Exhibit 3.01


                            CERTIFICATE OF AMENDMENT
                                       OF
                          CERTIFICATE OF INCORPORATION
                             OF CYTATION CORPORATION

     Cytation Corporation, a corporation organized and existing and by virtue of
the  General  Corporation Law of the State of Delaware (the "Corporation"), DOES
HEREBY  CERTIFY:

FIRST: That  the  Board of Directors of the Corporation duly adopted resolutions
     at  a  meeting  proposing  and  declaring advisable that the Certificate of
     Incorporation  of  the  Corporation be amended, and that such amendments be
     submitted  to  the stockholders of the Corporation for their consideration,
     as  follows:

     RESOLVED: That  it  is  hereby  declared  advisable that the Certificate of
          Incorporation  of  the  Corporation  be  amended by deleting the first
          sentence  of Article FOURTH of the Certificate of Incorporation of the
          Corporation  and  inserting  the  following  paragraphs  in its place:

          "FOURTH: The  total  number  of  shares  of  capital  stock  that  the
               Corporation  shall  have  authority  to  issue shall be 3,140,000
               shares,  consisting of 2,000,000 shares of common stock, having a
               par value of $0.001 per share (the "Common Stock"), and 1,140,000
               shares  of Preferred Stock, having a par value of $0.01 per share
               (the  "Preferred  Stock").

               At  the  same  time  as  the  filing  of  this  Amendment  to the
               Certificate  of  Incorporation  of  the  Corporation  with  the
               Secretary  of  State  of  Delaware  becomes  effective,  each one
               hundred  fifty  (150)  shares of common stock of the corporation,
               par  value  $0.001 per share (the "Old Common Stock"), issued and
               outstanding  or  held  in  the  treasury  of  the  Corporation
               immediately  prior  to the effectiveness of such filing, shall be
               combined,  reclassified  and  changed into one (1) fully paid and
               nonassessable  share  of Common Stock, par value $.001 per share.

               Each  holder  of  record  of  a  certificate  or certificates for
               one  or  more shares of the Old Common Stock shall be entitled to
               receive  as  soon  as  practicable,  upon  surrender  of  such
               certificate  and  payment  of  any  required  transfer  fees,  a
               certificate or certificates representing the largest whole number
               of  shares of Common Stock to which such holder shall be entitled
               pursuant  to  the  provisions  of  the  immediately  preceding
               paragraph.  Any  certificate  for  one  or more shares of the Old

<PAGE>

               Common  Stock not so surrendered shall be deemed to represent one
               share of the Common Stock for each one hundred fifty (150) shares
               of  the  Old  Common  Stock  previously  represented  by  such
               certificate.

               No  fractional  shares  of  Common  Stock  or  scrip representing
               fractional  shares  shall  be  issued  upon  such combination and
               reclassification  of  the  Old Common Stock into shares of Common
               Stock.  Instead  of issuing any fractional shares of Common Stock
               which  would  otherwise  be  issuable  upon  such combination and
               reclassification, the corporation shall pay to the holders of the
               shares  of  Old  Common  Stock  which  were  thus  combined  and
               reclassified  cash in respect of such fraction in an amount equal
               to  the same fraction of the market price per share of the Common
               Stock  (as  determined  in  a  manner  prescribed by the Board of
               Directors)  at the close of business on the date such combination
               and  reclassification  becomes  effective."

     RESOLVED: That  it  is  hereby  declared  advisable that the Certificate of
          Incorporation  of  the Corporation be amended by amending Section C of
          Article  FOURTH of the Certificate of Incorporation of the Corporation
          to  provide  a  new  subsection  4,  as  follows:

          "4.  Repurchase.  The  Corporation,  with  the  consent of the holders
               ----------
          of  Series  A  Preferred Stock as set forth in Section C.9. of Article
          FOURTH  of  the Certificate of Incorporation and as otherwise provided
          the  Certificate  of Incorporation, shall be authorized to redeem all,
          but not less than all, of the Series A Preferred Stock upon payment to
          each holder thereof of $.01 in cash per share and the issuance to each
          holders of a stock purchase warrant substantially the following form :

<PAGE>

THESE  SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE  SECURITIES  ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, OFFERED FOR SALE,
ASSIGNED,  TRANSFERRED  OR  OTHERWISE DISPOSED OF, UNLESS REGISTERED PURSUANT TO
THE  PROVISIONS  OF  THAT  ACT OR AN OPINION OF COUNSEL IS OBTAINED STATING THAT
SUCH  DISPOSITION  IS  IN  COMPLIANCE  WITH  AN  AVAILABLE  EXEMPTION  FROM SUCH
REGISTRATION.

                   WARRANT TO PURCHASE SHARES OF COMMON STOCK

                        [ ], 2002 VOID AFTER [    2004


                              CYTATION CORPORATION
             (INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE)

                  WARRANTFORTHE PURCHASEOFSHARES OFCOMMON STOCK
                  ---------------------------------------------

     FOR  VALUE  RECEIVED,  Cytation  Corporation  (the  "Company"),  a Delaware
corporation,  hereby  certifies  that  [                               ]  (the
"Holder")  is  entitled,  subject to the provisions of this Warrant, to purchase
from  the  Company  from  time  to time during the period specified in Section 2
below,[                                             ]  (                     )
fully  paid  and  non-assessable  shares  of  Common Stock specified herein (the
"Acquirable  Shares")  at  the  price  per share specified herein (the "Purchase
Price"). The Holder agrees with the Company that this Warrant is issued, and all
the  rights  hereunder  shall  be  held  subject  to,  all  of  the  conditions,
limitations  and  provisions  set  forth  herein.

     1.     Definitions
            -----------

A.     "Common  Stock"  shall  mean  and  include  the  Company's  Common  Stock
authorized  on  the  date hereof and shall also include any capital stock of any
class of the Company thereafter authorized which shall not be limited to a fixed
sum or percentage in respect of the rights of the holders thereof to participate
in  dividends  and in the distribution of assets upon the voluntary liquidation,
dissolution  or  winding  up  of the Company; provided, however, that the shares
issuable  upon  exercise of the Warrants shall include only shares of such class
designated  in  the  Company's  Articles of Incorporation as Common Stock on the
date  hereof or (i), in the case of any reclassification, change, consolidation,
merger, sale or conveyance of the character referred to in Section 9, the stock,
securities  or property provided for in such section or (ii), in the case of any
reclassification  or  change  in the outstanding shares of Common Stock issuable
upon  exercise  of  the  Warrants as a result of a subdivision or combination or
consisting  of a change in par value, or from par value to no par value, or from
no  par  value  to  par value, such shares of Common Stock as so reclassified or
changed.

B.     "Company"  means  and includes the corporation named above as well as (i)
any  immediate or more remote successor corporation resulting from the merger or

<PAGE>

consolidation  of  such  corporation  (or any immediate or more remote successor
corporation  of  such  corporation)  with  another  corporation  or  (ii)  any
corporation to which such corporation (or any immediate or more remote successor
corporation  of  such  corporation) has transferred its property or assets as an
entirety  or  substantially  as  an  entirety.

C.     "Purchase  Price"  means  $0.01  per  share  of  Common  Stock.

D.     "Warrant" means this Warrant and all other stock purchase warrants issued
in  exchange  for  this  Warrant.

E.     "Warrant  Stock"  means the shares of Common Stock issuable upon exercise
of  Warrants  issued  to  the  Holder.

     2.     Exercise  Period.  This Warrant may be exercised in whole or in part
            -----------------
at  any  time,  or from time to time during the period commencing as of the date
hereof  and  ending  [            ],  2004  (the  "Expiration  Date").

     3.     Mechanics  of  Exercising the Warrant. This Warrant may be exercised
            --------------------------------------
by  presentation  and  surrender of this Warrant to the Company at its principal
office,  or at the office of its stock transfer agent, if any, with the Exercise
Form attached hereto duly executed and accompanied by payment (either in cash or
by certified or official bank check, payable to the order of the Company) of the
Purchase  Price  for the number of shares specified in such form and instruments
of  transfer,  if  appropriate,  duly  executed by the Holder or his or her duly
authorized  attorney.  If  this  Warrant  should  be exercised in part only, the
Company  shall,  upon  surrender  of  this Warrant for cancellation, execute and
deliver  a  new  Warrant evidencing the rights of the Holder thereof to purchase
the  balance of the shares purchasable hereunder. Upon receipt by the Company of
this  Warrant,  together with the Purchase Price, at its office, or by the stock
transfer  agent  of  the Company at its office, in proper form for exercise, the
Holder  shall be deemed to be the holder of record of the shares of Common Stock
issuable  upon  such  exercise, notwithstanding that the stock transfer books of
the  Company  shall then be closed or that certificates representing such shares
of  Common  Stock shall not then be actually delivered to the Holder. The Holder
shall  pay  any  and  all  documentary  stamp or similar issue or transfer taxes
payable  in  respect  of  the  issue  or  delivery  of shares of Common Stock on
exercise  of  this  Warrant.

     4.     Loss  or  Theft  of Warrant. Upon receipt by the Company of evidence
            ----------------------------
reasonably  satisfactory  to it of the loss, theft, destruction or mutilation of
this  Warrant,  and  (in  the  case of loss, theft or destruction) of reasonably
satisfactory  indemnification,  and  upon  surrender  and  cancellation  of this
Warrant,  if  mutilated,  the Company shall execute and deliver a new Warrant of
like  tenor  and  date.  Any  such  new  Warrant  executed  and  delivered shall
constitute  an  additional  contractual  obligation  on the part of the Company,
whether  or not this Warrant so lost, stolen, destroyed or mutilated shall be at
any  time  enforceable  by  anyone.

     5.     Reservation  of  Shares.  The  Company will at all times reserve for
            ------------------------
issuance  and  delivery upon exercise of this Warrant all shares of Common Stock
or other shares of capital stock of the Company (and other securities) from time
to  time  receivable  upon  exercise of this Warrant. All such shares (and other

<PAGE>

securities)  shall be duly authorized and, when issued upon such exercise, shall
be  validly  issued,  fully  paid  and non-assessable and free of all preemptive
rights.

     6.     Fractional  Shares.   No  fractional  shares  or  scrip representing
            -------------------
fractional shares  shall  be  issued  upon  the  exercise  of  this  Warrant.

     7.     Exchange,  Transfer  or  Assignment  of  Warrant.  This  Warrant  is
            ------------------------------------------------
exchangeable,  without  expense,  at the option of the Holder, upon presentation
and  surrender  hereof  to  the  Company  or at the office of its stock transfer
agent,  if  any,  for  other  Warrants of different denominations, entitling the
Holder or Holders thereof to purchase in the aggregate the same number of shares
of  Common  Stock purchasable hereunder. Subject to the provisions of Section 10
hereof,  upon  surrender  of this Warrant to the Company or at the office of its
stock  transfer  agent,  if  any,  with the Assignment Form attached hereto duly
executed  and  funds  sufficient  to  pay  any  transfer tax, the Company shall,
without  charge,  execute  and deliver a new Warrant in the name of the assignee
named  in  such  instrument  of  assignment  and  this Warrant shall promptly be
canceled. This Warrant may be divided or combined with other Warrants that carry
the  same rights upon presentation hereof at the office of the Company or at the
office  of  its  stock  transfer  agent,  if any, together with a written notice
specifying  the  names  and denominations in which new Warrants are to be issued
and  signed  by  the  Holder  hereof.

