----------------------------
Agreement  is  amended to include Cytation Corporation, and the amended Preamble
shall  read  as  follows:

     "This  agreement  (the  "Agreement"),  made  as  of  this  8th  day  of
     November,  2005,  by  and  among  DEERVALLEY  ACQUISITIONS CORP., a Florida
     corporation  maintaining an address at 3400 82nd Way North, St. Petersburg,
     Florida  33710 and CYTATION CORPORATION, a Delaware corporation maintaining
     an  address  at  4902  Eisenhower  Blvd.,  Suite  185, Tampa, Florida 33634
     (together,  the  "Company");  and  MIDTOWN  PARTNERS  & CO., LLC, a Florida
     limited  liability  company maintaining an address at 7491 Estrella Circle,
     Boca  Raton,  Florida 33433 (the "Placement Agent" or "Midtown" or "Midtown
     Partners"),  confirms  the  understanding and agreement between the Company
     and the Placement Agent as follows:"

     2.     Amendment  to  Section  I,  Sentence  One.  Section  I is amended by
            -----------------------------------------
deleting  the  present form of Sentence One in its entirety and by substituting,
in  lieu  thereof,  the  following:

     "The  Company  hereby  engages  the  Placement  Agent  as  the  Company's
     exclusive  placement  agent in connection with a proposed private placement
     in  the  United States (the "Offering") of up to Seven Million Five Hundred
     Thousand and No/100 Dollars (US$7,500,000) of the Company's securities (the
     "Financing")."

     3.     Amendment to Section VIII(a)(2), Sentence Eight.  Section VIII(a)(2)
            -----------------------------------------------
is amended by deleting the present form of Sentence Eight in its entirety and by
substituting,  in  lieu  thereof,  the  following:

     "The Warrants shall also include piggyback registration rights."

     4.     Ratification of Placement Agent Agreement.  The terms and conditions
            -----------------------------------------
of  the  Placement Agent Agreement that have not been modified by this Amendment
shall  remain  in  full  force  and  effect.

<PAGE>

     IN  WITNESS WHEREOF, this Amendment has been executed by the parties hereto
as  of  this      day  of  January,  2006.
            ------

                                   DEERVALLEY  ACUISITIONS  CORP.


                                   /s/ Charles G. Masters
                                   ---------------------------------------------
                                   Charles  G.  Masters, Chief Executive Officer

                                   CYTATION  CORPORATION


                                   /s/ Charles G. Masters
                                   ---------------------------------------------
                                   Charles  G.  Masters, Chief Executive Officer

                                   MIDTOWN  PARTNERS  &  CO.,  LLC


                                   /s/ Bruce Jordan
                                   ---------------------------------------------
                                   Bruce  Jordan,  President

        [Signature Page to First Amendment to Placement Agent Agreement]

<PAGE>

Midtown Partners
Member NASD & SIPC

--------------------------------------------------------------------------------

                            PLACEMENT AGENT AGREEMENT

This  agreement (the "Agreement"), made as of this 8th day of November, 2005, by
and  between  DEERVALLEY  ACQUISITIONS  CORP.,  a  Florida  corporation,  (the
"Company"),  with  its  principal  place of business at 3400 82nd Way North, St.
Petersburg,  FL  33710  and MIDTOWN PARTNERS & CO., LLC, (the "Placement Agent",
"Midtown"  or "Midtown Partners"), a Florida limited liability company, with its
principal  place of business at 7491 Estrella Circle, Boca Raton, Florida 33433,
confirms  the  understanding and agreement between the Company and the Placement
Agent  as  follows:

                                    SECTION I

The  Company  hereby  engages  the  Placement  Agent  as the Company's exclusive
placement  agent  in  connection with a proposed private placement in the United
States  (the  "Offering")  of  up to seven million dollars (US$7,000,000) of the
Company's  securities  (the  "Financing").  The  Offering will be made to solely
"accredited  investors" (the "Accredited Investors"), as such term is defined in
Rule 501(a) of Regulation D ("Regulation D") promulgated under the United States
Securities  Act  of  1933,  as  amended  (the  "Securities Act"), pursuant to an
exemption  from  registration under applicable federal and state securities laws
available  under  Rule  506  of Regulation D and in accordance with the terms of
this  Agreement.  The  terms and conditions of the Financing shall be similar to
those  terms  and  provisions as attached in Exhibit A hereto subject to a final
term  Sheet  to  be set forth at a later date to be approved by the Company. The
                    -------------------------------------------------------
Placement Agent hereby accepts such engagement upon the terms and conditions set
forth in this Agreement. This Agreement shall not give rise to any commitment or
obligation by the Placement Agent to purchase any of the Financing or, except as
set  forth  herein,  to  find  purchasers  for  the  Financing.

The  Placement  Agent  shall  provide  the  following services (the "Services"):

(a)     Advise  the  Company  with  regard  to  the size of the Offering and the
structure and terms of the Financing in light of the current market environment;

(b)     Assist  the  Company in identifying and evaluating prospective qualified
Accredited  Investors;

(c)     Approach  such  investors  on  a  "best  efforts  basis"  regarding  an
investment  in  the  Company;  and

(d)     Work  with the Company to develop a negotiating strategy and assist with
the  negotiations  with  such  potential  investors.

In  connection  with  the  Placement  Agent  providing the Services, the Company
agrees  to  keep  the  Placement  Agent  up to date and apprised of all material
business,  market  and  legal  developments  related  to  the  Company  and  its

<PAGE>

operations  and  management.  The  Placement  Agent  shall  devote such time and
effort, as it deems commercially reasonable under the circumstances in rendering
the  Services.  The  Placement  Agent  shall not provide any work that is in the
ordinary  purview  of  a certified public accountant. The Placement Agent cannot
guarantee results on behalf of the Company, but shall pursue all avenues that it
deems reasonable through its network of contacts.

                                   SECTION II

The Placement Agent, its affiliates and any person acting on its or their behalf
hereby  represent, warrant and agree as follows (the "Placement Agent Parties"):

(a)     The Financing offered and sold by the Placement Agent have been and will
be offered and sold in compliance with all federal and state securities laws and
regulations  governing  the registration and conduct of broker-dealers, and each
Placement  Agent  Party  making an offer or sale of Financing was or will be, at
the  time  of  any such offer or sale, registered as a broker-dealer pursuant to
Section  15(b)  of the United States Securities Exchange Act of 1934, as amended
(the  "Exchange Act"), and under the laws of each applicable state of the United
States  (unless  exempted from the respective state's broker-dealer registration
requirements),  and in good standing with the National Association of Securities
Dealers,  Inc.

(b)     The Financing offered and sold by the Placement Agent have been and will
be  offered and sold only to Accredited Investors in accordance with Rule 506 of
Regulation  D  and  applicable  state  securities  laws;  provided, however, the
Company shall make all necessary filings under Rule 503 of Regulation D and such
similar  notice  filings  under applicable state securities laws.  The Placement
Agent Parties represent and warrant that they have reasonable grounds to believe
and  do  believe  that  each  person to whom a sale, offer or solicitation of an
offer  to  purchase  Financing  was  or  will  be  made was and is an Accredited
Investor.  Prior  to  the  sale of Financing to any such investor, the Placement
Agent  Parties  will  obtain  an executed subscription agreement and an executed
investors'  rights  agreement  in  the  form  agreed upon by the Company and the
Placement  Agent  (the  "Subscription  Documents").

(c)     In  connection with the offers and sales of the Financing, the Placement
Agent  Parties  have  not  and  will  not

     (1)  Offer  or sell, or solicit any offer to buy, any Financing by any form
of  "general  solicitation"  or "general advertising", as such terms are used in
Regulation D, or in any manner involving a public offering within the meaning of
Section 4(2) of the Securities Act;

     (2)  Use  any  written  material  other  than  the term sheet, that will be
approved  by  the  Company  at  a later date, and the Placement Agent, a copy of
which is attached hereto as Exhibit A, and the Subscription Documents, and shall
                            ---------
only  rely upon and communicate information that is publicly available regarding
the  Company to any potential investors (without limiting the foregoing, none of
the Placement Agent Parties is authorized to make any representation or warranty
to any offeree concerning the Company or an investment in the Financing); or

     (3) Take any action that would constitute a violation of Regulation M under
the Exchange Act.

(d)     The  Placement  Agent shall cause each affiliate or each party acting on
its  or their behalf with whom they enter into contractual arrangements relating
to the offer and sale of any Financing to agree, for the benefit of the Company,
to  the  same  provisions  contained  in  this  Agreement.

<PAGE>

                                   SECTION III

During  the  Term  (as defined below), the Placement Agent is hereby retained by
the  Company  to  make  limited introductions on a best efforts basis to provide
financing for the Company in an amount and form to be mutually determined by the
Company  and  the  Placement  Agent.

                                   SECTION IV

The  Company  hereby  represents,  warrants  and  agrees  as  follows:

(a)     This  Agreement  has  been  authorized,  executed  and  delivered by the
Company  and, when executed by the Placement Agent will constitute the valid and
binding  agreement  of the Company enforceable against the Company in accordance
with  its  terms,  except  as  enforcement thereof may be limited by bankruptcy,
insolvency  or  reorganization,  moratorium or other similar laws relating to or
affecting  creditors'  rights  generally  or  by  general  equitable principles.

(b)     The  offer and sale of the Financing, the Shares, and the Warrants shall
be  exempt  from  registration under the Securities Act, and will comply, in all
material  respects with the requirements of Rule 506 of Regulation D promulgated
under  the Securities Act and any applicable state securities laws. No documents
prepared  by  the  Company  in connection with the Offering, or any amendment or
supplement  thereto,  contain any untrue statement of a material fact or omit to
state  any  material fact required to be stated therein or necessary to make the
statements  therein,  in  light of the circumstances under which they were made,
not  misleading.

(c)     The  financial  statements,  audited  and unaudited (including the notes
thereto),  included  in  the  Company's  latest  annual  information  form  and
subsequent  quarterly  reports  (the "Financial Statements"), present fairly the
financial  position  of the Company as of the dates indicated and the results of
operations  and  cash  flows  of  the  Company  for  the periods specified. Such
Financial  Statements  have  been prepared in conformity with generally accepted
accounting  principles  applied  on  a  consistent  basis throughout the periods
involved  except  as  otherwise  stated  therein.

(d)     No  federal,  state  or foreign governmental agency has issued any order
preventing  or  suspending  the  Offering.

(e)     The Company is a Florida corporation organized, existing and with active
status  under the laws of Florida, with corporate power and authority under such
laws  to  own,  lease and operate its properties and conduct its business as now
conducted.  The Company has all power, authority, authorization and approvals as
may  be  required  to  enter  into  this  Agreement and each of the Subscription
Documents,  and  to  carry out the provisions and conditions hereof and thereof,
and  to  issue  and  sell  the  Financing,  the  Shares,  and  Warrants.

(f)     The Financing, the Shares, the Warrants, and common shares issuable upon
exercise  of  the  Warrants (the "Warrant Shares"), have all been authorized for
issuance  and  sale  pursuant to the Subscription Documents, and when issued and
delivered  by the Company against payment therefore in accordance with the terms
of  the  Subscription  Documents,  will  be  validly  issued  and fully paid and
non-assessable.