     8.     Rights of the Holder.   The  Holder  shall not, by virtue hereof, be
            ---------------------
entitled to any rights of a stockholder in the Company, either at law or in
equity, and the rights of the Holder are limited to those expressed in this
Warrant.

     9.     Reclassifications,  Consolidations  and  Mergers.  In  case  of  any
            ------------------------------------------------
reclassification,  capital  reorganization or other change of outstanding shares
of  Common  Stock, or in case of any consolidation or merger of the Company with
or  into  another corporation (other than a consolidation or merger in which the
Company  is  the  continuing  corporation  and  which  does  not  result  in any
reclassification,  capital  reorganization or other change of outstanding shares
of Common Stock), or in case of any sale or conveyance to another corporation of
the  property  of the Company as, or substantially as, an entirety (other than a
sale/leaseback,  mortgage  or  other  financing  transaction), the Company shall
cause  effective  provision  to  be  made  so that each holder of a Warrant then
outstanding  shall  have  the  right  thereafter, by exercising such Warrant, to
purchase  the kind and number of shares of stock or other securities or property
(including  cash)  receivable upon such reclassification, capital reorganization
or  other  change,  consolidation, merger, sale or conveyance by a holder of the
number of shares of Common Stock that might have been purchased upon exercise of
such  Warrant immediately prior to such reclassification, capital reorganization
or  other  change,  consolidation,  merger,  sale  or  conveyance. The foregoing
provision  shall  similarly  apply  to  successive  reclassifications,  capital
reorganizations  and  other changes of outstanding shares of Common Stock and to
successive  consolidations,  mergers, sales or conveyances. Without limiting the
foregoing,  in  the event of a reverse split of the outstanding shares of Common
Stock,  the number of shares of Warrant Stock shall be reduced, and the Purchase
Price  shall be increased, by the divisor utilized to compute the reverse split.
By  way  of  example only, in the event of a "one--for-ten" reverse split of the
outstanding  shares of Common Stock, the number of shares of Warrant Stock would
be  divided  by  ten  and  the  Purchase  Price  would  be  multiplied  by  ten.

<PAGE>

     10.    Transfer to Comply with the 1933 Act, This Warrant and any Warrant
            ------------------------------------
Stock may not be sold, transferred, pledged, hypothecated or otherwise disposed
of except  as follows:  (1) to a  person  who,  in the opinion of counsel to the
Company,  is  a  person to whom this Warrant or the Warrant Stock may legally be
transferred  without  registration  and  without  the  delivery  of  a  current
prospectus under the 1933 Act with respect thereto and then only against receipt
of  an agreement of such person to comply with the provisions of this Section 10
                                                                      ----------
with  respect  to  any resale or other disposition of such securities; or (2) to
any  person  upon  delivery of a prospectus then meeting the requirements of the
1933  Act  relating to such securities and the offering thereof for such sale or
disposition,  and  thereafter  to  all  successive  assignees.

     11.    Legend.   Unless  the  shares of Warrant Stock have been registered
            -----
under the  1933 Act, upon exercise of all or any portion of this Warrant and the
issuance  of  any  of the shares of Warrant Stock, all certificates representing
shares  shall  bear  on  the  face  thereof  substantially the following legend:

The  securities  represented  by this certificate have not been registered under
the  Securities  Act of 1933, as amended, and may not he sold, offered for sale,
assigned,  transferred  or  otherwise disposed of, unless registered pursuant to
the provisions of that Act or unless an opinion of counsel to the Corporation is
obtained  stating  that  such  disposition  is  in  compliance with an available
exemption  from  such  registration.

     12.    Notices.  All  notices  required  hereunder shall be in writing and
            --------
shall  be deemed given when telegraphed, delivered personally or within two days
after  mailing  when  mailed  by  certified  or  registered mail, return receipt
requested, to the Company or Holder, as the case may be, for whom such notice is
intended,  at  the  address  of such party as set forth on the first page, or at
such  other  address  of  which the Company or Holder has been advised by notice
hereunder.

     13.     Applicable  Law.  The Warrant is issued under and shall for all
             ---------------
purposes be governed by and construed in accordance with the laws of the State
of Delaware.

     IN WITNESS WHEREOF, the Company has caused this Warrant to be signed on its
behalf, in its corporate name, by its duly authorized officer, all as of the day
and  year  first  above  written.

                                   CYTATION  CORPORATION

                                   By:
                                      -----------------------------
                                   Richard  A.  Fisher
                                   Chairman

<PAGE>

                                  EXERCISE FORM


[To  be  signed  only  upon  exercise  of  Warrant]
---------------------------------------------------

To  Cytation  Corporation:

     The  undersigned,  the  holder  of  the  within Warrant, hereby irrevocably
elects  to  exercise  the purchase right represented by such Warrant for, and to
purchase  thereunder,  _____________________  shares of Common Stock of Cytation
Corporation  and  herewith  makes  payment  of $__________________ therefor, and
requests  that  the  certificates for such shares be issued in the names of, and
delivered  to,  _________________________________________________________whose
address      is__________________________________________________________.

Dated:

                                             (Signature  must  conform  in  all
                                             ----------------------------------
                                             respects  to  name  of  holder  as
                                             ----------------------------------
                                             specified  on  the  face  of  the
                                             ----------------------------------
                                             Warrant)
                                             --------

                                             ----------------------------------
                                             (Address)

<PAGE>

                                 ASSIGNMENT FORM


[To  be  signed  only  upon  transfer  of  Warrant]
---------------------------------------------------

     For  value  received,  the  undersigned hereby sells, assigns and transfers
unto  _________________________________  the  right  represented  by  the within
Warrant  to  purchase  ________________  shares  of  Common  Stock  of  Cytation
Corporation  to  which  the  within  Warrant  relates,  and  appoints
_____________________,  Attorney to transfer such right on the books of Cytation
Corporation  with  full  power  of  substitution  in  the  premises.

                                        Dated:  (Signature  must  conform  in
                                        ---------------------------------------
                                        all  respects  to  name  of  holder  as
                                        ---------------------------------------
                                        specified  on  the  face of the Warrant)
                                        ----------------------------------------


                                         --------------------------------------
                                        (Address)

Signed  and  sealed  in  the  presence  of:

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



     Upon  repurchase,  the  Series  A  Preferred  Stock  shall be cancelled and
     not  be  re-issued."

RESOLVED: That  it  is  hereby  declared  advisable  that  the  Certificate  of
     Incorporation  of the Corporation be amended by amending the first sentence
     of  Section (a) (3) of Article FIFTH of the Certificate of Incorporation of
     the  Corporation  to  read  in  its  entirely,  as  follows:

     "(3)  Any  action  required  or  permitted  to be taken by the stockholders
     of  the Corporation may be effected by a consent in writing of stockholders
     as  provided  in  Section  228  of the Delaware General Corporate Law as in
     force  and  effect  on  the  date  of  this amendment to the Certificate of
     Incorporation,  "

RESOLVED: That  the  board of directors hereby recommends to the stockholders of
     this  Corporation  the  approval  and  adoption  of  each of three proposed
     amendments  to  the  Certification  of  Incorporation  (the  "Proposed
     Amendments").

RESOLVED: That  the  officers  of  the  Corporation severally are authorized, in
     accordance  with  the  by-laws  of the Corporation and the Delaware General
     Corporate Law, to call and send notice of an Annual Meeting of Stockholders
     to  be held on September 10, 2002 for the purpose of approving and adopting

<PAGE>

     the  Proposed  Amendments, and for such other business as may properly come
     before  the  stockholders  at  such  meeting  (the  "Annual  Meeting").

RESOLVED: That,  if  the  Proposed  Amendments  are  approved  and  adopted by a
     majority  of the outstanding shares of stock entitled to vote at the Annual
     Meeting  as  set  forth  in the Corporation's Certificate of Incorporation,
     each  officer  of  the  Corporation, without further action of the Board of
     Directors, shall be authorized, for and on behalf of the Corporation and in
     its  name,  (i) to prepare, execute and file with the Secretary of State of
     the  State  of  Delaware  a  Certificate of Amendment to the Certificate of
     Incorporation  of the Corporation setting forth the Proposed Amendments and
     (ii)  to  execute  and deliver any and all documents required to effect the
     Proposed Amendments, and, in connection therewith, to take any and all such
     actions  and  to  execute  with  a  corporate seal if deemed desirable, and
     deliver  or  file  any  and  all other agreements, amendments, instruments,
     documents,  opinions, certificates, and/or other writings as the officer so
     acting  shall  deem  appropriate  and  desirable  to  carry into effect the
     foregoing  Resolutions  or  any  part  or  parts  thereof.

SECOND: That  the  Corporation  duly  called  and  held an Annual Meeting of its
     stockholders,  at  which meeting a requisite number of shares were voted in
     favor  of  each  of  the  Proposed  Amendments.

THIRD: That  the  Proposed  Amendments  were duly adopted in accordance with the
     provisions  of  Subchapter  VIII and Section 242 of the General Corporation
     Law  of  the  State  of  Delaware.

     IN  WITNESS WHEREOF, Cytation Corporation has caused this certificate to be
signed by Richard A. Fisher, its Chairman of the Board, and attested by Veronica
G.  Szewc,  its  Secretary,  this  22nd  day  of  November,  2002.

                                     CYTATION  CORPORATION
                                     By: /s/  Richard  A.  Fisher
                                        ------------------------
                                        Richard  A.  Fisher
                                        Chairman  of  the  Board
ATTEST:
   /s/  Veronica  G.  Szewc
---------------------------
Veronica  G.  Szewc
Secretary

<PAGE>

                                STATE OF DELAWARE

                        OFFICE OF THE SECRETARY OF STATE

     I,  HARRIET  SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO
HEREBY  CERTIFY  THE  ATTACHED  IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF
AMENDMENT  OF  "COLLEGELINK.COM  INCORPORATED",  CHANGING  ITS  NAME  FROM
"COLLEGELINK.COM  INCORPORATED"  TO "CYTATION CORPORATION", FILED IN THIS OFFICE
ON  THE  TWENTY-  SECOND  DAY  OF  JUNE,  A.D.  2001,  AT  9  O'CLOCK  A.M.
A  FILED  COPY  OF  THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE COUNTY
RECORDER  OF  DEEDS.








                         /s/  Harriet  Smith  Windsor
                         ----------------------------------------------
                         Harriet  Smith  Windsor,  Secretary  of  State
                         AUTHENTICATION:1208537
                         DATE:06-25-01

<PAGE>

                            CERTIFICATE OF AMENDMENT
                                       OF
                          CERTIFICATE OF INCORPORATION
                                       OF
                          COLLEGELINK.COM INCORPORATION

     CollegeLink.com  Incorporated,  a  corporation organized and existing under
and  by  virtue  of  the  General  Corporation Law of the State of Delaware (the
"Corporation"),  DOES  HEREBY  CERTIFY:

FIRST: That  the  Board of Directors of the Corporation duly adopted resolutions
     at  a  meeting  proposing  and  declaring advisable that the Certificate of
     Incorporation  of  the  Corporation  be amended, and that such amendment be
     submitted  to  the stockholders of the Corporation for their consideration,
     as  follows:

     RESOLVED: That  it  is  hereby  declared  advisable that the Certificate of
          Incorporation  of  the  Corporation be amended by deleting the current
          Article FIRST  in  its  entirety  and  inserting  a  new Article
                  -----
          FIRST to read as  follows:
          -----
          FIRST:  The  name  of  the  corporation  (the  "Corporation")  is
          -----
          Cytation  Corporation.

     RESOLVED: That  the  board  of  directors  hereby  recommends  to  the
          stockholders  of  this  Corporation  the  approval and adoption of the
          proposed  amendment  to  change  the  Corporation's  name  from
          "CollegeLink.com  Incorporated"  to  "Cytation Corporation" (the "Name
          Change  Amendment");  and

     RESOLVED: That  the  officers  of  the  Corporation  severally  are
          authorized,  in accordance with the by-laws of the Corporation and the
          Delaware General Corporation Law, to call and send notice of a special
          meeting of stockholders to be held on June 19, 2001 for the purpose of
          approving  and  adopting the Name Change Amendment, and for such other
          business  as may properly come before the stockholders at such meeting
          (the  "Special  Meeting").

     RESOLVED: That,  if  the  the  Name  Change  Amendment  (is)  approved  and
          adopted  by  holders  of a majority of the outstanding shares of stock
          entitled  to  vote  at  the  Special  Meeting,  each  officer  of  the
          Corporation,  without  further action of the board of directors, shall
          be  authorized,  for and on behalf of the Corporation and in its name,
          (i)  to  prepare,  execute and file with the Secretary of State of the
          State  of  Delaware  a  Certificate of Amendment to the Certificate of

<PAGE>

          Incorporation  of  the  Corporation  setting  forth  the  Name  Change
          Amendment  and  (ii)  to  execute  and  deliver  any and all documents
          required  to  effect the Name Change, and, in connection therewith, to
          take  any and all such actions and to execute with a corporate seal if
          deemed  desirable,  and  deliver or file any and all other agreements,
          amendments,  instruments,  documents,  opinions,  certificates, and/or
          other  writings  as  the  officer so acting shall deem appropriate and
          desirable  to  carry into effect the foregoing Resolutions or any part
          or  parts  thereof

SECOND: That  the  Corporation  duly  called  and  held a special meeting of its
     stockholders,  at  which meeting a requisite number of shares were voted in
     favor  of  the  Name  Change  Amendment.

THIRD: That  the  Name  Change Amendment was duly adopted in accordance with the
     provisions of Subchapter VII and Section 242 of the General Corporation Law
     of  the  State  of  Delaware.

     IN  WITNESS  WHEREOF,  CollegeLink.com  Incorporated  has  caused  this
certificate  to  be  signed by Richard A. Fisher, its Chairman of the Board, and
attested  by  Veronica  G.  Szewc,  its  Secretary, this 21st day of June, 2001.

                                 COLLBGELINK.COM  INCORPORATED
                                 By:/s/  Richard  A.Fisher
                                    ----------------------
                                    Richard  A.  Fisher
                                    Chairman  of  the  Board
ATTEST:
/s/  Veronica  G.  Szewc
------------------------
Secretary

<PAGE>

                                STATE OF DELAWARE

                        OFFICE OF THE SECRETARY OF STATE

     I,  EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY
CERTIFY  THE  ATTACHED  IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF MERGER,
WHICH  MERGES:
     "CYTATION.COM  INCORPORATED",  A  NEW  YORK  CORPORATION,  WITH  AND  INTO
"COLLEGELINK.COM INCORPORATED" UNDER THE NAME OF "COLLEGELINK.COM INCORPORATED",
A CORPORATION ORGANIZED AND EXISTING UNDER THE LAWS OF THE STATE OF DELAWARE, AS
RECEIVED  AND  FILED IN THIS OFFICE THE SIXTEENTH DAY OF NOVEMBER, A.D. 1999, AT
11  O'CLOCK  A.M.
     A  FILED  COPY  OF  THIS  CERTIFICATE  HAS BEEN FORWARDED TO THE NEW CASTLE
COUNTY  RECORDER  OF  DEEDS.







                                    /s/  Edward  J.  Freel
                                    ----------------------
                                    Edward  J.  Freel,  Secretary  of  State
                                    AUTHENTICATION:0083963
                                    DATE:11-16-99

<PAGE>

                       CERTIFICATE OF OWNERSHIP AND MERGER

                                     MERGING

                          CYTATION.COM INCORPORATED
                           (a New York corporation)
                                      INTO

                         COLLEGELINK.COM INCORPORATED
                           (a Delaware corporation)

                         Pursuant to Section 253 of the
                         ------------------------------
                        Delaware General Corporation Law
                        --------------------------------

     Cytation.com  Incorporated,  a corporation organized and existing under the
laws  of  New  York,  ("Cytation")  does  hereby  certify  as  follows:

     1.  That  this  corporation  was  incorporated  on  the  2nd  day of April,
     1969,  pursuant to the New York Business Corporation Law, the provisions of
     which permit the merger of a corporation of another state and a corporation
     organized  and  existing  under  the  laws  of  New  York.

     2.  That  this  corporation  owns  all  the  issued and outstanding capital
     stock  of  CollegeLink.com  Incorporated, a corporation incorporated on the
     1st day of November, 1999, pursuant to the Delaware General Corporation Law
     ("CollegeLink").

     3.  That  the  directors  of  this  corporation,  by  the  following
     resolutions  of  its  Board  of  Directors duly adopted at a meeting of the
     Board  of  Directors  on November 11, 1999, determined to merge itself into
     said  CollegeLink  (the  "Merger"):

     RESOLVED: That  the  Board  of  directors  deems  it  advisable  and in the
          best interests of the Corporation for the Corporation to enter into an
          Agreement  and  Plan  of Merger, a copy of which has been presented to
          and  reviewed  by  the  Directors and is hereby ordered filed with the
          minutes  of  this meeting (the "Merger Agreement"), pursuant to which,
          among  other  things, (i) the Corporation will be merged with and into
          CollegeLink.com  Incorporated, a Delaware corporation and wholly owned
          subsidiary  of  the  Corporation  ("CollegeLink"),  with  CollegeLink
          continuing  as  the  surviving  corporation;  and  (ii)  shares  of
          CollegeLink will be issued to the shareholders of the Corporation upon
          surrender of any certificates therefor at the rate of one (1) share of
          the  common stock of CollegeLink for each share of common stock of the
          Corporation, one (1) share of the Series A Convertible Preferred Stock
          of  CollegeLink for each share of Series A Convertible Preferred Stock
          of  the  Corporation,  one  (1)  share  of  the  Series  B Convertible
          Preferred  Stock of CollegeLink for each share of Series B Convertible

<PAGE>

          Preferred  Stock of the Corporation, and one (1) share of the Series C
          Convertible  Preferred Stock of CollegeLink for each share of Series C
          Convertible  Preferred  Stock  of  the  Corporation;

     RESOLVED: That  the  form,  terms  and  provisions of the Merger Agreement,
          and  the  transactions  contemplated thereby, be, and they hereby are,
          authorized, adopted and approved; and that the President and Secretary
          of  the Corporation be, and they hereby are, authorized to execute and
          deliver,  for  and  on  behalf of the Corporation and in its name, the
          Merger  Agreement,  with  such  changes, additions, modifications, and
          deletions  thereto  as  the  President  may  approve,  such  officers'
          execution  thereof  to  be conclusive evidence of such approval and of
          the  authorization  thereof  by  this  Board  of  Directors;

     RESOLVED: That  the  Merger  Agreement  he  submitted  to  the stockholders
          of  the  Corporation  for  their  consideration  and  approval;

     RESOLVED: That  upon  approval  of  the  Merger  Agreement  by  such
          stockholders,  the  Corporation  merge  with and into CollegeLink (the
          "Merger"),  effective as of the filing of the necessary documents with
          the  states of New York and Delaware, pursuant to Sections 905 and 907
          of  the New York Business Corporation Law, Section 253 of the Delaware
          General  Corporation  Law  and  the  Merger  Agreement;  and

     RESOLVED: That  officers  of  the  Corporation  be,  and  they  hereby are,
          without  further  authorization  of  the Board of Directors, severally
          authorized,  for  and on behalf of the Corporation and in its name, to
          execute  and  deliver any and all documents required to consummate the
          Merger,  including, but not limited to, a Certificate of Ownership and
          Merger for filing with the Secretary of State of the State of Delaware
          and a Certificate of Merger for filing with the Department of State of
          the  State  of New York, and, in connection therewith, to take any and
          all  such  actions  and  to  execute,  with a corporate seal if deemed
          desirable,  and  deliver  any  and  all other agreements, instruments,
          documents, opinions, certificates and/or other writings as the officer
          so  acting  shall  deem appropriate and desirable to carry into effect
          the  foregoing  Resolutions or any part or parts thereof; and that the
          taking  of any such action and the execution of any such writing shall
          be  conclusive  evidence  that  the  action so taken or the writing or
          writings  so  executed  were  authorized  by  this  Resolution.

     4.  That  the  proposed  Merger  has  been  adopted,  approved,  certified,
     executed  and  acknowledged  by Cytation in accordance with the laws of the
     State  of  New  York,  under  which  Cytation  was  organized.

     IN  WITNESS  WHEREOF, Cytation has caused this Certificate of Ownership and
Merger  to  be  executed  in  its  name  on  November  15,  1999.

                                   CYTATION.COM  INCORPORATED
                                   By: Kevin J. High
                                       -------------
                                       Kevin J. High
                                       President

<PAGE>

                                STATE OF DELAWARE

                        OFFICE OF THE SECRETARY OF STATE

     I,  EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY
CERTIFY  THE  ATTACHED IS A TRUE AND CORRECT COPY OF THE RESTATED CERTIFICATE OF
"COLLEGELINK.COM  INCORPORATED",  FILED  IN  THIS OFFICE ON THE FIFTEENTH DAY OF
NOVEMBER,  A.D.  1999,  AT  1:30  O'CLOCK  P.M.
     A  FILED  COPY  OF  THIS  CERTIFICATE  HAS BEEN FORWARDED TO THE NEW CASTLE
COUNTY  RECORDER  OF  DEEDS.





                            /s/  Edward  J.  Freel
                            ----------------------
                            Edward  J.  Freel,  Secretary  of  State
                            AUTHENTICATION:0081814
                            DATE:11-15-99




                AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
                                       OF
                          COLLEGELINK.COM INCORPORATED

PURSUANT  TO  SECTION 242 AND 245 OF THE GENERAL CORPORATION LAW OF THE STATE OF
DELAWARE

     CollegeLink.com  Incorporated,  a  corporation organized and existing under
the  General  Corporation Law of the State of Delaware (the "Corporation"), does
hereby  certify  as  follows:

     1.     The  name  of  the  Corporation is CollegeLink.com Incorporated. The
original  certificate  of  incorporation  of  the Corporation was filed with the
office  of  the  Secretary  of  State  of  Delaware  on  November  1,  1999.

<PAGE>

     2.     This  Amended  and  Restated  Certificate  of  Incorporation  was
recommended  to  the  sole  stockholder of the Corporation for approval as being
advisable  and  in  the   best   interests   of  the  Corporation by resolutions
adopted by the Board of Directors  at  a  meeting  of  the  Board  of  Directors
on  November 11, 1999.