<PAGE>

(g)     With  the  exception  of  any  approvals  required by the Securities and
Exchange   Commission   related   to  the   Offering,  no  further  approval  or
authorization of any shareholder of the Company, its Board of Directors or other
person  or  group  is  required  for the issuance and sale of the Financing, the
Shares,  the  Warrants  or  the  Warrant  Shares.

(h)     Since  the  latest unaudited financial statements there has not been any
(A)  material  adverse  change  in  the  business,  properties,  assets, rights,
operations,  condition (financial or otherwise) or prospects of the Company, (B)
transaction that is material to the Company, except transactions in the ordinary
course  of  business,  (C) obligation that is material to the Company, direct or
contingent, incurred by the Company, except obligations incurred in the ordinary
course  of business, (D) change that is material to the Company or in the common
shares  or  outstanding  indebtedness  of  the   Company,  or  (E)  dividend  or
distribution  of  any  kind  declared,  paid,  or  made in respect of the common
shares.
                                    SECTION V

The  parties  agree  that  the  close  of  the Offering (the "Closing") shall be
subject to the satisfaction of the following conditions, unless expressly waived
in  writing  by  the  parties:

(a)     The  Offering  shall  not  be  subject  to  any  regulatory  or judicial
proceeding  questioning  or  reviewing  its  effectiveness  for  the  purpose of
offering  the  Financing  for  sale  and  issuance.

(b)     The  Company  shall  deliver  a certificate of an officer of the Company
dated  as  of  the  Closing that affirms the accuracy of the representations and
warranties  contained  in  Section  IV  hereof.

(c)      The  Agent  shall  have  received an opinion of counsel to the Company,
dated  as of the Closing, that the Financing offered and sold in compliance with
this  Agreement  are  not  required  to  be registered under the Securities Act.

(d)     The  Company  shall  have paid, or made arrangements satisfactory to the
Agent  for  the payment of, all such expenses as required by Section VIII below.

(e)     The  Placement  Agent and the Company shall have finalized and agreed to
the  form of the warrant agreement and registration rights agreement referred to
in  Section  VIII  below.

                                   SECTION VI

(a)     The  term  of  this  Agreement  shall commence on the date first written
above  and  shall  expire the earlier of one (1) year after the date the Company
(1)  provides the Placement Agent with requested due diligence materials and (2)
the  Company  and  the Placement Agent mutually agree that information documents
(including,  but  not limited to: a business plan; executive summary; three-year
historical  income  statement,  statement  of  cash  flows,  and  balance sheet;
five-year  projected  financial  statements; use of proceeds statement; investor
presentation;  valuation  analysis), to be provided and approved by the Company,
are  ready  for  presentation  to  the  Placement  Agent's  network of potential
financing  sources  or  the  closing  of  the  Offering,  unless  terminated  in
accordance  with  the  provisions  set  forth  below,  or extended by the mutual
written  consent  of  the  parties  hereto  (the "Term").  This Agreement may be
terminated  only:

     (1)  By  the  Placement  Agent  for any reason at any time upon thirty (30)
days' prior written notice; or

<PAGE>

     (2)  By  the Placement Agent upon default in the payment of any amounts due
to the Placement Agent pursuant to this Agreement, if such default continues for
more  than fifteen (15) days following receipt by the Company from the Placement
Agent of written notice of such default and demand for payment.

(a)  In  the event of termination, the Placement Agent shall be immediately paid
in  full  on  all  items  of  compensation  and  expenses (including any amounts
deferred)  payable  to  the  Placement  Agent pursuant hereto, as of the date of
termination.

(b)  The  Placement  Agent  Fee or Financing Fee shall become due and payable to
PLACEMENT  AGENT  upon  the  date  that the Company receives the proceeds of the
financing  from  the party providing the financing.  A Placement Agent Fee shall
also  be  payable  with  respect  to  any  Qualified  Offering or any subsequent
Qualified  Financing  accepted and received by Company within twelve (12) months
after the termination or expiration of this Agreement, by any party or source of
funding  introduced  or  facilitated  by  PLACEMENT  AGENT  to  Company;  or

     (3)  By  the Company or the Placement Agent for any reason at any time upon
fifteen  (15)  days'  prior  written  notice after the completion of the initial
Term; or

     (4) By mutual agreement of the parties.

                                   SECTION VII

If  at  any time during the twelve (12) months following the termination of this
Agreement  the  Company conducts a Qualified Offering, the Placement Agent shall
(1)  be  entitled  to  act  as  a placement agent in such Qualified Offering and
receive  commissions  and  fees  for  subscriptions received or solicited by the
Placement  Agent  for  the  Company's  securities  pursuant  to  the  terms  and
conditions  of  this Agreement, and (2) be entitled to the compensation and fees
as  set  forth  in  Section  VIII  of this Agreement for any Qualified Financing
received by the Company.  Any compensation or fees paid pursuant to Section VIII
below  shall  relate  only to the securities initially issued by the Company and
not  the  underlying  securities,  unless  otherwise  agreed  to by the Company.

"Qualified  Offering"  shall  mean  any  securities issued by the Company, other
than:  (1)  the  Units, the Warrants, the Shares or the common shares underlying
the  Warrants  issued  pursuant to the terms and conditions of the Offering; (2)
common  shares,  options  or  other  rights  to purchase common shares issued or
granted  to  employees,  officers,  directors  and  consultants  of  the Company
pursuant  to  one  or  more  employee  stock plans or agreements approved by the
Company's  board  of directors; (3) securities of the Company issued or issuable
to  financial  institutions  or  lessors  in connection with real estate leases,
commercial  credit  arrangements,  equipment  financings or similar transactions
approved  by  the  Company's  board of directors, including, but not limited to,
equipment leases or bank lines of credit; (4) securities issued as a dividend or
distribution on, or in connection with a split of or recapitalization of, any of
the  capital stock of the Company; (5) securities issued by the Company pursuant
to  strategic  partnership, joint venture or other similar arrangements approved
by the Company's board of directors where the primary purpose of the arrangement
is  not  to  raise  capital;  (6) securities of the Company issued pursuant to a
registration  statement  filed  by  the  Company  under  the Securities Act; (7)
securities  issued  by  the  Company  pursuant  to  an  acquisition  of  another
corporation  or  other  entity  by the Corporation by merger, purchase of all or
substantially  all  of  the capital stock or assets, or other reorganization; or
(8)  securities of the Company issued pursuant to currently outstanding options,
warrants  or  other  rights  to  acquire  securities  of  the  Company.

<PAGE>

"Qualified  Financing"  shall  mean  an  investment  from  a  person  after  the
termination  of  this Agreement that directly results from the Placement Agent's
performance of the Services hereunder during the Term of this Agreement (for the
avoidance  of  doubt this shall mean any solicitation of a potential investor or
an  introduction  of  a potential investor to the Company by the Placement Agent
related to the Offering during the Term of this Agreement).  The Placement Agent
agrees  to  provide to the Company within ten (10) days after the termination of
this  Agreement  (the  "Delivery  Deadline")  a list of all persons solicited on
behalf  of  the  Company  or  introduced  to  the Company by the Placement Agent
related  to  the  Offering  (the  "Solicitation  List") to assist the parties in
making  a  later determination as to whether a Qualified Financing has occurred.
If  the Solicitation List is not provided to the Company prior to the expiration
of  the  Delivery  Deadline,  the Company's obligation to pay any commissions or
fees  related  to  a  Qualified  Financing  pursuant  to  this Section VII shall
immediately  terminate.  For  purposes  of  this Agreement, receipt of Qualified
Financing  shall  be  deemed  to  be  received by the Company on the date that a
definitive  agreement  regarding  the  Qualified  Financing  is  executed by the
Company  and the party providing such financing.  The compensation or fees shall
become  payable  to  the Placement Agent upon the date that the Company receives
the  proceeds  of  the  Qualified  Financing.

Notwithstanding  anything  to  the contrary, if the Company conducts a Qualified
Offering  during  the  twelve  (12)  months  following  the  termination of this
Agreement, it shall not be obligated to accept any subscriptions received by the
Placement Agent or any Qualified Financing by virtue of this Section VII and the
Company  reserves  the  right  to  accept  or  reject  any such subscriptions or
Qualified  Financing  in  whole  or  in  part.

                                  SECTION VIII

In  consideration  for  the  performance  of the Services hereunder, the Company
hereby  agrees to pay to the Placement Agent such fees ("The Placement Agent Fee
or  the  Financing  Fee")  as  outlined  below:

(a)     If the Placement Agent receives subscriptions for Financing as a part of
the  Offering  (the  "Placement  Agent  Investors"),  the  Company  shall:

     1)   Pay  to  the  Placement  Agent  in  US  dollars  via  wire  from  the
          attorney's  escrow  at closing an amount equal to ten percent (10%) of
          the principal amount of the Financing purchased by the Placement Agent
          Investors  (the  "Financing  Fee"), and pay to the Placement Agent ten
          percent  (10%)  on  the  execution  of  any  Warrants purchased by the
          Investors.

     2)   On  each  closing  date  of  a  Financing  on  which  aggregate
          consideration is paid or becomes payable to the Company for its Equity
          Securities,  the  Company  shall  issue  to the Placement Agent or its
          permitted assigns warrants (the "Warrants") to purchase such number of
          shares  of  the common stock of the Company equal to ten percent (10%)
          of  the  aggregate  number  of  shares  of common stock of the Company
          issued  and  issuable  by the Company under and in connection with the
          Financings.  The Company shall grant to the Placement Agent all Series
          of  Warrants  equal  to  ten  percent  (10%) of the number of Warrants
          issued  to  the  Placement  Agent  Investors.  The number of shares of
          common  stock issuable upon exercise of the Warrants shall include all
          shares  of  common  stock  issuable  under  the Securities, including,
          without limitation, shares issuable upon conversion or exercise of the
          Securities.  The Warrants shall provide for cashless exercise (even if
          the  Purchasers  do not have such right) and have terms and conditions
          identical  to  the  Securities purchased by the Purchasers, including,

<PAGE>

          without  limitation, anti-dilution and full ratchet provisions to take
          into  account  any  issuance of additional shares of common stock as a
          result  of  an  adjustment  to  the Securities or the shares of common
          stock  underlying  the  Securities.  The Warrants shall be exercisable
          after  the date of issuance and shall expire five years after the date
          of  issuance,  unless  otherwise extended by the Company. The Warrants
          shall  include  anti-dilution protection, including protection against
          issuances  of  securities  at  prices (or with exercise prices, in the
          case  of  warrants, options or rights) below the exercise price of the
          Warrants.  The  Warrants  shall  not  be  callable  or redeemable. The
          Warrants  shall also include one demand registration right exercisable
          following  the  first  anniversary  of  the  closing,  and  piggyback
          registration rights. The Warrants shall be transferable within MIDTOWN
          PARTNERS, at the Placement Agent's discretion.

     3)   An  escrow  with  a  third  party agent approved by the parties hereto
          will  be used for each closing to which the Placement Agent shall be a
          party.  All consideration due the Placement Agent shall be paid to the
          Placement Agent directly there from.