     3.     The  Amended and Restated Certificate of Incorporation was adopted
by the affirmative vote of the sole stockholder of the Corporation at a special
meeting of  the  sole  stockholder  on  November  11,  1999.

     4.     This   Amended   and   Restated   Certificate   of   Incorporation
restates, integrates   and   amends   the  certificate  of  incorporation of the
Corporation.

     5.     The  text  of  the  Corporation's  certificate  of  incorporation is
amended and restated  in  its  entirety  to  read  as  follows:

FIRST:  The  name  of  the  corporation  is  CollegeLink.com  Incorporated  (the
------
"Corporation").

SECOND:  The address of the registered office of the Corporation in the State of
-------
Delaware  is 1209 Orange Street, Wilmington, Delaware, County of New Castle, and
the  name  of its registered agent at such address is Corporation Trust Company.

THIRD:  The nature of the business or purposes to be conducted or promoted is to
------
engage  in  any  lawful  act or activity for which corporations may be organized
under  the  General  Corporation  Law  of  the  State  of  Delaware.

FOURTH:  The  total number of shares of capital stock that the Corporation shall
-------
have  the  authority  to  issue  shall  be  110,000,000  shares,  consisting  of
100,000,000 shares of common stock, $0.001 par value per share ("Common Stock"),
and  10,000,000  shares of preferred stock, $.01 par value per share ("Preferred
Stock").

The  following is a statement of the designations and the powers, privileges and
rights,  and  the qualifications, limitations or restrictions thereof in respect
of  each  class  of  capital  stock  of  the  Corporation:

A.     COMMON  STOCK.
       -------------

     1.  General.  The voting, dividend and liquidation rights of the holders of
         -------
the  Common  Stock  are subject to and qualified by the rights of the holders of
the Preferred Stock of any Series as may be designated by the Board of Directors
upon  any  issuance  of  the  Preferred  Stock  of  any  series.

     2.  Voting.  The  holders  of Common Stock will be entitled to one vote per
         ------
share  on  all  matters  to  be voted on by the stockholders of the Corporation.
There  shall  be  no  cumulative  voting.

<PAGE>

     3.  Dividends.  Dividends may be declared and paid on the Common Stock from
         ---------
funds  lawfully  available  therefor  as  and  when  determined  by the Board of
Directors  and  subject  to  any  preferential  dividend  rights  of  any  then
outstanding  Preferred  Stock.

     4.  Liquidation.  Upon  the  dissolution or liquidation of the Corporation,
         -----------
whether  voluntary  or  involuntary, holders of Common Stock will be entitled to
receive  all  assets  of  the  Corporation  available  for  distribution  to its
stockholders,  subject  to  any  preferential  liquidation  rights  of  any then
outstanding  Preferred  Stock.


B.     PREFERRED  STOCK.
       ----------------

     Preferred Stock may be issued from time to time in one or more series, each
of  such  series  to  have  such  terms as stated or expressed herein and in the
resolution  or resolutions providing for the issue of such series adopted by the
Board  of  Directors  of  the  Corporation  as hereinafter provided. No share of
Preferred  Stock  that is redeemed, purchased or acquired by the Corporation may
be  reissued  except as otherwise provided herein or by law. Different series of
Preferred Stock shall not be construed to constitute different classes of shares
for  the  purposes of voting by classes unless expressly provided herein, in any
such  resolution  or  resolutions,  or  by  law.

     Authority  is  hereby expressly granted to the Board of Directors from time
to  time  to  issue the Preferred Stock in one or more series, and in connection
with the creation of any such series, by resolution or resolutions providing for
the  issue  of the shares thereof, to determine and fix such voting powers, full
or limited, or no voting powers, and such designations, preferences and relative
participating, optional or other special rights, and qualifications, limitations
or restrictions thereof, including, without limitation thereof, dividend rights,
conversion  rights,  redemption privileges and liquidation preferences, as shall
be  stated  and  expressed  in  such  resolutions, all to the full extent now or
hereafter permitted.by the General Corporation Law of Delaware. Without limiting
the  generality  of the foregoing, the resolutions providing for issuance of any
series of Preferred Stock may provide that such series shall be superior or rank
equally  or  be  junior to the Preferred Stock of any other series to the extent
permitted  by law. Except as otherwise provided by law or by this Certificate of
Incorporation,  no  vote  of  the holders of the Preferred Stock or Common Stock
shall  be  a  prerequisite  to  the  issuance of any shares of any series of the
Preferred  Stock  authorized  by  and  complying  with  the  conditions  of  the
Certificate of Incorporation, the right to have such vote being expressly waived
by  all  present  and  future  holders  of the capital stock of the Corporation.

C.     SERIES  A  PREFERRED  SHARES
       ----------------------------

     1.  Designation  and Initial Number. Of the 10,000,000 authorized shares of
         -------------------------------
Preferred  Stock  two  million  five  hundred  thousand  (2,500,000)  shall  be
designated  the  "Series  A  Preferred Shares". The Stated Value of the Series A
Preferred  Stock  shall  be  $4.00  per share, and the Par Value of the Series A
Preferred  Stock  shall  be  $.01  per  share.

     2.  Distributions.  The  holders  of  the Series A Preferred Stock shall be
         -------------
entitled  to  receive, out of funds at the time legally available for payment of
dividends  in  the  State  of Delaware, a cumulative dividend at the rate of six
percent (6%) per share per annum, payable quarterly in equal installments on the
first  day  of  each successive quarter each year, if, as and when determined by
the  Board  of  Directors, before any dividend shall be set apart or paid on any
other  capital  stock  for  such  year.

<PAGE>

     3.  Conversion.  The  Series  A  Preferred  Stock shall be convertible into
         ----------
Common  Stock  as hereinafter provided and, when so converted, shall be canceled
and  retired  and  shall  not  be  reissued  as  such:

          (a) Any holder of the Series A Preferred Stock may at any time or from
     time  to  time  convert such stock into the Common Stock of the Company, on
     presentation  and  surrender  to  the  Company,  of the certificates of the
     Series  A  Preferred  Stock  to be so converted together with the Notice of
     Conversion  ("Conversion  Notice").

          Conversion  shall  be  deemed  to  have  been effected on the date the
     Conversion  Notice is given by the Investor to the Company (the "Conversion
     Date"). Within 10 business days after receipt of the Conversion Notice, the
     Company  shall  issue and deliver by hand against a signed receipt therefor
     or  by  United  States  registered  mail,  return  receipt requested, or by
     overnight  delivery  service,  to the address designated by the Investor in
     the  Conversion  Notice,  a  stock certificate or stock certificates of the
     Company  representing  the  number  of shares of Common Stock to which such
     Investor  is  entitled  and  a  check or cash in payment of all accrued and
     unpaid  dividends.

          (b)  Each  holder  of Series A Preferred Stock shall have the right to
     convert such Series A Preferred Stock on and subject to the following terms
     and  conditions:

               (i)  The  Series A Preferred Stock shall be converted into Common
          Stock  at  the conversion rate, determined as hereinafter provided, in
          effect at the time of conversion. Unless such conversion rate shall be
          adjusted as hereinafter provided, the conversion rate shall be one (1)
          share  of  Common  Stock for each share of Series A Preferred Stock so
          converted  at  $4.00  per  share  ("Conversion  Ratio").

               (ii)  In  order  to  convert Series A Preferred Stock into Common
          Stock,  the  holder  thereof  shall  on  any business day surrender to
          American  Securities  Transfer,  Inc.,  whose address is 12039-Z2 West
          Alameda Parkway, Lakewood, Colorado 80228 (or any other transfer agent
          designated by the Company by written notice to the holders of Series A
          Preferred  Stock),  the  certificate or certificates representing such
          shares,  duly  endorsed  to  the Company or in blank, and give written
          notice  to  the  Company  at  said office of the number of said shares
          which  such  holder  elects  to  convert.  Conversion  of the Series A
          Preferred  Stock  shall  be deemed to have been effected on the date a
          conversion  notice  is  given  by the Investor to the Company, and the
          person  or  persons entitled to receive the Common Stock issuable upon
          such conversion shall be treated for all purposes as the record holder
          or  holders  of  such  Common  Stock  at  such  time.  As  promptly as
          practicable  on or after the date of any conversion, the Company shall
          issue  and  deliver  a  certificate  or  certificates representing the
          number  of  shares  of  Common  Stock  issuable  upon such conversion,
          together  with  cash in lieu of any fraction of a share, to the person
          or persons entitled to receive same. In case of the conversion of only
          a  part  of  the shares of any holder of Series A Preferred Stock, the
          Company  shall also issue and deliver to such holder a new certificate
          of  Series A Preferred Stock representing the number of shares of such
          Series  A  Preferred  Stock  not  converted  by  such  holder.

<PAGE>

          (c)  The Company may require mandatory conversion of all, but not less
     than all, of the Series A Preferred Stock on or after the first anniversary
     of  the  initial  purchase  and  sale of the Series A Preferred Stock ("the
     Mandatory  Conversion  Date"),  provided  that:

               (i)  The  average  closing  bid  price  of  the  Company  on  the
          Over-the-Counter  Bulletin  Board  or the Nasdaq Stock Market or other
          principal  trading market for the Common Stock, as applicable, for the
          twenty  (20)  consecutive  trading  days  immediately  preceding  the
          Mandatory  Conversion  Date  has  exceeded  $6.00  per  share,  or;

               (ii)  If  there  is  a reorganization of the Company involving an
          exchange  of  Company's  Common  Stock  for  shares of a United States
          domiciled  corporation  the  shares of which are trading on a national
          exchange  or  on  the  Nasdaq  Stock  Market.

               Conversion  of  the  Series  A  Preferred  Shares to Common Stock
          pursuant  to  this  paragraph 3(c) shall be deemed to have occurred on
          the  Mandatory  Conversion Date whether or not an Investor delivers to
          the Company its certificate or certificates for the Series A Preferred
          Stock.

          (d)  The  Conversion  Ratio shall be subject to adjustment as follows:

               (i)  In  case issued and outstanding shares of Common Stock shall
          be  subdivided  or  split  up  into  a greater number of shares of the
          Common  Stock,  the  Conversion  Ratio  in  effect  at  the opening of
          business  on the business day immediately preceding the date fixed for
          the  determination  of  the  stockholders whose shares of Common Stock
          shall  be  subdivided  or  split up (the "Split Record Date") shall be
          proportionately  increased,  and in case issued and outstanding shares
          of  Common  Stock shall be combined into a smaller number of shares of
          Common  Stock,  the  Conversion  Ratio  in  effect  at  the opening of
          business  on the business day immediately preceding the date fixed for
          the  determination  of  the  stockholders whose shares of Common Stock
          shall  be  combined  (the  "Combination  Record  Date")  shall  be
          proportionately  decreased, such increase or decrease, as the case may
          be,  becoming  effective  immediately after the opening of business on
          the  business  day  immediately  after  the  Split  Record Date or the
          Combination  Record  Date,  as  the  case  may  be.

               (ii)  In case of any capital reorganization, any reclassification
          of  the  stock  of  the  Company  (other  than  as a result of a stock
          dividend  or  subdivision,  split up or combination of shares), or the
          merger  of  the  Company  with or into another person or entity (other
          than  a  merger in which the Company is the continuing corporation and
          which  does  not  result  in any change in the Common Stock) or of the
          sale,  exchange,  lease,  transfer  or  other  disposition  of  all or

<PAGE>

          substantially  all  of  the properties and assets of the Company as an
          entirety  or  the  participation by the Company in a share exchange as
          the  corporation  the  stock  of which is to be acquired, the Series A
          Preferred  Stock  shall  (effective  on the opening of business on the
          date  after  the  effective  date  of  such  reorganization,
          reclassification,  merger,  sale or exchange, lease, transfer or other
          disposition or share exchange) be convertible into the kind and number
          of  shares  of stock or other securities or property of the Company or
          of  the  corporation  resulting from surviving such merger or to which
          such  properties  and  assets shall have been sold, exchanged, leased,
          transferred  or  otherwise disposed or which was the corporation whose
          securities were exchanged for those of the Company to which the holder
          of  the  number of shares of Common Stock deliverable (at the close of
          business  on the date immediately preceding the effective date of such
          reorganization,  reclassification,  merger,  sale,  exchange,  lease,
          transfer  or  other  disposition or share exchange) upon conversion of
          Series  A  Preferred  Stock  would  have  been  entitled  upon  such
          reorganization,  reclassification,  merger,  sale,  exchange,  lease,
          transfer  or  other  disposition  or share exchange. The provisions of
          this  subparagraph  3(b)(ii)  shall  similarly  apply  to  successive
          reorganizations, reclassifications, mergers, sales, exchanges, leases,
          transfers  or  other  dispositions  or  other  share  exchanges.

               (iii) Whenever the Conversion Ratio shall be adjusted as provided
          herein,  the  Company  shall  prepare  and  send to the holders of the
          Series  A  Preferred  Stock a statement, signed by the chief financial
          officer  of  the  Company,  showing in detail the facts requiring such
          adjustment and the Conversion Ratio that shall be in effect after such
          adjustment.

               (iv) In the event the Company shall propose to take any action of
          the  types  described  in  paragraph  3 hereof, the Company shall give
          notice  to  the holder of Series A Preferred Stock, which notice shall
          specify  the  record date, if any, with respect to any such action and
          the  date  on which such action is to take place. Such notice shall be
          given  on  or prior to the earlier of 30 days prior to the record date
          or  the  date which such action shall be taken. Such notice shall also
          set  forth  such  facts  with  respect  thereto as shall be reasonably
          necessary  to  indicate  the effect of such action (to the extent such
          effect  may  be  known  at  the date of such notice) on the Conversion
          Ratio  and  the number, kind or class of shares or other securities or
          property which shall be deliverable or purchasable upon the occurrence
          of  such  action  or  deliverable  upon  conversion  of  the  Series A
          Preferred  Stock.  Failure  to  give  notice  in  accordance with this
          paragraph  3(d)(iv)  shall not render such action ultra vires, illegal
          or  invalid.

          (e)  No  adjustment of the conversion rate shall be made in any of the
     following  cases:

               (i)  upon  the  grant  or  exercise  of  stock  options hereafter
          granted,  or  under  any  employee  stock option plan now or hereafter
          authorized,  to  the extent that the aggregate of the number of shares
          which  may  be  purchased  under such options and the number of shares
          issued  under  such employee stock purchase plan is less than or equal
          to  ten  percent  (10%)  of  the  number  of  shares  of  Common Stock
          outstanding  on  January  1  of  the  year  of  the grant or exercise;

               (ii)  shares of Common Stock issued upon the conversion of Series
          A  Preferred  Stock;

<PAGE>

               (iii)  shares  issued  in  connection with the acquisition by the
          Company  or  by  any  subsidiary  of the Company of 80% or more of the
          assets  of  another  corporation, and shares issued in connection with
          the  acquisition by the Company or by any subsidiary of the Company of
          80%  or  more  of  the voting shares of another corporation (including
          shares  issued in connection with such acquisition of voting shares of
          such  other  corporation subsequent to the acquisition of an aggregate
          of  80%  of  such  voting  shares),  shares  issued in a merger of the
          Company  or  a  subsidiary  of the Company with another corporation in
          which  the  Company  or  the  Company's  subsidiary  is  the surviving
          corporation, and shares issued upon the conversion of other securities
          issued  in connection with any such acquisition or in any such merger;

               (iv)  shares  issued  by way of dividend or other distribution on
          Common  Stock  excluded  from  the calculation of the adjustment under
          this  paragraph  3(e)(iv)  or  on  Common  Stock  resulting  from  any
          subdivision  or  combination  of  Common  Stock  so  excluded;  or

               (v)  shares  issued  pursuant  to  all stock options and warrants
          outstanding  on  April  5, 1999, which date represents the date of the
          filing  of  a  Certificate  of  Amendment  to  the  Certificate  of
          Incorporation  of  Cytation.com  Incorporated,  a predecessor company,
          with the Secretary of State of the State of New York, creating a class
          of  Series  A  Preferred  Stock  of  Cytation.com  Incorporated.

          (f)  Whenever  the conversion rate is adjusted as herein provided, the
     Company  shall prepare a certificate signed by the Treasurer of the Company
     setting forth the adjusted conversion rate and showing in reasonable detail
     the  facts upon which such adjustment is based. As promptly as practicable,
     the  Company  shall  cause  a copy of such certificate to be mailed to each
     holder  of record of issued and outstanding Series A Preferred Stock at the
     address  of  such  holder  appearing  on  the  Company's  books.

          (g)  The Company shall pay all taxes that may be payable in respect of
     the  issue  or delivery of Common Stock on conversion of Series A Preferred
     Stock  pursuant hereto, but shall not pay any tax which may be payable with
     respect to income or gains of the holder of any Series A Preferred Stock or
     Common  Stock  or  any  tax which may be payable in respect of any transfer
     involved in the issue and delivery of the Common Stock in a name other than
     that in which the Series A Preferred Stock so converted was registered, and
     no  such  issue  or  delivery  shall  be  made  unless and until the person
     requesting  such  issue has paid to the Company the amount of any such tax,
     or  has  established, to the satisfaction of the Company, that such tax has
     been  paid.

          (h)  Upon  conversion  of  any shares of Series A Preferred Stock, the
     holders of the shares of Series A Preferred Stock so converted shall not be
     entitled  to  receive any dividends declared with respect to such shares of
     Series  A Preferred Stock unless such dividends shall have been declared by
     the  Board  of  Directors and the record date for such dividends shall have
     been  on  or  before  the  date  such  shares shall have been converted. No
     payment  or  adjustment  shall be made on account of dividends declared and
     payable to holders of Common Stock of record on a date prior to the date of
     conversion.

<PAGE>

          (i) No fractional shares or scrip representing fractional shares shall
     be issued upon the conversion of any shares of Series A Preferred Stock. If
     more  than  one  share of Series A Preferred Stock shall be surrendered for
     conversion  at  one  time  by  the  same  holder, the number of full shares
     issuable  upon  conversion  thereof  shall  be computed on the basis of the
     aggregate  number  of  such shares so surrendered. If the conversion of any
     share of Series A Preferred Stock results in a fraction, an amount equal to
     such  fraction  multiplied by the current market of the Common Stock on the
     day  of  conversion  shall  be  paid to such holder in cash by the Company.

          (j)  The  Company  shall at all times reserve and keep available, free
     from preemptive rights, out of its authorized Common Stock, for the purpose
     of  effecting  the  conversion  of  the  issued  and  outstanding  Series A
     Preferred Stock, the full number of shares of Common Stock then deliverable
     in the event and upon the conversion of all of the Series A Preferred Stock
     then  issued  and  outstanding.

     4. Liquidation or Dissolution. In the event of any voluntary or involuntary
        --------------------------
liquidation,  dissolution,  or  winding  up  of  the affairs of the Company, the
holders of the issued and outstanding Series A Preferred Stock shall be entitled
to  receive  for each share of Series A Preferred Stock; before any distribution
of  the  assets of the Company shall be made to the holders of any other capital
stock,  a  dollar  amount equal to the Stated Value thereof plus all accrued and
unpaid  distributions  declared  thereon,  without  interest. After such payment
shall have been made in full to the holders of the issued and outstanding Series
A Preferred Stock, or funds necessary for such payment shall have been set aside
in  trust  for the account of the holders of the issued and outstanding Series A
Preferred  Stock so as to be and continue to be available therefor, then, before
any  further  distribution  of the assets of the Company shall be made, a dollar
amount  equal  to  that  already  distributed  to  the  holders  of the Series A
Preferred Stock shall be distributed pro-rata to the holders of the other issued
and outstanding capital stock of the Company, subject to the rights of any other
class  of  capital  stock  set  forth  in  the  Certificate of Incorporation, as
amended,  of the Company. After such payment shall have been made in full to the
holders  of  such other issued and outstanding capital stock, or funds necessary
for  such  payment  shall  have  been  set aside in trust for the account of the
holders  of  such  other  issued  and  outstanding capital stock so as to be and
continue  to  be  available  therefor, the holders of the issued and outstanding
Series  A  Preferred  Stock shall be entitled to participate with the holders of
all  other  classes  of  issued  and  outstanding  capital  stock  in  the final
distribution  of the remaining assets of the Company, and, subject to any rights
of  any  other  class  of  capital  stock  set  forth  in  the  Certificate  of
Incorporation,  as  amended, of the Company, the remaining assets of the Company
shall  be divided and distributed ratably among the holders of both the Series A
Preferred  Stock  and  the  other  capital  stock  then  issued  and outstanding
according to the proportion by which their respective record ownership of shares
of the Series A Preferred Stock and such capital stock bears to the total number
of shares of the Series A Preferred Stock and such capital stock then issued and
outstanding.  If,  upon such liquidation, dissolution, or winding up, the assets
of  the  Company  distributable, as aforesaid, among the holders of the Series A
Preferred  Stock  shall  be  insufficient  to permit the payment to them of said
amount,  the entire assets shall be distributed ratably among the holders of the
Series  A  Preferred  Stock.  A  consolidation or merger of the Company, a share
exchange, a sale, lease, exchange or transfer of all or substantially all of its
assets  as an entirety, or any purchase or redemption of stock of the Company of
any  class,  shall not be regarded as a "liquidation, dissolution, or winding up
of  the  affairs  of  the  Company"  within  the  meaning  of  this paragraph 4.

<PAGE>

     5.  Voting  Rights. Except as otherwise provided in paragraph 6 below, each
         --------------
share  of Series A Preferred Stock is entitled to one vote, voting together with
the  holders  of  shares  of  Common  Stock  and  not as a class, on each matter
submitted  to  a  vote  at  a  meeting  of  stockholders  of  the  Company.

     6.  Changes In Terms of Series A Preferred Stock. The terms of the Series A
         --------------------------------------------
Preferred Stock may not be amended, altered or repealed, and no class of capital
stock or securities convertible into capital stock shall be authorized which has
superior rights to the Series A Preferred Stock as to distributions, liquidation
or  vote,  without  the  consent  of  the  holders of at least two-thirds of the
outstanding  shares  of  Series  A  Preferred  Stock

     7.  No  Implied  Limitations.  Except  as  otherwise  provided  by  express
         ------------------------
provisions  of  this  Certificate,  nothing  herein shall limit, by inference or
otherwise,  the  discretionary  right  of the Board of Directors to classify and
reclassify  and issue any shares of Series A Preferred Stock and to fix or alter
all  terms  thereof  to  the  full  extent  provided  in  the  Certificate  of
Incorporation,  as  amended,  of  the  Company.