     4)   Cause  its  affiliates  to,  pay  to  the  Placement  Agent  all
          compensation  described  in  this  Section  VIII  with  respect to all
          Securities  sold to a purchaser or purchasers at any time prior to the
          expiration  of  twelve  (12)  months  after  the  expiration  of  this
          Agreement (the "Tail Period") if (i) such purchaser or purchasers were
          identified  to  the  Company  by  the  Placement Agent during the Term
          authorized,  (ii) the Placement Agent advised the Company with respect
          to  such  purchaser  or purchasers during the Term authorized or (iii)
          the Company or the Placement Agent had discussions with such purchaser
          or purchasers during the Term authorized.

     5)   The  Company  agrees  to  pay  two  percent  (2%)  of  the  principal
          amount  of  the  Debentures purchased by the Placement Agent Investors
          (the  "Non-accountable Fee") which will be used to pay Placement Agent
          expenses  including  fees such as entertainment expenses, travel, etc.
          The  Company  also  agrees to pay for the legal and due diligence fees
          outlined  in  the  attached  term sheet and such fees shall not exceed
          $25,000.

(b)     It  is acknowledged and agreed that the Company shall bear all costs and
expenses  incident  to  the issuance, offer, sale and delivery of the Financing.
These  costs  and  expenses will include but are not limited to state "Blue Sky"
fees,  legal  fees,  printing  costs,  travel costs, mailing, couriers, personal
background  checks,  and  other  expenses  incidental  to  the  advancement  and
completion of the Offering.  Full payment of Placement Agent's expenses shall be
made  in same day funds at the Closing or, if the Offering is terminated for any
reason, within ten (10) days of receipt by the Company of a written request from
the  Placement  Agent  for  reimbursement  of  expenses, including documentation
therefore  satisfactory  to  the  Company.

(c)     Subject  to  the  other  requirements  set  forth in this Agreement, the
Placement  Agent  may  introduce  investors  to the Offering directly or through
other  NASD  member  broker-dealers.  If  the  Placement  Agent  utilizes  any
intermediaries, the Placement Agent shall be the Company's point of contact, not
the intermediary, and the Placement Agent, not the Company, shall be responsible
for  any  compensation  arrangement  with  the  intermediary. The Company's sole
compensation  arrangement,  responsibility and obligation are with the Placement
Agent.  The  Placement  Agent  will  disclose  the  identity  and  compensation
arrangements  with  all  of  its intermediaries in order to allow the Company to
adequately  disclose  such  arrangements,  where  necessary.

<PAGE>

                                    SECTION IX

The Company agrees to indemnify the Placement Agent and hold it harmless against
any  losses,  claims, damages or liabilities incurred by the Placement Agent, in
connection  with,  or  relating  in  any  manner, directly or indirectly, to the
Placement  Agent rendering the Services in accordance with the Agreement, unless
it  is determined by a court of competent jurisdiction that such losses, claims,
damages  or  liabilities  arose  out  of  the  Placement  Agent's breach of this
Agreement,  sole  negligence,  gross negligence, willful misconduct, dishonesty,
fraud  or  violation of any applicable law.  Additionally, the Company agrees to
reimburse  the  Placement Agent immediately for any and all expenses, including,
without limitation, attorney fees, incurred by the Placement Agent in connection
with  investigating,  preparing  to  defend  or  defending,  or  otherwise being
involved  in,  any  lawsuits,  claims  or other proceedings arising out of or in
connection  with  or  relating  in  any  manner,  directly or indirectly, to the
rendering  of  any  Services  by  the  Placement  Agent  in  accordance with the
Agreement  (as  defendant,  nonparty,  or  in any other capacity other than as a
plaintiff, including, without limitation, as a party in an interpleader action);
provided,  however,  that  in  the  event  a determination is made by a court of
competent  jurisdiction  that  the  losses,  claims,  damages or liability arose
primarily  out  of  the  Placement  Agent's  breach  of  this  Agreement,  sole
negligence,  gross  negligence,  willful  misconduct,  dishonesty,  fraud or any
violation  of  any applicable law, the Placement Agent will remit to the Company
any  amounts for which it had been reimbursed under this paragraph.  The Company
further  agrees that the indemnification and reimbursement commitments set forth
in  this  paragraph  shall extend to any controlling person, strategic alliance,
partner,  member,  shareholder,  director,  officer,  employee,  agent  or
subcontractor  of  the  Placement  Agent and their heirs, legal representatives,
successors  and  assigns.  The  provisions  set  forth  in this Section IX shall
survive  any  termination  of  this  Agreement.

                                    SECTION X

All notices, demands or other communications given hereunder shall be in writing
and  shall  be  deemed  to  have  been  duly  given  when delivered in person or
transmitted  by  facsimile  transmission  or  the fifth calendar day after being
mailed  by  registered  or  certified  mail,  return  receipt requested, postage
prepaid,  to the addresses herein above first mentioned or to such other address
as  any party hereto shall designate to the other for such purpose manner herein
set  forth.

                                   SECTION XI

GOVERNING  LAW.  The  subject  matter of this Agreement shall be governed by and
--------------
construed in accordance with the laws of the State of Florida (without reference
to  its  choice of law principles), and to the exclusion of the law of any other
forum,  without  regard  to  the  jurisdiction  in  which  any action or special
proceeding  may  be  instituted.  EACH  PARTY  HERETO  AGREES  TO  SUBMIT TO THE
PERSONAL  JURISDICTION  AND  VENUE OF THE STATE AND/OR FEDERAL COURTS LOCATED IN
PALM  BEACH  COUNTY,  FLORIDA  FOR RESOLUTION OF ALL DISPUTES ARISING OUT OF, IN
CONNECTION  WITH,  OR  BY  REASON  OF  THE  INTERPRETATION,  CONSTRUCTION,  AND
ENFORCEMENT  OF  THIS  AGREEMENT, AND HEREBY WAIVES THE CLAIM OR DEFENSE THEREIN
THAT SUCH COURTS CONSTITUTE AN INCONVENIENT FORUM.  AS A MATERIAL INDUCEMENT FOR
THIS AGREEMENT, EACH PARTY SPECIFICALLY WAIVES THE RIGHT TO TRIAL BY JURY OF ANY
ISSUES  SO  TRIABLE.   If  it becomes necessary for any party to institute legal
action  to  enforce  the  terms and conditions of this Agreement, the prevailing
party  may  be  awarded  reasonable  attorneys  fees,  expenses  and  costs.

<PAGE>

CONFIDENTIALITY.  The Placement Agent may acquire certain non-public information
---------------
respecting  the  business  of  the Company in connection with the performance of
services  hereunder, including information, which is reasonably understood to be
proprietary   or    confidential    in   nature   (collectively,   "Confidential
Information").   The   Placement  Agent  hereby  agrees  that  all  Confidential
Information  shall  be kept strictly confidential by the Placement Agent and its
affiliates,  members,  partners,  shareholders,  managers,  directors, officers,
employees,    advisors,   agents,   and   controlling   persons   (collectively,
"Representatives"), except that Confidential Information or portions thereof may
be  disclosed  to  Representatives  who  need  to  know such information for the
purpose  of enabling the Placement Agent to perform services hereunder (it being
understood  that  prior to such disclosure, such Representative will be informed
by  the  Placement  Agent  of  the  confidential  nature  of  such  Confidential
Information and shall agree to be bound by this Agreement).  The Placement Agent
shall  be  responsible  for  any   breach  of  this  provision  by  any  of  its
Representatives.  For  purposes   hereof,  Confidential  Information  shall  not
include  any information which (i) at the time of disclosure or thereafter is or
becomes  generally known by the public (other than as a result of its disclosure
by the Placement Agent or its Representatives), (ii) was or becomes available to
the Placement Agent on a non-confidential basis from a person who is not subject
to a confidentiality agreement concerning that information, or (iii) is required
by  law to be disclosed by the Placement Agent (provided that if such disclosure
is  required  by  order of a court or administrative agency, the Placement Agent
shall  notify  the  Company  as  soon as possible so that the Company may seek a
protective  order).

ASSIGNMENTS AND BINDING EFFECT.  This Agreement shall be binding on and inure to
------------------------------
the  benefit of the parties hereto and their respective successors and permitted
assigns.  The rights and obligations of the parties under this Agreement may not
be  assigned or delegated without the prior written consent of both parties, and
any  purported  assignment  without such written consent shall be null and void.

MODIFICATION  AND WAIVER.  Only an instrument in writing executed by the parties
------------------------
hereto may amend this Agreement.  The failure of any party to insist upon strict
performance of any of the provisions of this Agreement shall not be construed as
a  waiver  of any subsequent default of the same or similar nature, or any other
nature.

CONSTRUCTION.  The  captions used in this Agreement are provided for convenience
------------
only and shall not affect the meaning or interpretation of any provision of this
Agreement.

FACSIMILE  SIGNATURES.  Facsimile  transmission of any signed original document,
---------------------
and  re-transmission  of any signed facsimile transmission, shall be the same as
delivery  of  an  original.  At  the  request of either party, the parties shall
confirm  facsimile  transmitted signatures by signing an original document. This
Agreement  may  be  executed in one or more counterparts, each of which shall be
deemed  an original and all of which taken together shall constitute one and the
same  agreement.

SEVERABILITY.   If  any  provision  of   this  Agreement  shall  be  invalid  or
------------
unenforceable  in any respect for any reason, the validity and enforceability of
any such provision in any other respect, and of the remaining provisions of this
Agreement,  shall  not  be  in  any  way  impaired.

EXCLUSIVE.  Midtown  acknowledges  and agrees that it is being granted exclusive
---------
rights  with  respect  to  the  Services  to  be provided to the Company and the
Company is not free to engage other parties to provide services similar to those
being  provided  by  Midtown  hereunder  without  the  prior  written consent of
Midtown.

<PAGE>

NON-CIRCUMVENTION.  The  Company  hereby  irrevocably  agrees not to circumvent,
-----------------
avoid, bypass, or obviate, directly or indirectly, the intent of this Agreement.
The  Company  agrees not to accept any business opportunity from any third party
to  whom  PLACEMENT  AGENT  introduces  to  the  Company  without the consent of
PLACEMENT  AGENT,  unless  for each business opportunity accepted by the Company
from  a  third  party  introduced  by PLACEMENT AGENT, the Company remits a term
sheet  and  then  a  contract  which  defines  a mutually agreeable compensation
structure  for  PLACEMENT  AGENT.

SURVIVABILITY.  Neither  the termination of this Agreement nor the completion of
-------------
any  services  to be provided by the Placement Agent hereunder, shall affect the
provisions  of  this Agreement that shall remain operative and in full force and
effect.

ENTIRE  AGREEMENT.  This  Agreement  constitutes  the  entire  agreement  and
-----------------
understanding  of  the parties hereto with respect to the subject matter of this
Agreement  and  supersedes  all  prior  understandings  and  agreements, whether
written  or  oral,  among  the  parties  with  respect  to  such subject matter.

If  the  foregoing  correctly sets forth the understanding between the Placement
Agent  and  the Company, please so indicate in the space provided below for that
purpose.  The  undersigned  parties hereto have caused this Agreement to be duly
executed  by  their  authorized  representatives,  pursuant  to  corporate board
approval  and  intend  to  be  legally  bound.