     8.  General Provisions. In addition to the above provisions with respect to
         ------------------
the Series A Preferred Stock, such Series A Preferred Stock shall be subject to,
and  entitled to the benefits of the provisions set forth in this Certificate of
Incorporation  with  respect  to  Preferred  Stock  generally.

     9.  Notices.  All  notices required or permitted to be given by the Company
         -------
with  respect  to  the  Series  A  Preferred  Stock  shall be in writing, and if
delivered  by  first  class United States mail, postage prepaid, or by overnight
delivery  service,  to the holders of the Series A Preferred Stock at their last
addresses  as  they  shall  appear  upon  the  books  of  the  Company, shall be
conclusively  presumed  to  have been duly given, whether or not the stockholder
actually receives such notice; provided, however, that failure to duly give such
notice  by  mail,  or  any  defect  in  such notice, to the holders of any stock
designated  for redemption, shall not affect the validity of the proceedings for
the  redemption  of  any  other  shares  of  Preferred  Stock.

D.     SERIES  B  PREFERRED  SHARES
       ----------------------------

     1.  Designation.  Of  the  10,000,000 shares of authorized Preferred Stock,
         -----------
300,000  shall  be  designated  and  known  as  "Series  B  Preferred  Stock".

     2.  Conversion.  The  holders  of  Series  B  Preferred  Stock  shall  have
         ----------
conversion  rights  as  follows:

          (a)  Definitions.  For  the  purposes of this Section 2, the following
               -----------
     definitions  shall  apply:

<PAGE>


          "Automatic  Conversion  Date"  means  the  first  anniversary  of  the
           ---------------------------
          Original  Issue  Date.

          "Automatic  Conversion  Date  Price"  means  the  average  of  the
           ----------------------------------
          closing  bid  price  per  share  of the Common Stock (as quoted on the
          Nasdaq OTC Bulletin Board, or the Nasdaq Stock Market, as the case may
          be)  for  the  20  consecutive  trading days immediately preceding the
          Automatic  Conversion  Date.

          "Closing  Date  Price"  means  $7.625.
           --------------------

          "Common  Stock"  means  the  common  stock, $.001 par value per share,
           -------------
          of  the  Corporation.

          "Optional  Conversion  Date  Price"  means,  with  respect  to a given
           ---------------------------------
          date,  the  average  of  the closing bid price per share of the Common
          Stock (as quoted on the Nasdaq OTC Bulletin Board, or the Nasdaq Stock
          Market,  as  the  case  may  be)  for  the 10 consecutive trading days
          immediately  preceding  such  date.

          "Original  Issue  Date"  of  the  Company's  Series  B Preferred Stock
           ---------------------
          means  August  10,  1999,  the first date on which a share of Series B
          Preferred  Stock  of Cytation.com Incorporated, a predecessor company,
          was  issued  in  New  York.

          "Series  B  Conversion  Price"  is  the  price  at  which  shares  of
           ----------------------------
          Common  Stock  shall  be  deliverable  upon  conversion  of  Series  B
          Preferred Stock without the payment of any additional consideration by
          the  holder  thereof.

          "Transfer  Agent"  means  American  Securities  Transfer,  Inc., whose
           --------------
          address  is  12039-Z2  West Alameda Parkway, Lakewood, Colorado 80228,
          and  any  successor  transfer  agent  appointed  by  the  Corporation.


          (b)  Right  to  Convert;  Conversion  Price.  Subject to the terms and
               --------------------------------------
     conditions  of this Section 2, each share of Series B Preferred Stock shall
     be  convertible, without the payment of any additional consideration by the
     holder  thereof  at  the  office of the Transfer Agent, into such number of
     fully  paid  and  nonassessable  shares of Common Stock as is determined by
     dividing  $15.00  (which  amount  shall  be subject to equitable adjustment
     whenever  there  shall  occur a stock dividend, stock split, combination of
     shares,  reclassification or other similar event with respect to the Series
     B  Preferred  Stock)  by  the  Series  B  Conversion  Price,  determined as
     hereinafter  provided,  in  effect  at  the  time  of  conversion.

          (c)  Automatic  Conversion.
               ----------------------

               (i)  Timing  and  Price.  Each  share of Series B Preferred Stock
                    ------------------
          shall  automatically  be  converted into shares of Common Stock on the
          Automatic  Conversion Date. For the purposes of this Section 2(c), the
          Series  B  Conversion  Price on the Automatic Conversion Date shall be
          equal to the greater of (i) the Closing Date Price (which amount shall

<PAGE>

          be  subject to equitable adjustment whenever there shall occur a stock
          dividend,  stock  split,  combination  of  shares, reclassification or
          other  similar  event  with  respect to the Common Stock) and (ii) the
          Automatic  Conversion  Date  Price.

               (ii)  Mechanics.  On  the Automatic Conversion Date, the Series B
                     ---------
          Preferred  Stock  shall be converted automatically without any further
          action  by  the  holders  of  such  shares  and  whether  or  not  the
          certificates  representing such shares are surrendered to the Transfer
          Agent;  provided, that the Corporation shall not be obligated to issue
                  --------
          certificates  evidencing the shares of Common Stock issuable upon such
          conversion  unless certificates evidencing such shares of the Series B
          Preferred  Stock  being converted are either delivered to the Transfer
          Agent,  or  the  holder  notifies  the  Transfer  Agent  that  such
          certificates  have  been  lost,  stolen,  or destroyed and executes an
          agreement satisfactory to the Corporation to indemnify the Corporation
          from  any  loss  incurred  by  it  in connection therewith and, if the
          Corporation  so elects, provides an appropriate indemnity bond. On the
          Automatic  Conversion  Date,  all  rights with respect to the Series B
          Preferred  Stock  so converted shall terminate except for the right of
          the  holder  thereof,  upon  surrender  of the holder's certificate or
          certificates  therefor,  to  receive  certificates  for  the number of
          shares  of  Common  Stock into which such Series B Preferred Stock has
          been  converted.  Upon  the  automatic  conversion  of  the  Series  B
          Preferred  Stock,  the  holders of such Series B Preferred Stock shall
          surrender  the  certificates representing such shares at the office of
          the Transfer Agent. If so required by the Transfer Agent, certificates
          surrendered for conversion shall be endorsed or accompanied by written
          instrument  or  instruments  of  transfer, in form satisfactory to the
          Transfer  Agent,  duly  executed  by  the  registered holder or by the
          holder's  attorney  duly authorized in writing. Upon surrender of such
          certificates  there  shall  be  issued  and  delivered to such holder,
          promptly  at  such  office  and  in the holder's name as shown on such
          surrendered certificate or certificates, a certificate or certificates
          for  the number of shares of Common Stock into which the shares of the
          Series B Preferred Stock surrendered were convertible on the Automatic
          Conversion  Date.  No fractional share of Common Stock shall be issued
          upon  automatic conversion of the Series B Preferred Stock. In lieu of
          any  fractional share to which the holder would otherwise be entitled,
          the  Corporation  shall  pay cash equal to such fraction multiplied by
          the  Automatic  Conversion  Date  Price.

          (d)  Optional  Conversions.
               ---------------------

               (i)  Timing and Price. Each share of Series B Preferred Stock may
                    ----------------
          be  converted into shares of Common Stock, at the option of the holder
          thereof  at  any time (i) after the Original Issue Date, (ii) prior to
          the  Automatic  Conversion Date and (iii) that the Optional Conversion
          Date  Price  is  greater than $15.00 (which amount shall be subject to
          equitable  adjustment  whenever  there  shall  occur a stock dividend,
          stock  split, combination of shares, reclassification or other similar
          event  with  respect  to  the  Common Stock). For the purposes of this
          Section  2(d), the Series B Conversion Price applicable to an optional
          conversion  pursuant  to  this  Section  2(d)  shall  be  the Optional
          Conversion Date Price on the date of the Conversion Notice (as defined
          below).

               (ii)  Mechanics.  In  order  to  convert  his  shares of Series B
                     ---------
          Preferred  Stock  into shares of Common Stock pursuant to this Section
          2(d),  a  holder  of  Series  B  Preferred  Stock  shall surrender the
          certificate  or  certificates  therefor  at the office of the Transfer
          Agent,  and shall give written notice (the "Conversion Notice") to the
                                                      -----------------
          Transfer  Agent  at  such office that the holder elects to convert the

<PAGE>

          same and shall state therein the holder's name or the name or names of
          the  holder's  nominees  in which the holder wishes the certificate or
          certificates  for  shares of Common Stock to be issued. On the date of
          conversion, all rights with respect to the Series B Preferred Stock so
          converted  shall  terminate,  except  any of the rights of the holders
          thereof, upon surrender of their certificate or certificates therefor,
          to  receive certificates for the number of shares of Common Stock into
          which such Series B Preferred Stock has been converted. If so required
          by  the  Transfer Agent, certificates surrendered for conversion shall
          be  endorsed  or  accompanied  by written instrument or instruments of
          transfer, in form satisfactory to the Transfer Agent, duly executed by
          the  registered  holder or by the holder's attorney duly authorized in
          writing.  No  fractional  share  of  Common Stock shall be issued upon
          optional  conversion  of  the Series B Preferred Stock. In lieu of any
          fractional  share to which the holder would otherwise be entitled, the
          Corporation  shall  pay  cash equal to such fraction multiplied by the
          Optional  Conversion  Date Price on the date of the Conversion Notice.
          The Corporation shall cause the Transfer Agent, as soon as practicable
          after  surrender  of  the  certificate or certificates for conversion,
          issue  and deliver at such office to such holder of Series B Preferred
          Stock,  or  to  the  holder's  nominee  or  nominees, a certificate or
          certificates  for  the  number  of shares of Common Stock to which the
          holder  shall  be entitled as aforesaid, together with cash in lieu of
          any  fraction of a share. Such conversion shall be deemed to have been
          made  immediately  prior  to  the close of business on the date of the
          Conversion  Notice,  and the person or persons entitled to receive the
          shares  of  Common Stock issuable upon conversion shall be treated for
          all  purposes as the record holder or holders of such shares of Common
          Stock  on  such  date.

          (e)  Notices. All notices required or permitted to be sent pursuant to
               -------
     this  Section  2  shall  be  deemed  sufficient  if  contained in a written
     instrument and delivered in person or duly sent by first-class mail postage
     prepaid  or  by  fax  or  DHL,  Federal Express or other recognized express
     courier  service,  addressed  to  the intended recipient at the recipient's
     address  as  it  appears  on  the  books  of  the  Corporation.

     3.  Dividends.  The holders of shares of Series B Preferred Stock shall not
         ---------
be  entitled  to  receive  any  dividends.

     4.  Liquidation  Rights.  The holders of shares of Series B Preferred Stock
         -------------------
shall  not  be entitled to any preferential payment or distribution in the event
of  any  liquidation,  dissolution  or  winding up of the Corporation, but shall
share  ratably  on  an  as-converted  basis assuming automatic conversion in any
distribution  of  the  assets  of  the  Corporation to all the holders of Common
Stock.

     5.  Voting  Rights.  Except as otherwise required by law or as set forth in
         --------------
the  Certificate  of  Incorporation  of the Corporation, the holders of Series B
Preferred  Stock shall not be entitled to vote on any matter or to notice of any
meeting  of  the  stockholders.

     6.  No  Reissuance  of  Preferred  Stock.  No  share  or shares of Series B
         ------------------------------------
Preferred Stock acquired by the Corporation by reason of conversion or otherwise
shall  be  reissued,  and  all  such  shares  shall  be  cancelled,  retired and
eliminated  from  the shares which the Corporation shall be authorized to issue.

<PAGE>

     7.  Residual  Rights.  All rights accruing to the outstanding shares of the
         ----------------
Corporation not expressly provided for to the contrary herein shall be vested in
the  Common  Stock.


E.     SERIES  C  PREFERRED  SHARES
       ----------------------------

     1.  Designation.Initial  Number and Date of Issue. Of the 10,000,000 shares
         ---------------------------------------------
of  authorized  Preferred  Stock, 1,000,000 shall be designated and known as the
"Series  C  Preferred Stock" (the "Series C Preferred Stock"). The Stated 'Value
of  the  Series C Preferred Stock shall be $4.00 per share, and the Par Value of
the  Series  C  Preferred Stock shall be $.01 per share. September 30, 1999, the
date  on  which  the  Series  C  Preferred Stock of Cytation.com Incorporated, a
predecessor  company,  was issued in New York is referred to herein as the "Date
of  Issue"  of  the  Company's  Series  C  Preferred  Stock.

     2.  Distributions.  The  holders  of  the Series C Preferred Stock shall be
         -------------
entitled  to  receive,  when  and  as  declared by the Board of Directors of the
Company,  out of funds at the time legally available for payment of dividends in
the  State of Delaware, a cumulative dividend at an annual rate, based on a year
of  360  days  consisting  of  12  thirty-day months, equal to 6% applied to the
amount of the Stated Value per share of Series C Preferred Stock. Such dividends
shall be payable in respect of each share of Series C Preferred Stock quarterly,
in  arrears, on the last day of March, June, September and December in each year
(each  a  "Dividend  Payment  Date"), commencing on the first such date to occur
which  is  at least thirty days after its Date of Issue. The dividend payable on
the first Dividend Payment Date shall be calculated and based on the period from
the  Date of Issue through such Dividend Payment Date. Each period commencing on
the later of the Date of Issue of a share of the Series C Preferred Stock or the
first  day after the last preceding Dividend Payment Date and ending on the next
Dividend Payment Date or, in the case of a final dividend, the effective date of
a  liquidating  distribution  or conversion of such shares of Series C Preferred
Stock  into  Common  Stock  is referred to herein as a "Dividend Period." If the
date  fixed  for  payment  of  a final liquidating distribution on any shares of
Series  C  Preferred Stock or the date on which any shares of Series C Preferred
Stock  are converted into Common Stock does not coincide with a Dividend Payment
Date,  then  subject  to  the  provisions  hereof  relating  to such liquidating
distribution  or conversion, the final Dividend Period applicable to such shares
shall  be  the period from the last Dividend Payment Date prior to the date such
liquidating distribution or conversion occurs through the effective date of such
liquidating  distribution  or  conversion.

     3. Conversion. Subject to the limitation set forth in paragraph 3(k) below,
        ----------
the  Series  C  Preferred  Stock  shall be convertible into such number of fully
paid, validly issued and nonassessable shares of Common Stock, free and clear of
any  liens,  claims  or  encumbrances  as  hereinafter  provided  and,  when  so
converted,  shall  be  canceled  and  retired and shall not be reissued as such:

          (a) Any holder of the Series C Preferred Stock may at any time or from
     time  to  time  convert such stock into the Common Stock of the Company. In
     order to convert the Series C Preferred Stock into Common Stock, the holder
     thereof  on  any  business day must present and surrender to the Company at
     its  offices located at 55 Hammarlund Way, Newport, RI 02842 (or such other
     address  as the Company shall designate) the certificate or certificates of

<PAGE>

     the  Series  C  Preferred  Stock  to  be  converted into Common Stock, duly
     endorsed  to the Company or in blank, together with a notice of conversion,
     which shall state therein the number of shares to be converted and the name
     or  names  in  which such holder wishes the certificate or certificates for
     Common  Stock  to  be  issued  ("Conversion  Notice").
                                      -----------------

          (b)  Each  holder  of Series C Preferred Stock shall have the right to
     convert such Series C Preferred Stock on and subject to the following terms
     and  conditions:

               (i)  The  Series C Preferred Stock shall be converted into Common
          Stock  at the conversion ratio, determined as hereinafter provided, in
          effect  at  the time of conversion. Unless such conversion ratio shall
          be adjusted as hereinafter provided, the conversion ratio shall be one
          (1)  share  of Common Stock for each share of Series C Preferred Stock
          ("Conversion  Ratio").
            -----------------

               (ii)  The  conversion  of  the  Series C Preferred Stock shall be
          deemed  to  have  occurred on the date the holder thereof provides and
          surrenders,  as the case may be, to the Company, pursuant to paragraph
          3(a)  hereof,  a Conversion Notice and the certificate or certificates
          representing  the Series C Preferred Stock to be converted into Common
          Stock, duly endorsed to the Company or in blank. The person or persons
          entitled  to  receive  the  Common Stock issuable upon such conversion
          shall  be  treated for all purposes as the record holder or holders of
          such Common Stock at such time. As promptly as practicable on or after
          the  date  of  any  conversion, but in no event later than 10 business
          days  following  the  receipt by the Company of the Conversion Notice,
          the  Company  shall issue and deliver by hand against a signed receipt
          therefor  or  by  United  States  registered  mail,  return  receipt
          requested, or by overnight delivery service, to the address designated
          by  the  holder in the Conversion Notice, a stock certificate or stock
          certificates  of  the  Company  representing  the  number of shares of
          Common  Stock to which such holder is entitled, together with check or
          cash  in lieu of any fraction of a share and in payment of all accrued
          and  unpaid  dividends,  to  the person or persons entitled to receive
          same.  In  case  of the conversion of only a part of the shares of any
          holder  of  Series C Preferred Stock, the Company shall also issue and
          deliver  to  such holder a new certificate of Series C Preferred Stock
          representing the number of shares of such Series C Preferred Stock not
          converted  by  such  holder.

          (c)  (i) Subject to the limitation set forth in paragraph 3(k), below,
     the Company may require mandatory conversion of all, but not less than all,
     of  the  Series  C Preferred Stock on or after the first anniversary of the
     initial  purchase  and sale of the Series C Preferred Stock (the "Mandatory
                                                                       ---------
     Conversion  Date"),  provided  that  (x) after the first anniversary of the
     ----------------
     initial  purchase  and  sale  of  the  Series C Preferred Stock the average
     closing  bid  price  of  the Company's Common Stock on the Over-the-Counter
     Bulletin  Board  or  the  Nasdaq  Stock  Market,  as applicable, for the 20
     consecutive  trading  days  immediately  preceding the Mandatory Conversion
     Date  has  exceeded  $6.00  per  share;  and  (y)  the.  Company elected to
     mandatory  convert  all  other  series  of  Preferred  Stock.

               (ii) Conversion of the Series C Preferred Stock into Common Stock
          pursuant  to  this paragraph 3(c) shall be deemed to have occurred .on
          the  Mandatory Conversion Date whether or not the holder of such stock

<PAGE>

          delivers to the Company its certificate or certificates for the Series
          C  Preferred  Stock.  Anything  in  this  Section 3(c) to the contrary
          notwithstanding,  the  Company  may  not require the conversion of any
          shares  of  Series  C  Preferred  Stock unless, concurrently With such
          mandatory  conversion,  the  Company  shall also require the mandatory
          conversion of the same Pro Rata Proportion (as hereinafter defined) of
          shares  of  the  Series  A  Preferred  Stock  of  the Company. For the
          purposes  of the preceding sentence "Pro Rata Proportion" shall mean a
          fraction  the  numerator  of  which  shall  be the number of shares of
          Series  C Preferred Stock or Series A Preferred Stock, as the case may
          be, subject to mandatory conversion and the denominator of which shall
          be  all  outstanding  shares  of  Series C Preferred Stock or Series A
          Preferred  Stock,  as  the  case  may  be.

          (d)  The  Conversion  Ratio shall be subject to adjustment as follows:

               (i) If the Company subdivides (e.g., stock dividend) or splits up
          the  issued  and  outstanding  shares  of  Common Stock into a greater
          number  of  shares of the Common Stock, the Conversion Ratio in effect
          at  the  opening of business on the business day immediately preceding
          the  date fixed for the determination of the stockholders whose shares
          of  Common  Stock  shall  be subdivided or split up (the "Split Record
          Date")  shall  be  proportionately  increased,  and in case issued and
          outstanding  shares  of  Common Stock shall be combined into a smaller
          number  of  shares  of Common Stock, the Conversion Ratio in effect at
          the  opening of business on the business day immediately preceding the
          date  fixed  for the determination of the stockholders whose shares of
          Common  Stock  shall be combined (the "Combination Record Date") shall
          be  proportionately  decreased, such increase or decrease, as the case
          may  be,  becoming effective immediately after the opening of business
          on  the  business  day  immediately after the Split Record Date or the
          Combination  Record  Date,  as  the  case  may  be.

               (ii)  In case of any capital reorganization, any reclassification
          of  the  stock  of  the  Company  (other  than  as a result of a stock
          dividend  or  subdivision,  split up or combination of shares), or the
          merger  of  the  Company  with or into another person or entity (other
          than  a  merger in which the Company is the continuing corporation and
          which  does  not  result  in any change in the Common Stock) or of the
          sale,  exchange,  lease,  transfer  or  other  disposition  of  all or
          substantially  all  of  the properties and assets of the Company as an
          entirety  or  the  participation by the Company in a share exchange as
          the  corporation  the  stock  of which is to be acquired, the Series C
          Preferred  Stock  shall  (effective  on the opening of business on the
          date  after  the  effective  date  of  such  reorganization,
          reclassification,  merger,  sale or exchange, lease, transfer or other
          disposition or share exchange) be convertible into the kind and number
          of  shares  of stock or other securities or property of the Company or
          of  the  surviving  corporation resulting from such merger or to which
          such  properties  and  assets shall have been sold, exchanged, leased,
          transferred  or  otherwise disposed or which was the corporation whose
          securities were exchanged for those of the Company to which the holder
          of  the  number of shares of Common Stock deliverable (at the close of
          business  on the date immediately preceding the effective date of such
          reorganization,  reclassification,  merger,  sale,  exchange,  lease,
          transfer  or  other  disposition or share exchange) upon conversion of
          Series  C  Preferred  Stock  would  have  been  entitled  upon  such
          reorganization,  reclassification,  merger,  sale,  exchange,  lease,

<PAGE>

          transfer  or  other  disposition  or share exchange. The provisions of
          this  subparagraph  3(b)(ii)  shall  similarly  apply  to  successive
          reorganizations, reclassifications, mergers, sales, exchanges, leases,
          transfers  or  other  dispositions  or  other  share  exchanges.