DEERVALLEY ACQUISITIONS CORP.         MIDTOWN PARTNERS & CO., LLC.




By:                                   By:
   -----------------------------         ---------------------------
   Charles G. Masters, CEO               Bruce Jordan, President

<PAGE>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-16.1
<SEQUENCE>12
<FILENAME>ex16-1.txt
<DESCRIPTION>LETTER FROM RADIN, GLASS &AMP; CO., LLP TO THE U.S. SECURITIES AND EXCHANGE COMMISSION, JAN. 20, 2006
<TEXT>
EXHIBIT 16.1


                                                   ----------------------------
                                                     Radin, Glass & Co., LLP
                                                   ----------------------------
                                                   Certified Public Accountants
                                                   360 Lexington Avenue
                                                   New York, NY 10017
                                                   212-557-7505
                                                   Fax: 212-557-7591



January  24,  2006

Securities  and  Exchange  Commission
450  Fifth  Street,  N.W.
Washington,  D.C.  20549

Ladies  and  Gentlemen:

We  have  read Item 4.01 Form 8-K dated January 24, 2006 of Cytation Corporation
and  are  in  agreement with the statements contained in paragraphs (a), (b) and
(c) therein.  We have no basis to agree or disagree with other statements of the
Registrant  contained  therein.


                                                     /s/ Radin, Glass & Co., LLP
                                                    Certified Public Accountants

<PAGE>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>13
<FILENAME>ex99-1.txt
<DESCRIPTION>FINANCIAL STATEMENTS OF BUSINESS ACQUIRED
<TEXT>
EXHIBIT 99.1

                         DEER VALLEY HOMEBUILDERS, INC.

                              FINANCIAL STATEMENTS

                      FOR THE YEAR ENDED DECEMBER 31, 2004
                                       AND
            NINE MONTHS ENDED OCTOBER 1, 2005 AND SEPTEMBER 25, 2004




<PAGE>


                         DEER VALLEY HOMEBUILDERS, INC.
                              FINANCIAL STATEMENTS
                    FOR THE YEAR ENDED DECEMBER 31, 2004, AND
            NINE MONTHS ENDED OCTOBER 1, 2005, AND SEPTEMBER 25, 2004



                                TABLE OF CONTENTS

                                                                            Page

Audit  Report  of  Independent  Registered  Public  Accounting  Firm         1

Review  Report  of  Independent  Registered  Public  Accounting  Firm        2

Balance  Sheets  at  December  31,  2004,  and October 1, 2005 (Unaudited)   3

Statements  of  Operations  for  the  Year  Ended  December  31, 2004, and
    Nine Months Ended October  1, 2005, and September 25, 2004 (Unaudited)
    with  Supplemental  Unaudited  Pro  forma  Statements   of  Operations
    Information                                                              4

Statement  of  Stockholders'  Equity  for the Year Ended December 31, 2004   5

Statements  of  Stockholders'  Equity for the Nine Months Ended
    October  1,  2005,  and   September   25,  2004  (Unaudited)             6

Statements  of  Cash  Flows  for  the  Year  Ended  December  31,  2004,
    and Nine Months Ended October 1, 2005, and September 25, 2004
   (Unaudited)                                                               7

Notes  to  Financial  Statements                                            8-15

<PAGE>

          AUDIT REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


To the Board of Directors and
Stockholders of Deer Valley Homebuilders, Inc.


We  have  audited  the  accompanying balance sheets of Deer Valley Homebuilders,
Inc.  as  of  December  31,  2004,  and  the  related  statements of operations,
stockholders'  equity  and  cash flows for the year then ended.  These financial
statements   are   the   responsibility   of   the  Company's  management.   Our
responsibility  is  to express an opinion on these financial statements based on
our  audit.

We  conducted  our  audit in accordance with the standards of the Public Company
Accounting  Oversight  Board  (United  States).  Those standards require that we
plan  and  perform  the  audit  to obtain reasonable assurance about whether the
financial  statements  are  free  of  material misstatement.  The Company is not
required  to  have,  nor  were  we  engaged to perform, an audit of its internal
control  over financial reporting.  Our audit included consideration of internal
control  over financial reporting as a basis for designing audit procedures that
are  appropriate  in the circumstances, but not for the purpose of expressing an
opinion  on  the  effectiveness of the Company's internal control over financial
reporting.  Accordingly,  we  express  no  such opinion.  An audit also includes
examining,  on  a test basis, evidence supporting the amounts and disclosures in
the  financial   statements,   assessing  the  accounting  principles  used  and
significant  estimates  made  by  management,  as well as evaluating the overall
financial  statement  presentation.  We  believe  that  our  audit  provides  a
reasonable  basis  for  our  opinion.

In  our  opinion,  the financial statements referred to above present fairly, in
all  material respects, the financial position of Deer Valley Homebuilders, Inc.
as  of  December  31, 2004, and the results of its operations and its cash flows
for  year then ended in conformity with accounting principles generally accepted
in  the  United  States  of  America.



/s/ Wheeler, Herman, Hopkins & Lagor, P.A.

Tampa,  Florida
November  17,  2005

                                        1

<PAGE>

         REVIEW REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



To  the  Board  of  Directors  and  Stockholders  of
Deer  Valley  Homebuilders,  Inc.



We  have  reviewed  the  accompanying balance sheet of Deer Valley Homebuilders,
Inc.  as  of  October  1,  2005,  and  the  related  statements  of  operations,
stockholders'  equity, and cash flows for the nine months ended October 1, 2005,
and  September  25,  2004.  These financial statements are the responsibility of
the  Company's  management.

We  conducted our reviews in accordance with the standards of the Public Company
Accounting  Oversight  Board  (United  States).  A  review  of interim financial
information  consists  principally  of applying analytical procedures and making
inquiries  of  persons  responsible for financial and accounting matters.  It is
substantially less in scope than an audit conducted in accordance with standards
of  the Public Company Accounting Oversight Board (United States), the objective
of  which  is  the  expression  of an opinion regarding the financial statements
taken  as  a  whole.  Accordingly,  we  do  not  express  such  an  opinion.

Based on our reviews, we are not aware of any material modifications that should
be  made  to  the  accompanying  interim  financial statements for them to be in
conformity with accounting principles generally accepted in the United States of
America.



/s/ Wheeler, Herman, Hopkins & Lagor, P.A.

Tampa,  Florida
November  17,  2005

                                        2

<PAGE>

<TABLE>
<CAPTION>
                         DEER VALLEY HOMEBUILDERS, INC.
                                 BALANCE SHEETS

                                                          OCTOBER  1,     DECEMBER  31,
                                                             2005             2004
                                                          -----------     -------------
                                                          (UNAUDITED)
                                                           ---------
<S>                                                          <C>                <C>
                                     ASSETS

CURRENT ASSETS:
Cash and Cash Equivalents                                 $ 2,142,891     $   1,563,818
Certificate of Deposit                                        150,000
Accounts Receivable                                         2,359,341         1,064,518
Other Receivable                                                4,005             1,000
Inventories                                                 1,235,497           687,110
Prepayments and Other Current Assets                           52,904            48,916
                                                          -----------     -------------
     Total Current Assets                                   5,944,630         3,365,362
                                                          -----------     -------------

Property, Plant and Equipment
   Property, Plant and Equipment at Cost                    1,778,167         1,705,470
   Less:  Accumulated Depreciation                           (171,537)          (84,211)
                                                          -----------     -------------
      Net Property, Plant and Equipment                     1,606,629         1,621,259
                                                          -----------     -------------

      TOTAL ASSETS                                        $ 7,551,268     $   4,986,621
                                                          ===========     =============


                      LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
Current Maturities of Long-Term Debt                      $    14,690     $      58,190
Accounts Payable                                            1,654,605           496,821
Accounts Payable under Dealer Incentive Programs              297,846           108,056
Estimated Warranties                                          690,000           550,000
Compensation and Related Accruals                             481,553           271,121
Accrued Stockholder Distributions                             375,000           545,540
Other Accrued Expenses                                        170,963            67,967
                                                          -----------     -------------
     Total Current Liabilities                              3,684,657         2,097,695
                                                          -----------     -------------

Long-Term Debt, Net of Current Maturities                   1,421,419         1,442,578
                                                          -----------     -------------
     Total Long-Term Debt                                   1,421,419         1,442,578
                                                          -----------     -------------

Commitments and Contingencies (Note 9)
Stockholders' Equity
Common Stock, $1.00 Par Value, 1,000 shares authorized,
   issued, and outstanding                                      1,000             1,000
Paid-In Capital                                             1,099,000         1,099,000
Treasury Stock, at Cost; 60 Shares                            (66,000)          (66,000)
Retained Earnings                                           1,411,192           412,348
                                                          -----------     -------------
     Total Stockholders' Equity                             2,445,192         1,446,348
                                                          -----------     -------------

     TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY           $ 7,551,268     $   4,986,621
                                                          ===========     =============

</TABLE>

     See Reports of Independent Registered Public Accounting Firm and Notes to
                              Financial Statements

                                        3

<PAGE>

<TABLE>
<CAPTION>
                         DEER VALLEY HOMEBUILDERS, INC.
                            STATEMENTS OF OPERATIONS

                                                           FOR  THE  NINE  MONTHS  ENDED    FOR  THE  YEAR
                                                          -------------------------------        ENDED
                                                            OCTOBER  1,     SEPTEMBER  25,    DECEMBER  31,
                                                              2005             2004              2004
                                                          --------------  ---------------   ---------------
                                                           (UNAUDITED)      (UNAUDITED)
                                                          --------------  ---------------
<S>                                                           <C>              <C>               <C>
Net Revenue                                               $   24,023,661  $      8,820,069  $    15,394,215

Cost of Sales                                                 19,740,677         7,339,160       12,769,267
                                                          --------------  ----------------  ---------------

Gross Profit                                                   4,282,984         1,480,909        2,624,948
                                                          --------------  ----------------  ---------------

Selling, General and Administrative                            2,108,285         1,023,204        1,559,333
                                                          --------------  ----------------  ---------------

Operating Income                                               2,174,700           457,705        1,065,615
                                                          --------------  ----------------  ---------------

Other Income (Expense)
   Interest Expense                                              (56,864)          (36,939)         (55,109)
   Other                                                           6,008                 0                0
                                                          --------------  ----------------  ---------------
                                                                 (50,856)          (36,939)         (55,109)

Net Income                                                $    2,123,844  $        420,767  $     1,010,506
                                                          ==============  ================  ===============

Basic and Diluted Net Income Per Share                    $        2,124  $            421  $         1,011
                                                          ==============  ================  ===============

Weighted Average Shares Outstanding                                1,000             1,000            1,000
                                                          ==============  ================  ===============


     SUPPLEMENTAL UNAUDITED PRO FORMA STATEMENTS OF OPERATIONS INFORMATION

                                                             FOR THE NINE MONTHS ENDED        FOR THE YEAR
                                                          ---------------------------------      ENDED
                                                             OCTOBER 1,     SEPTEMBER 25,     DECEMBER 31,
                                                               2005              2004             2004
                                                          ---------------  ----------------  ---------------
                                                           (UNAUDITED)        (UNAUDITED)
                                                            ---------          ---------
PRO FORMA INCOME TAXES:

Net income, as reported                                   $     2,123,844  $        420,767  $     1,010,506
                                                          ---------------  ----------------  ---------------

Pro forma provision for income taxes:
   Current income taxes                                         1,003,610           331,192          584,328
   Deferred income taxes                                         (296,358)         (175,258)        (266,828)
                                                          ---------------  ----------------  ---------------
   Total income taxes                                             707,252           155,934          317,500
                                                          ---------------  ----------------  ---------------

Pro forma net income                                      $     1,416,592  $        264,833  $       693,006
                                                          ===============  ================  ===============

Pro forma basic and diluted net income per share          $         1,417  $            265  $           693
                                                          ===============  ================  ===============

Weighted average shares outstanding                                 1,000             1,000            1,000
                                                          ===============  ================  ===============
</TABLE>



     See Reports of Independent Registered Public Accounting Firm and Notes to
                              Financial Statements

                                       4
<PAGE>

<TABLE>
<CAPTION>
                                   DEER VALLEY HOMEBUILDERS, INC.
                                  STATEMENT OF STOCKHOLDERS' EQUITY


                                 COMMON  STOCK        ADDITIONAL
                          ---------------------------   PAID-IN     TREASURY   RETAINED
                             SHARES        AMOUNT       CAPITAL      STOCK     EARNINGS     TOTAL
                           ---------     ----------   ----------  ----------  ----------  ----------
<S>                           <C>           <C>          <C>         <C>         <C>         <C>
As of January 7, 2004          1,000     $    1,000   $1,099,000  $        -  $        -  $1,100,000

Purchase of Treasury
Stock                                                                (66,000)                (66,000)

Cash Distributions                                                  (598,158)               (598,158)

Net Income                                                         1,010,506               1,010,506
                           ---------     ----------   ----------  ----------  ----------  ----------

As of December 31,
 2004                          1,000     $    1,000   $1,099,000  $  (66,000) $  412,348  $1,446,348
                           =========     ==========   ==========  ==========  ==========  ==========
</TABLE>


     See Reports of Independent Registered Public Accounting Firm and Notes to
                              Financial Statements

                                       5

<PAGE>

<TABLE>
<CAPTION>
                                       DEER VALLEY HOMEBUILDERS, INC.
                                     STATEMENTS OF STOCKHOLDERS' EQUITY


                                COMMON  STOCK         ADDITIONAL
                             -------------------        PAID-IN     TREASURY     RETAINED
                             SHARES        AMOUNT       CAPITAL       STOCK      EARNINGS     TOTAL
                          ------------  -------------  ----------  -----------  ----------  ----------
<S>                          <C>            <C>           <C>         <C>          <C>         <C>
As of January 1, 2005            1,000  $       1,000  $1,099,000  $   (66,000) $  412,348  $1,446,348

Cash Distributions                                                                (750,000)   (750,000)

Accrual of Distributions                                                          (375,000)   (375,000)

Net Income                                                                       2,123,844   2,123,844
                          ------------  -------------  ----------  -----------  ----------  ----------
As of October 1,
  2005                           1,000  $       1,000  $1,099,000  $   (66,000) $1,411,192  $2,445,192
                          ============  =============  =========== ===========  ==========  ==========
</TABLE>



<TABLE>
<CAPTION>
                          COMMON  STOCK       ADDITIONAL
                        -------------------     PAID-IN     TREASURY    RETAINED
                        SHARES      AMOUNT      CAPITAL      STOCK      EARNINGS     TOTAL
                       --------  ------------  ----------  ----------  ----------  ----------
<S>                      <C>         <C>          <C>         <C>         <C>         <C>
As of January 7, 2004     1,000  $      1,000  $1,099,000  $        -  $       -   $1,100,000

Purchase of Treasury
  Stock                                                       (66,000)                (66,000)

Net Income                                                    420,767                 420,767
                       --------  ------------  ----------  ----------  ----------  ----------

As of September 25,
  2004                    1,000  $    1,000    $1,099,000  $  (66,000) $  420,767  $1,454,767
                       ========  ============  ==========  ==========  ==========  ==========
</TABLE>


     See Reports of Independent Registered Public Accounting Firm and Notes to
                              Financial Statements

                                       6

<PAGE>

<TABLE>
<CAPTION>
                                       DEER VALLEY HOMEBUILDERS, INC.
                                          STATEMENTS OF CASH FLOWS

                              INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS

                                                                    FOR  THE  NINE  MONTHS  ENDED     FOR  THE  YEAR
                                                                   ------------------------------          ENDED
                                                                    OCTOBER  1,      SEPTEMBER  25,    DECEMBER  31,
                                                                      2005               2004               2004
                                                                   -----------       --------------   --------------
                                                                   (UNAUDITED)        (UNAUDITED)
                                                                    ---------          ---------
<S>                                                                    <C>               <C>              <C>
CASH FLOWS FROM OPERATING ACTIVITIES:

Net Income                                                         $ 2,123,844       $      420,767   $    1,010,506
Adjustments to reconcile net income to net cash provided
by operating activities:
   Depreciation on property, plant and equipment                        87,327               56,570           84,211
   Changes in assets and liabilities:
      (Decrease) in receivables                                     (1,294,823)            (994,296)      (1,064,518)
      (Decrease) in other receivables                                   (3,005)              (3,000)          (1,000)
      (Decrease) in inventories                                       (548,387)            (764,895)        (687,110)
      (Decrease) in prepayments and other assets                        (3,989)             (51,010)         (48,916)
      Increase in accounts payable                                  (1,157,784)             602,246          496,821
      Increase in accounts payable under dealer incentives             189,790               72,350          108,056
      Increase in estimated warranties                                 140,000              344,000          550,000
      Increase in compensation and related accruals                    210,432              253,987          271,121
      Increase (Decrease) in accrued stockholder distributions        (545,540)                              545,540
      Increase in accrued expenses                                     102,996               68,450           67,967
                                                                   -----------       --------------   --------------
         Net cash provided by operating activities                   1,616,429                5,169        1,332,679
                                                                   -----------       --------------   --------------

Cash Flows from Investing Activities:
   Purchase of capital assets                                          (72,697)          (1,680,609)      (1,705,470)
   Purchase of certificate deposit                                     (150,000)                  0                0
                                                                   ------------      --------------   --------------
      Net cash (used in) investing activities                          (222,697)         (1,680,609)      (1,705,470)
                                                                   ------------      --------------   --------------

Cash Flows from Financing Activities:
   Proceeds from notes payable                                                       $    1,543,314   $    1,543,314
   Repayments of notes payable                                     $    (64,659)            (32,397)         (42,546)
   Purchase of treasury stock                                                                                (66,000)
   Issuance of common stock                                                               1,100,000        1,100,000
   Payment of cash distributions                                       (750,000)                  0         (598,158)
      Net cash (used in) financing activities                          (814,659)          2,610,917        1,936,610
                                                                   ------------      --------------   --------------

Net Increase in Cash and Cash Equivalents                               579,073             935,477        1,563,818

Cash and Cash Equivalents at Beginning of Year                        1,563,818                   0                0
                                                                   ------------      --------------   --------------
Cash and Cash Equivalents at End of Year                           $  2,142,811      $      935,477   $    1,563,818
                                                                   ============      ==============   ==============

Supplemental Cash Flows Information:

Cash Paid for Interest                                             $     57,310      $       32,494   $       50,099
                                                                   ============      ==============   ==============

Cash Paid for Income Taxes                                         $          0      $            0   $            0
                                                                   ============      ==============   ==============
</TABLE>


     See Reports of Independent Registered Public Accounting Firm and Notes to
                              Financial Statements

                                        7

<PAGE>

                         DEER VALLEY HOMEBUILDERS, INC.
                          NOTES TO FINANCIAL STATEMENTS
                     FOR THE PERIOD ENDED DECEMBER 31, 2004


1.   NATURE  OF  BUSINESS,  BASIS  OF  PRESENTATION,  UNAUDITED  PRO  FORMA
     FINANCIAL INFORMATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     THE  COMPANY  -  Deer  Valley  Homebuilders,  Inc.  (the  Company)  was
     organized  and  incorporated  in January 2004 and is headquartered in Guin,
     Alabama. The Company operates on a 52-53 week year end.

     NATURE  OF  OPERATIONS  -  The  Company  designs  and produces manufactured
     homes  which  are  sold  to  a  network of dealers located primarily in the
     southeastern  and  south-central  regions of the United States. The Company
     operates  out  of  one manufacturing facility located in Guin, Alabama (the
     northwestern region of Alabama). Business is seasonal and cyclical with the
     potential for significant fluctuations in quarterly earnings as a result of
     factors  impacting the broader housing market, including but not limited to
     changes  in the availability and cost of customer financing, changes in the
     cost  of  construction  materials,  and  changes in the economic conditions
     within the market regions served by the Company.

     BASIS  OF  PRESENTATION  -  The  unaudited  balance  sheet as of October 1,
     2005,  and  the  accompanying  unaudited  statements  of  operations,
     stockholders'  equity  and  cash flows for the nine months ended October 1,
     2005,  and  September  25,  2004,  are  unaudited.  These unaudited interim
     financial  statements  have  been  prepared  in  accordance with accounting
     principles  generally  accepted in the United States of America for interim
     financial  statements.  In the opinion of management, the unaudited interim
     financial  statements  include  all  adjustments  necessary  for  the  fair
     presentation of the Company's financial position as of October 1, 2005, and
     the  results of its operations and its cash flows for the nine months ended
     October  1, 2005, and September 25, 2004. The results of operations for the
     nine  months  ended  October 1, 2005, are not necessarily indicative of the
     results to be expected for the year ending December 31, 2005.

     UNAUDITED  PRO  FORMA  FINANCIAL  INFORMATION  - The accompanying unaudited
     pro  forma  statement  of operations information gives effect to net income
     and  net  income  per  share  as  if  the Company were subject to State and
     Federal  income  taxes for all periods presented. For purposes of unaudited
     pro  forma  financial  information  the  Company  has applied the asset and
     liability method prescribed in Statements of Financial Accounting Standards
     No. 109, Accounting for Income Taxes.
              ---------------------------

     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

     ACCOUNTING  ESTIMATES  -  The  Company's  consolidated financial statements
     are prepared in conformity with accounting principles generally accepted in
     the United States of America which require management to make estimates and
     assumptions  that affect the reported amounts of assets and liabilities and
     disclosure  of  contingent  assets  and  liabilities  at  the  date  of the
     consolidated  financial statements and the reported amounts of revenues and
     expenses  during  the  reporting  period.  Actual results could differ from
     those estimates.

     FAIR  VALUE  OF  FINANCIAL  INSTRUMENTS  -  The  carrying  value  of  the
     Company's  cash  equivalents,  accounts  receivable,  accounts  payable and
     accrued  expenses  approximates fair value because of the short-term nature
     of these instruments.

     CASH  EQUIVALENTS  -  The  Company  considers all highly liquid investments
     with original maturities of three months or less to be cash equivalents.

                                        8

<PAGE>

     ACCOUNTS  RECEIVABLE  -  Accounts  receivable  represent  balances due from
     dealers. Credit risk associated with balances due from dealers is evaluated
     by  management relative to financial condition and past payment experience.
     As  a  result of management's reviews no reserves for uncollectible amounts
     have been recorded in the accompanying financial statements.

     INVENTORIES  -  Inventories  are  stated  at  the  lower of cost (first-in,
     first-out method) or market. Work-in-process and finished goods inventories
     include an allocation for labor and overhead costs.

     PROPERTY,  PLANT  AND  EQUIPMENT  -  Property,  plant  and  equipment  is
     stated  at  cost  and  depreciated  over  the estimated useful lives of the
     related assets ranging from 5 to 40 years primarily using the straight-line
     method.  Maintenance  and  repairs  are  expensed as incurred. Depreciation
     expense  amounted  to  $84,211  for  the  year ended December 31, 2004, and
     $87,327  and  $56,570  for  the  nine  months  ended  October  1, 2005, and
     September 25, 2004, respectively.

     IMPAIRMENT  OF  LONG-LIVED  ASSETS  -  In  accordance  with  SFAS  No. 144,
     Accounting for the Impairment or Disposal of Long-Lived Assets, the Company
     evaluates  the carrying value of long-lived assets to be held and used when
     events  and  circumstances  warrant  such  a  review. The carrying value of
     long-lived  assets is considered impaired when the anticipated undiscounted
     cash  flow from such assets is less than its carrying value. In that event,
     a  loss  is  recognized  based  on  the  amount by which the carrying value
     exceeds  the  fair market value of the long-lived assets. Fair market value
     is  determined  primarily  using the anticipated cash flows discounted at a
     rate commensurate with the risk involved. Losses on long-lived assets to be
     disposed of are determined in a similar manner, except that the fair market
     values  are  primarily  based  on independent appraisals and preliminary or
     definitive contractual arrangements less costs to dispose.

     REVENUE  RECOGNITION  -  Revenue  for  manufactured  homes  sold  to
     independent  dealers  generally  is  recorded  when  all  of  the following
     conditions  have been met; (a) an order for the home has been received from
     the  dealer, (b) an agreement with respect to payment terms (usually in the
     form of a written or verbal approval for payment has been received from the
     dealer's  flooring institution), and (c) the home has been shipped and risk
     of loss has passed to the dealer.

     PRODUCT  WARRANTIES  -  The  Company  provides  the  retail  home  buyer  a
     one-year  limited  warranty  covering defects in material or workmanship in
     home  structure,  plumbing  and  electrical  systems. The Company estimated
     warranty  costs  are  accrued at the time of the sale to the dealer flowing
     industry  standards  and  historical  warranty  cost  incurred.  Periodic
     adjustments  to  the  estimated  warranty  accrual are made as events occur
     which  indicate changes are necessary. As of December 31, 2004, the Company
     has  provided a liability of $550,000 for estimated warranty costs relating
     to  homes sold, based upon management's assessment of historical experience
     factors and current industry trends.

     Management  reviews  its  warranty  requirements  at  the  close  of  each
     reporting  period  and  adjusts  the  reserves  accordingly.  The following
     tabular  presentation  reflects  activity  in  warranty reserves during the
     periods presented:


<TABLE>
<CAPTION>
                                           NINE MONTHS ENDED              FOR THE
                                      -----------------------------     YEAR ENDED
                                      OCTOBER  1,     SEPTEMBER  25,   DECEMBER  31,
                                         2005             2004              2004
                                      -----------     ------------     -------------
                                      (UNAUDITED)      (UNAUDITED)
                                       ---------        ---------
<S>                                       <C>              <C>              <C>
     Balance at Beginning of Period   $   550,000     $          0     $           0
        Warranty Charges                1,186,546          418,563           798,164
        Warranty Payments              (1,046,546)         (74,563)         (248,164)
                                      -----------     ------------     -------------
     Balance at End of Period         $   690,000     $    344,000     $     550,000
                                      ===========     ============     =============
</TABLE>

                                        9

<PAGE>

     DEALER  INCENTIVE  PROGRAMS  -  The  Company  provides  rebates  to dealers
     based  upon  a predetermined formula applied to the volume of homes sold to
     the  dealer  during  the  year.  These rebates are recorded at the time the
     dealer sales are consummated.

     NET  INCOME  PER  SHARE  -  Basic income per share represents the Company's
     net  income  divided  by  the  weighted  average  shares  of  common  stock
     outstanding during the period. The Company has no common stock equivalents,
     convertible  instruments  or  other  arrangements  that  would  result in a
     dilutive effect on basic income per common share.

     INCOME  TAXES  -  The  Company  has elected to be taxed under the provision
     of  Subchapter  S of the Internal Revenue Code. Under those provisions, the
     Company does not pay federal or state corporate income taxes on its taxable
     income.  Instead,  the  stockholders  are liable for individual federal and
     state  income  taxes  on  their  respective  share of the Company's taxable
     income  in  their   individual   income  tax   returns.   Accordingly,  the
     accompanying  financial  statements do not include income taxes. See Note 6
     for information about pro forma income taxes.

     NEW   ACCOUNTING   PRONOUNCEMENTS  -  In   December  2004,   the  Financial
     Accounting   Standards  Board   ("FASB")   issued  Statement  of  Financial
     Accounting  Standard  ("SFAS")  No.  123R,   "Share-Based  Payment."  Under
     previous  practice,  the  reporting  entity  could  account for share-based
     payment under the provisions of APB Opinion No. 25 and disclose share-based
     compensation  as  accounted for under the provisions of SFAS No. 123. Under
     the provisions of SFAS No. 123R, a public entity is required to measure the
     cost  of  employee  services  received  in  exchange for an award of equity
     instruments  based  on the grant-date fair value of the award. That cost is
     recognized  over the period during which an employee is required to provide
     service  in  exchange  for the award. The Company will early adopt SFAS No.
     123R,  which is effective June 15, 2005, in January 2005. Once the standard
     is  adopted,  we  currently  expect full-year 2005 diluted net earnings per
     share  to be reduced by approximately $.01 for stock option. Application of
     this pronouncement requires significant judgment regarding the inputs to an
     option  pricing  model,  including  stock  price  volatility  and  employee
     exercise  behavior. Most of these inputs are either highly dependent on the
     current  economic  environment at the date of grant or forward-looking over
     the  expected term of the award. As a result, the actual impact of adoption
     on  earnings for 2005 could differ significantly from our current estimate.
     We are currently considering the modified prospective method of transition,
     which would be first effective for our 2006 fiscal first quarter.


 2.  CASH AND CASH EQUIVALENTS

     Cash  and  cash  equivalents  at  December  31,  2004,  are  held  in  one
     financial  institution  in  Guin,  Alabama,  and  exceed the FDIC limits of
     insurability.

3.   INVENTORIES

     Inventories consisted of the following components:

                              OCTOBER  1,  2005     DECEMBER  31,  2004
                              -----------------     -------------------
                                 (UNAUDITED)
                                 -----------

     Raw  Materials           $         787,232     $           408,821
     Work-in-Process                    213,734                 156,718
     Finished  Goods                    234,531                 121,571
                              -----------------     -------------------
     Total  Inventory         $       1,235,497     $           687,110
                              =================     ===================

                                       10
<PAGE>

4.  PROPERTY,  PLANT  AND  EQUIPMENT

     Property, Plant and Equipment consisted of the following:

                              OCTOBER  1,  2005     DECEMBER  31,  2004
                              -----------------     -------------------
                                 (UNAUDITED)
                                 -----------

     Land  and  Improvements  $         296,915     $           277,500
     Buildings                          822,500                 822,500
     Machinery  and  Equipment          533,596                 495,145
     Furniture  and  Fixtures           125,156                 110,325
                               ----------------     -------------------
     Total  Property,  Plant
      and  Equipment          $       1,778,167     $         1,705,470
                              =================     ===================

5.   CREDIT  ARRANGEMENTS

     REVOLVING  LINE  OF  CREDIT  -  The Company has a fixed rate revolving line
     of  credit  with  State Bank and Trust of Guin, Alabama. Under this line of
     credit  entered  into on March 3, 2004, the Company can make loan draws for
     business  purposes  up  to  a  maximum amount of $500,528 in the aggregate.
     Amounts  drawn  on the line of credit accrue interest at the fixed interest
     rate  of 5.5%. The line of credit matures March 25, 2005, and is secured by
     inventory  and accounts receivable of the Company. As of December 31, 2004,
     no amounts were drawn and outstanding under the line of credit arrangement.

     IRREVOCABLE  STANDBY  LETTERS  OF  CREDIT  -  The Company during its normal
     course  of  business  is  required  to issue irrevocable standby letters of
     credit  in  the  favor  of  independent  third  party  beneficiaries. As of
     December  31,  2004,  the  following  letters  of credit were issued and in
     force:

          Letter  of  Credit  No.  91  issued  through State Bank & Trust in the
          amount  of  $2,500  to  the favor of beneficiary Northwest Alabama Gas
          District,  issued  March  2, 2004, and expiring March 2, 2005, pending
          renewal.

          Letter  of  Credit  No.  92  issued  through State Bank & Trust in the
          amount  of  $225,000  to  the favor of beneficiary Bombardier Capital,
          Inc.,  issued  April  20,  2004,  and expiring April 20, 2005, pending
          renewal.  Personally  guaranteed  by the three largest stockholders of
          the Company. (See Note 9.)

          Letter  of  Credit  No.  93  issued  through State Bank & Trust in the
          amount  of  $100,000  to  the  favor  of  beneficiary  21st  Mortgage
          Corporation,  issued  May  3, 2004. Personally guaranteed by the three
          largest stockholders of the Company. (See Note 9.)

          Letter  of  Credit  No.  96  issued  through State Bank & Trust in the
          amount  of  $112,500  to  the favor of beneficiary Bombardier Capital,
          Inc.,  issued  September  3,  2004,  and  expiring  September 3, 2005,
          pending renewal. (See Note 9.)

          Letter  of  Credit  No.  97  issued  through State Bank & Trust in the
          amount  of  $150,000  to  the  favor of Textron Financial Corporation,
          issued  September  21,  2004, and expiring September 21, 2005, pending
          renewal. (See Note 9.)

          As  of  December  31,  2004,  no  amounts  had been drawn on the above
          irrevocable  letters  of  credit  by  the beneficiaries. Subsequent to
          December  31,  2004,  letters  of credit No. 92 and No. 96 in favor of
          Bombardier  Capital,  Inc.,  were  replaced  and  made  void effective
          January  27,  2005. Replacement letter of credit No. 98 issued through
          State  Bank  &  Trust  in  the  amount  of  $400,000  to  the favor of
          Bombardier  Capital,  Inc.,  issued  January  27,  2005,  and expiring
          January 27, 2006 voided No. 92 and No. 96. (See Note 9.)

                                       11

<PAGE>

6.   PRO  FORMA  INCOME  TAXES  (UNAUDITED)

     The  following  unaudited  pro  forma  income  tax information gives effect
     to  Federal  and  State income taxes as if the Company was subject to State
     and Federal income taxes.

     The pro forma provision for income taxes consists of the following:

<TABLE>
<CAPTION>
                                                                            FOR  THE  YEAR
                                         FOR  THE  NINE  MONTHS  ENDED           ENDED
                                         -----------------------------       DECEMBER  31,
                                         OCTOBER  1,     SEPTEMBER  25,          2004
                                           2005             2004
                                         ----------     --------------      --------------
                                         (UNAUDITED)     (UNAUDITED)
                                          ---------       ---------
<S>                                          <C>              <C>                  <C>
     Current:
        United States Federal            $  961,179     $     301,513       $      523,698
        States                               42,431            29,679               60,630
     Deferred Income Taxes                 (296,358)         (175,258)            (266,828)
                                         ----------     -------------       --------------
        Pro Forma Income Tax Provision   $  707,252     $     155,934       $      317,500
                                        ===========     =============       ==============
</TABLE>

     The  above  pro  forma  provision  for  income taxes was computed using the
     asset  and  liability  method.  Under  this method, deferred tax assets and
     liabilities  are recognized for the future tax consequences attributable to
     differences  between  the  financial statement carrying amounts of existing
     assets  and liabilities and their respective tax bases. Deferred tax assets
     and  liabilities  are measured using enacted tax rates expected to apply to
     taxable  income  in  the  years  in  which  those temporary differences are
     expected  to be recovered or settled. The effect on deferred tax assets and
     liabilities  of a change in tax rates is recognized in income in the period
     that includes the enactment date.

     The  pro  forma  provision  for  income  taxes  for  the  nine months ended
     October  1,  2005, and September 25, 2004, are based upon management's best
     estimate  of  the  expected pro forma effective tax rate for the year ended
     December  31, 2005 and the actual pro forma effective tax rate for the year
     ended December 31, 2004, respectively.

     Pro forma deferred income tax assets and liabilities are as follows:

<TABLE>
<CAPTION>
                                                                         FOR  THE  YEAR
                                       FOR  THE  NINE  MONTHS  ENDED         ENDED
                                       -----------------------------     --------------
                                         OCTOBER  1,     SEPTEMBER  25,   DECEMBER  31,
                                            2005             2004              2004
                                         ------------   --------------    -------------
                                         (UNAUDITED)     (UNAUDITED)
                                          ---------       ---------
<S>                                       <C>              <C>                 <C>
     Warranty and Other Reserves         $    266,000   $      144,900   $      266,351
     Depreciation Methods                      30,358           30,358           40,477
                                         ------------   --------------   --------------
     Deferred Tax Assets, Net            $    296,358   $      175,258   $      266,828
                                         ============   ==============   ==============

     Current Deferred Assets             $    296,358   $      175,258   $      266,828
     Net Non-current Deferred Tax Assets            -                -                -
                                         ------------   --------------   --------------
     Deferred Tax Assets, Net            $    296,358   $      175,258   $      266,828
                                         ============   ==============   ==============
</TABLE>


     The  Company's  pro  forma  provision  for  income  taxes is lower than the
     income  tax expense that would result from using the Federal Statutory Rate
     of  35%.  The State of Alabama has issued a capital investment credit for a
     20-year  period  in  the  amount  of  $85,000 per year. The following table
     reflects  reconciliation  between  the  statutory  rate  and  the pro forma
     effective tax rate for each of the periods presented:

                                       12

<PAGE>

<TABLE>
<CAPTION>
                                                                                         FOR  THE  YEAR
                                                        FOR  THE  NINE  MONTHS  ENDED         ENDED
                                                        -----------------------------     --------------
                                                        OCTOBER  1,     SEPTEMBER  25,     DECEMBER  31,
                                                          2005             2004                2004
                                                        ---------      --------------     --------------
                                                       (UNAUDITED)      (UNAUDITED)
                                                        ---------        ---------
<S>                                                       <C>              <C>                   <C>

     United  States  Federal  Statutory  Rate               35.0%               35.0%              35.0%
     State  Income  Tax  Rate, Net of Federal Benefit        1.9%                1.9%               1.9%
     Non-deductible  Items                                  -3.6%               -5.4%              -5.5%
                                                        ---------      --------------     --------------
        Pro  Forma  Effective  Income  Tax  Rate            33.3%               31.5%              31.4%
                                                        =========      ==============     ==============
</TABLE>

7.   LONG-TERM  DEBT

     Long-term debt of the Company as of December 31, 2004, was as follows:

<TABLE>
<CAPTION>
                                                                   OCTOBER  1,     DECEMBER  31,
                                                                      2005            2004
                                                                  -----------      -------------
                                                                  (UNAUDITED)
                                                                   ---------
<S>                                                                  <C>                <C>
        Note  payable  to  State  Bank  &  Trust,  payable  in
        monthly  installments  of  $10,000  including  interest
        at  5.00%,  maturing  November  11,  2008,  secured
        by  all  assets  of  the  Company  and  personally
        guaranteed  by  two  major  stockholders  of  the
        Company                                                   $ 1,428,495      $   1,462,992

        Note  payable  to  GMAC,  payable  in  monthly
        installments  of  $618  including  interest  at  8.00%,
        maturing  March  29,  2009,  secured  by  2003
        Chevrolet  truck                                                    0             26,641

        Note  payable  to  Great  American,  payable  in
        monthly  installments  of  $251  including  interest
        at  11.11%,  maturing  February  1,  2007,  secured
        by  copier  equipment                                           3,931              5,777

        Note  payable  to  Great  American,  payable  in
        monthly  installments  of  $240  including  interest
        at  13.96%,  maturing  February  28,  2007,  secured
        by  copier  equipment                                           3,683              5,358
                                                                  -----------      -------------

        Total                                                       1,436,109          1,500,768
        Less:  Current  portion  of  long-term  debt                  (14,690)           (58,190)
                                                                  -----------      -------------
        Total  Long-Term  Debt,  net  of  current  portion        $ 1,421,419      $   1,442,578
                                                                  ==========       =============
</TABLE>

     Total  interest  costs  for  the  nine  months  ended  October 1, 2005, and
     September  25,  2005 (unaudited), and for the year ended December 31, 2004,
     amounted  to  $56,683,  $36,939, and $55,109, respectively, as reflected on
     the face of the accompanying statement of income.

                                       13

<PAGE>

At December 31, 2004, principal repayment requirements on long-term debt were as
follows:

     YEAR  ENDING  DECEMBER  31                                       AMOUNT
     --------------------------                                   ----------
             2005                                                 $   58,190
             2006                                                     61,728
             2007                                                     60,368
             2008                                                  1,318,654
             2009                                                      1,828
                                                                  ----------
             Total                                                 1,500,768
             Less:  Current  portion  of  long-term  debt            (58,190)
                                                                  ----------
             Total  Long-Term  Debt,  net  of  current  portion   $1,442,578
                                                                  ==========

8.   STOCKHOLDERS'  EQUITY

     Effective  end  of  business  day  on  December  31,  2004,  the  Company
     purchased  approximately  sixty  shares  of  common  stock  from one of its
     minority  stockholders  for  a  total  cost  of  $66,000  and  recorded the
     purchased shares as treasury stock.

     During  the  year  ended  December  31,  2004,  the  Company's  board  of
     directors  authorized stockholder distributions payable to stockholders' of
     record  in  the  cumulative  amount  of  $598,158.  At  December  31, 2004,
     approximately  $545,540  of  these authorized distributions to stockholders
     had  not  been  paid  and  has  been  recorded  as  accrued  stockholder
     distributions,  as  reflected on the face of the accompanying balance sheet
     as a current liability of the Company.

9.   COMMITMENTS  AND  CONTINGENCIES

     REPURCHASE  AGREEMENTS  -  The  Company  is  contingently  liable,  for
     periods  ranging  from  18  to  24  months,  under  the terms of repurchase
     agreements  with financial institutions who provide inventory financing for
     retailers  of  the  Company's  products.  These  arrangements,  which  are
     customary  in  the industry, provide for the repurchase of products sold to
     retailers in the event of default by the retailer on its lending agreement.
     The contingent obligation terminates when the retailer sells the homes. The
     risk  of loss under these agreements is spread over numerous retailers and,
     generally,  the company has the right to repossess the home in the event of
     the  dealers  default.  The  maximum  amount  for  which  the  Company  is
     contingently  liable  under  such  agreements  amounted  to  $4,516,365  at
     December  31,  2004  and  $7,828,334  at  October  1,  2005.  The remaining
     outstanding  contingent  liability  arising  from sales to dealers prior to
     December  31,  2004  amounted  to  $525,000 on the date of this filing. The
     Company evaluates its liability under these arrangements in accordance with
     FASB  Interpretation  No.  45  Guarantor's  Accounting  and  Disclosure
     Requirements  for Guarantees, Including Indirect Guarantees of Indebtedness
     of Others. The Company to date has not experienced significant losses under
     these  agreements  and  periodically  evaluates  the  dealers'  financial
     condition.  As  a result, management does not expect any future losses that
     may  arise  under  these  agreements  to  have  a  material  effect  on the
     accompanying  financial  statements  and,  accordingly,  has  recorded  no
     liability.

     LITIGATION  -  The  Company  in  the  normal  course of business is subject
     to  claims and litigation. Management of the Company is of the opinion that
     based on information available, such legal matters will not ultimately have
     a material adverse effect on the financial position or results of operation
     of the Company.

     IRREVOCABLE  STANDBY  LETTERS  OF  CREDIT  -  See  Note  5  Credit
     Arrangements.

                                       14

<PAGE>

10.  RELATED PARTY TRANSACTIONS

     During  the  year  ended  December  31,  2004,  the  Company  purchased its
     single  manufacturing  facility,  underlying  land,  and  certain equipment
     content of the facility from the father of the Company's president/majority
     stockholder  at  a  cost  of $1,500,000. In addition, the Company pays this
     same  related  party a consulting fee of $5,000 per month. Total consulting
     fees  paid  in  2004  amounted  to $75,000. This agreement expires in 2008.
     Management  asserts  that  these  transactions are arms length transactions
     between the Company and the related party.

     The  Company  has  various  Irrevocable  Standby Letters of Credit in force
     as  of December 31, 2004. One letter of credit in the amount of $225,000 is
     personally  guaranteed  by  three of the Company's largest stockholders, as
     more fully described in Note 5 Credit Arrangements.

     The  Company  has  a  note  payable  to State Bank & Trust in the amount of
     $1,462,992  at  December 31, 2004, which is secured in part by the personal
     guaranty  of  two  of  the  Company's  largest  stockholders, as more fully
     described in Note 6 Long-Term Debt.

     Stockholder  distributions  approximating  $598,158  were  declared payable
     to  the  stockholders  of  the Company during 2004 pro rata to their common
     stock  ownership  interest,  as  reflected  on the face of the accompanying
     statement  of  retained  earnings.  Each  of  these  stockholders  was also
     employed  by  the  Company  during  2004 and was paid employee compensation
     based on negotiated arm's length employment agreements.

11.  SUBSEQUENT EVENTS

     On  November  1,  2005,  Deer  Valley  Acquisitions  Corp.,  a  Florida
     corporation  ("DVA"),  entered  into a Common Stock Purchase Agreement with
     the  stockholders/employees  of  the  Company to sell all of the issued and
     outstanding  common  stock of Deer Valley Homebuilders, Inc. for a price of
     $6,000,000. As a condition of closing, each stockholder/employee will enter
     into  a  five year employment agreement and will be entitled to participate
     in  a  price  adjustment  target  account  ("PATA").  The  PATA  shall be a
     liability  accruing  for  any  calendar  year in which the Company's pretax
     earnings exceeds $1,000,000. The PATA calculations will begin on October 2,
     2005,  however,  the  $1,000,000 calculation for the fourth quarter of 2005
     will  be  $250,000. At the end of any such year, the PATA will be increased
     by  an  amount  equal  to 50% of the pretax earnings of the Company that is
     over  the  $1,000,000  threshold  for  such  calendar  year.  Partial  cash
     distributions of up to 50% of any stockholder's/employee's pro rata accrued
     value  of  the  PATA  will  be  made  by  DVA  at  the  request  of  the
     stockholder/employee at any time after January 1, 2007. All funds remaining
     in  the  PATA  will  be  distributed  to  the stockholders/employees on the
     earlier  of  January  1,  2014  or the date that the PATA has accumulated a
     total  of $6,000,000, assuming the employment agreement has been completed.
     If the stockholder/employee fails to complete his employment term either by
     voluntarily  leaving  the Company, is terminated for cause; or violates the
     Company's  non-compete  agreement  shall forfeit their portion of the PATA.
     That  stockholder's/employee's  share of the PATA will be redistributed 50%
     back  to  the  Company  and  50%  assigned  to  the  remaining
     stockholders/employees on a pro-rata basis.

     Deer  Valley  Homebuilders,  Inc.  ("Deer  Valley")  has  entered  into  a
     letter of intent with Cytation Corporation ("Cytation") to effect a reverse
     merger  transaction.  The  reverse merger requires the approval of both the
     boards  of  directors  of  Cytation  and  Deer Valley and is subject to the
     negotiation and execution of definitive documents. If consummated, Cytation
     would expect to issue to Deer Valley's stockholders securities constituting
     approximately  94%  of  the total issued and outstanding equity of Cytation
     immediately  after  the  closing,  exclusive  of  warrants. Deer Valley has
     agreed  to  assume  approximately $120,000 of Cytation's liabilities at the
     closing of the transaction.

                                       15

<PAGE>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.2
<SEQUENCE>14
<FILENAME>ex99-2.txt
<DESCRIPTION>PRO-FORMA FINANCIAL INFORMATION
<TEXT>
EXHIBIT 99.2

CYTATION CORP

<TABLE>
<CAPTION>
                                                     Cytation Corporation
                                                         Balance Sheet
                                                   As of September 30, 2005

                                                          DeerValley           Cytation       Pro Forma           Pro Forma
                                                        Homebuilders, Inc.       Corp.       Adjustments         Consolidated
                                                           (Unaudited)        (Unaudited)    (Unaudited)         (Unaudited)
<S>                                                            <C>                <C>           <C>                 <C>
CURRENT ASSETS:
  Cash                                                    $  2,142,891    $        6,000     $         -        $  2,148,891
  Certificate of Deposit                                       150,000                 -               -             150,000
  Accounts Receivable                                        2,359,341                 -               -           2,359,341
  Other Receivable                                               4,005                                                 4,005
  Inventories                                                1,235,497                                             1,235,497
  Prepaid expenses and other current assets                     52,904                 -               -              52,904

       Total Current Assets                                  5,944,638             6,000               -           5,950,638

PROPERTY AND EQUIPMENT, Net                                  1,606,629                 -               -           1,606,629

OTHER ASSETS:
  Security deposit                                                   -             1,800               -               1,800
  Goodwill                                                           -                 -       3,554,808 (4)       3,554,808
       Total Other Assets                                            -             1,800       3,554,808           3,556,608

       TOTAL ASSETS                                       $  7,551,267    $        7,800     $ 3,554,808        $ 11,113,875
                                                         ==============   ==============  ==============        ============

 LIABILITIES AND STOCKHOLDERS'EQUITY(DEFICIT)

CURRENT LIABILITIES:
  Current Maturities of Long-Term Debt                    $     14,690    $            -     $         -        $     14,690
  Accounts payable                                           1,654,605            53,916         325,480 (3)       2,034,001
  Accounts Payable under Dealer Incentive Programs             297,846                                 -             297,846
  Estimated Warranties                                         690,000                                 -             690,000
  Compensation and Related Accruals                            481,553                                 -             481,553
  Accrued Stockholder Distributions                            375,000                                 -             375,000
  Income Tax Payable                                                                             707,252 (6)
  Other Accrued Expenses                                       170,963           129,382               -             300,345

       Total Current Liabilities                             3,684,657           183,298       1,032,732           4,900,687

LONG TERM LIABILITIES:
  Long-Term Debt, Net of Current Maturities                  1,421,418                 -       1,500,000 (1)       2,921,418

STOCKHOLDERS' EQUITY(DEFICIT):
  Series A Preferred stock, $0.01 par value, 750,000
shares authorized, 532,750 shares issued and outstanding                                           5,328 (2)           5,328
  Series B Preferred stock, $0.01 par value, 49,451
shares authorized, 49,451 shares issued and outstanding                                              495                 495
  Series C Preferred stock, $0.01 par value, 26,750
shares authorized, 26,750 shares issued and outstanding                                              268                 268
  Common stock, $0.001 par value, 2,000,000
shares authorized, 952,622 shares issued and outstanding         1,000               953          (1,000)                953
  Additional paid-in capital                                 1,099,000        32,649,133       3,069,430 (2),(3)  36,817,563
  Treasury Stock at Cost                                       (66,000)                           66,000                   -
  Retained Earnings and Accumulated deficit                  1,411,192       (32,825,584)     (2,118,444)(5)     (33,532,836)

       TOTAL STOCKHOLDERS' EQUITY (DEFICIT)                  2,445,192          (175,498)      1,022,076           3,291,770

       TOTAL LIABILITIES AND STOCKHOLDERS'
         EQUITY (DEFICIT)                                 $  7,551,267     $       7,800     $ 3,554,808        $ 11,113,875
                                                          ==============   ==============   ==============      ============
<FN>
(1) Debt issued in connection with Acquisition
(2) Series A Preferred Stock issued in connection with Acquisition Reduced by DVHB APIC and Transaction Costs
(3) Transaction costs outstanding in connection with Acquisition
(4) Goodwill booked in connection with Acquisition
(5) Pro forma income tax payable
</TABLE>

<PAGE>

CYTATION CORP

<TABLE>
<CAPTION>
                                                  Cytation Corporation
                                    Pro Forma Consolidated Statements of Operations
                                      For The Nine Months Ended September 30, 2005
                                                      (Unaudited)

                                                DeerValley         Cytation          Pro Forma        Pro Forma
                                             Homebuilders, Inc.      Corp.          Adjustments      Consolidated
                                                (Unaudited)       (Unaudited)       (Unaudited)      (Unaudited)
<S>                                                 <C>               <C>               <C>              <C>
NET REVENUE                                  $    24,023,661   $        49,114   $             -   $  24,072,775

COST OF REVENUE                                   19,740,677             1,738                 -      19,742,415

GROSS PROFIT                                       4,282,984            47,376                 -       4,330,360

OPERATING EXPENSES:
     Depreciation                                     87,327             1,037                 -          88,364
     Selling, general and administrative           2,020,958           223,952                 -       2,244,910

          TOTAL OPERATING EXPENSES                 2,108,285           224,989                 -       2,333,274

          OPERATING INCOME/(LOSS)                  2,174,699          (177,613)                -       1,997,086

OTHER INCOME (EXPENSES)
     Gain on sale and distribution of investment           -            31,902                 -          31,902
     Loss on sale of property and equipment                -            (4,270)                -          (4,270)
     Loss on termination of ARE agreement                  -            (5,000)                -          (5,000)
     Interest income (expenses), net                 (56,864)           (4,659)                -         (61,523)
     Other Income                                      6,008                 -                 -           6,008

          TOTAL OTHER INCOME                         (50,856)           17,973                 -          (32,883)

          INCOME/(LOSS) BEFORE INCOME TAXES        2,123,843          (159,640)                -        1,964,203

INCOME TAX EXPENSE                                         -                 -           707,252          707,252

          NET LOSS                           $     2,123,843   $      (159,640)  $      (707,252)  $    1,256,951
                                             ===============   ================  ================  ===============
Net (Loss) Income Per Share (Basic)          $         2,124   $         (0.18)  $        707.25   $         1.40
Net (Loss) Income Per Share (Fully Diluted)  $         2,124   $         (0.18)  $         (0.05)  $         0.08
                                             ===============   ================  ================  ===============
Weighted Average Common Shares Outstanding             1,000           898,144            (1,000)         898,144
Weighted Average Common and Common
  Equivalent Shares Outstanding                        1,000           898,144        14,817,956       15,717,100
                                             ===============   ================  ================  ===============
</TABLE>

<PAGE>

CYTATION CORP

<TABLE>
<CAPTION>
                                                  Cytation Corporation
                                    Pro Forma Consolidated Statements of Operations
                                     For The Twelve Months Ended December 31, 2004
                                                      (Unaudited)

                                                DeerValley         Cytation        Pro Forma          Pro Forma
                                             Homebuilders, Inc.      Corp.        Adjustments        Consolidated
                                                (Unaudited)       (Unaudited)     (Unaudited)        (Unaudited)
<S>                                                                <C>               <C>               <C>
NET REVENUE                                    $15,394,215       $     240,368    $          -     $  15,634,583

COST OF REVENUE                                 12,769,267             746,896               -        13,516,163

GROSS PROFIT                                     2,624,948            (506,528)              -         2,118,420

OPERATING EXPENSES:
     Depreciation                                   84,211               3,857               -            88,068
     Selling, general and administrative         1,475,122             367,007               -         1,842,129

          TOTAL OPERATING EXPENSES               1,559,333             370,864               -         1,930,197

          OPERATING INCOME/(LOSS)                1,065,615            (877,392)              -           188,223

OTHER INCOME (EXPENSES)
     Gain on sales of Marketable Securities              -             187,976               -           187,976
     Interest income (expenses), net               (55,109)             (5,298)              -           (60,407)

          TOTAL OTHER INCOME                       (55,109)            182,678               -           127,569

          INCOME/(LOSS) BEFORE INCOME TAXES      1,010,506            (694,714)              -           315,792

INCOME TAX EXPENSE                                       -               1,975          99,190           101,165

          NET LOSS                             $ 1,010,506       $    (696,689)   $    (99,190)    $     214,627
                                             ==============      ==============   ==============   ==============
Net (Loss) Income Per Share (Basic)            $     1,011       $       (1.74)   $      99.19     $        0.54
Net (Loss) Income Per Share (Fully Diluted)    $     1,011       $       (1.74)                    $        0.01
                                             ==============      ==============   ==============   ==============
Weighted Average Common Shares Outstanding           1,000             399,915          (1,000)          399,915
Weighted Average Common and Common
  Equivalent Shares Outstanding                      1,000             399,915      15,316,185        15,717,100
                                             ==============      ==============   ==============   ==============
</TABLE>

<PAGE>

</TEXT>
</DOCUMENT>
</SUBMISSION>