               (iii)  If  the  Company  shall issue to the holders of its Common
          Stock  rights  or  warrants to subscribe for or purchase shares of its
          Common  Stock at a price less than 90% of the Current Market Price (as
          defined  below in this paragraph) of the Company's Common Stock at the
          record date fixed for the determination of the holders of Common Stock
          entitled  to  such  rights  or warrants, the conversion rate in effect
          immediately prior to said record date shall be increased, effective at
          the opening of business on the next following full business day, to an
          amount  determined  by  multiplying such conversion rate by a fraction
          the  numerator of which is the number of shares of Common Stock of the
          Company  outstanding  immediately  prior  to said record date plus the
          number  of  additional  shares  of  its  Common  Stock  offered  for
          subscription  or  purchase and the denominator of which is said number
          of  shares  outstanding immediately prior to said record date plus the
          number  of  shares  of Common Stock of the Company which the aggregate
          subscription  or  purchase  price  of  the  total  number of shares so
          offered  would  purchase  at the Current Market Price of the Company's
          Common  Stock  at said record date. The term "Current Market Price" at
          said  record  date  shall  mean the average of the daily last reported
          sale  prices  per share of the Company's Common Stock on the principal
          stock  exchange on which the Common Stock is then listed during the 20
          consecutive  full business days commencing with the 30th full business
          day  before  said  record date, provided that if there was no reported
          sale on any such day or days there shall be substituted the average of
          the closing bid and asked quotations on that exchange on that day, and
          provided  further that if the Common Stock was not listed on any stock
          exchange  on  any  such  day  or  days  there shall be substituted the
          average  of  the  lowest  bid  and the highest asked quotations in the
          over-the-counter  market  on  that  day.

               (iv)  Whenever the Conversion Ratio shall be adjusted as provided
          herein,  the  Company  shall  prepare  and  send to the holders of the
          Series  C  Preferred  Stock a statement, signed by the chief financial
          officer  of  the  Company,  showing in detail the facts requiring such
          adjustment and the Conversion Ratio that shall be in effect after such
          adjustment.

               (v)  In the event the Company shall propose to take any action of
          the  types  described in paragraph 3(d) hereof, the Company shall give
                                   -------------
          notice  to  the holder of Series C Preferred Stock, which notice shall
          specify  the  record date, if any, with respect to any such action and
          the  date  on which such action is to take place. Such notice shall be
          given  on  or prior to the earlier of 30 days prior to the record date
          or  the  date which such action shall be taken. Such notice shall also
          set  forth  such  facts  with  respect  thereto as shall be reasonably
          necessary  to  indicate  the effect of such action (to the extent such
          effect  may  be  known  at  the date of such notice) on the Conversion
          Ratio  and  the number, kind or class of shares or other securities or
          property which shall be deliverable or purchasable upon the occurrence
          of  such  action  or  deliverable  upon  conversion  of  the  Series C
          Preferred  Stock.  Failure  to  give  notice  in  accordance with this
          paragraph 3(d)(v) shall not render such action ultra vires, illegal or
          ----------------
          invalid.


          (e)  No adjustment of the Conversion Ratio shall be made in any of the
     following  cases:

<PAGE>

               (i)  the grant or exercise of stock options hereafter granted, or
          under  any  employee stock option plan now or hereafter authorized, to
          the  extent  that  the  aggregate of the number of shares which may be
          purchased  under  such  options  and the number of shares issued under
          such  employee  stock option plan is less than or equal to ten percent
          (10%) of the number of shares of Common Stock outstanding on January 1
          of  the  year  of  the  grant  or  exercise;

               (ii)  the  issuance  of shares of Common Stock in connection with
          the  acquisition by the Company or by any subsidiary of the Company of
          80% or more of the assets of another corporation, and shares issued in
          connection with the acquisition by the Company or by any subsidiary of
          the Company of 80% or more of the voting shares of another corporation
          (including shares issued in connection with such acquisition of voting
          shares  of  such other corporation subsequent to the acquisition of an
          aggregate  of 80% of such voting shares), shares issued in a merger of
          the Company or a subsidiary of the Company with another corporation in
          which  the  Company  or  the  Company's  subsidiary  is  the surviving
          corporation, and shares issued upon the conversion of other securities
          issued  in connection with any such acquisition or in any such merger;

               (iii)  the  issuance  of  shares  of Common Stock pursuant to all
          stock  options,  warrants  and  convertible  securities outstanding on
          October  1,  1999,  which  date represents the date of the filing of a
          Certificate  of  Amendment  to  the  Certificate  of  Incorporation of
          Cytation.com  Incorporated,  a predecessor company, with the Secretary
          of  State  of  the  State  of  New  York, creating a class of Series C
          Preferred  Stock  of  Cytation.com  Incorporated;

               (iv)  sales  of  Common  Stock  of  the  Company  for  cash in an
          underwritten  public  offering.

          (f)  Whenever the Conversion Ratio is adjusted as herein provided, the
     Company  shall prepare a certificate signed by the Treasurer of the Company
     setting  forth  the  adjusted  conversion  ratio  and showing in reasonable
     detail  the  facts  upon  which  such  adjustment  is based. As promptly as
     practicable,  the  Company  shall  cause  a  copy of such certificate to be
     mailed  to  each  holder  of  record  of  issued  and  outstanding Series C
     Preferred  Stock  at  the address of such holder appearing on the Company's
     books.

          (g)  The Company shall pay all taxes that may be payable in respect of
     the  issue  or delivery of Common Stock on conversion of Series C Preferred
     Stock  pursuant hereto, but shall not pay any tax which may be payable with
     respect to income or gains of the holder of any Series C Preferred Stock or
     Common  Stock  or  any  tax which may be payable in respect of any transfer
     involved in the issue and delivery of the Common Stock in a name other than
     that in which the Series C Preferred Stock so converted was registered, and
     no  such  issue  or  delivery  shall  be  made  unless and until the person
     requesting  such  issue has paid to the Company the amount of any such tax,
     or  has  established, to the satisfaction of the Company, that such tax has
     been  paid.

          (h)  (i)  Upon  conversion  of  any shares of Series C Preferred Stock
     pursuant  to  paragraphs 3(a) and (b) hereof, the holders of such shares of

<PAGE>

     Series  C Preferred Stock so converted shall not be entitled to receive any
     dividends  declared with respect to such shares of Series C Preferred Stock
     unless  such  dividends  shall have been declared by the Board of Directors
     and  the  record  date  for such dividends shall have been on or before the
     date  such shares shall have been converted. No payment or adjustment shall
     be  made  on account of dividends declared and payable to holders of Common
     Stock  of record on a date prior to the date of the conversion of shares of
     Series  C  Preferred  Stock  pursuant  to  paragraphs  3(a) and 3(b) hereof

               (ii)  Upon  the  mandatory  conversion  of any shares of Series C
          Preferred Stock pursuant to paragraph 3(c) hereof, the holders of such
          shares  of  Series C Preferred Stock so converted shall be entitled to
          receive  a  dollar  amount  equal  to all accrued dividends and unpaid
          distributions  prior  to the Mandatory Conversion Date, whether or not
          declared  thereon.

          (i) No fractional shares or scrip representing fractional shares shall
     be issued upon the conversion of any shares of Series C Preferred Stock. If
     more  than  one  share of Series C Preferred Stock shall be surrendered for
     conversion  at  one  time  by  the  same  holder, the number of full shares
     issuable  upon  conversion  thereof  shall  be computed on the basis of the
     aggregate  number  of  such shares so surrendered. If the conversion of any
     share of Series C Preferred Stock results in a fraction, an amount equal to
     such fraction multiplied by the current market value of the Common Stock on
     the  day of conversion shall be paid to such holder in cash by the Company.
     For purposes of this paragraph 3(i), "current market value of Common Stock"
     shall  mean the value of the Common Stock as reflected in the last trade of
     the  Common  Stock  on  the  date  of  conversion.

          (j)  The  Company  shall at all times reserve and keep available, free
     from preemptive rights, out of its authorized Common Stock, for the purpose
     of  effecting  the  conversion  of  the  issued  and  outstanding  Series C
     Preferred Stock, the full number of shares of Common Stock then deliverable
     in the event and upon the conversion of all of the Series C Preferred Stock
     then  issued  and  outstanding.

          (k)  In  no  event  shall  PNC  Bank  Corp.  or any indirect or direct
     subsidiary  thereof (collectively, "PNC") be entitled to convert any shares
     of  Series  C  Preferred Stock nor shall the Company be entitled to require
     conversion  of  any  shares  of  Series C Preferred Stock in excess of that
     number  of  shares of Series C Preferred Stock upon the conversion of which
     the  sum of (1) the number of shares of Common Stock beneficially owned (as
     such  term  is defined for the purposes of Rule 13(d) promulgated under the
     Securities  Exchange  Act of 1934, as amended) by PNC and (2) the number of
     shares of Common Stock issuable upon the conversion of the number of shares
     of Series C Preferred Stock with respect to which the determination in this
     provision  is made, would result in the beneficial ownership by PNC of five
     percent  (5%)  or more of the issued and outstanding shares of Common Stock
     and  any  series  of  voting  preferred stock of the Company unless PNC has
     provided  to  the  Company  a  written  opinion  of  counsel that a greater
     percentage  of  beneficial  ownership  of such capital stock is permissible
     pursuant  to  then  applicable  laws  or  regulations.

<PAGE>

          (l)  In  no  event shall PNC be entitled to sell or otherwise transfer
     shares  of  Series  C  Preferred  Stock  and  Common  Stock  to  a  person
     unaffiliated  with PNC or Company if immediately after the transfer (1) the
     number  of  shares of Common Stock and any series of voting preferred stock
     of  the  Company and (2) the number of shares of Common Stock issuable upon
     the  conversion  of  the shares of Series C Preferred Stock would result in
     the  beneficial  ownership  by the acquiring person of five percent (5%) or
     more of the issued and outstanding shares of Common Stock and any series of
     voting  preferred  stock  of  the  Company  unless (1) pursuant to a widely
     dispersed  public  offering,  (2)  immediately  prior  to  the transfer the
     acquiring  person would hold, upon exercise of the conversion rights of any
     Series  C  Preferred  Stock it held immediately prior to the transfer, more
     than  50  percent of the issued and outstanding Common Stock and any series
     of  voting  preferred stock of the Company or (3) the Company has stated in
     writing  that  it  has  no  objection  to  such  transfer.

     4. Liquidation or Dissolution. In the event of any voluntary or involuntary
        --------------------------
liquidation,  dissolution,  or  winding  up  of  the affairs of the Company, the
holders of the issued and outstanding Series C Preferred Stock shall be entitled
to  receive  for each share of Series C Preferred Stock, before any distribution
of  the assets of the Company shall be made to the holders of any other class of
capital  stock,  except  for holders of the Series A Convertible Preferred Stock
which  shall  have  the  rights and preferences set forth above, a dollar amount
equal  to  the  Stated  Value  thereof plus all accrued and unpaid distributions
whether  or  not earned or declared thereon, without interest. After payments in
full  have  been made to all holders of any series of the issued and outstanding
preferred  stock  of the Company, or funds necessary for such payment shall have
been  set  aside  in  trust  for the account of the holders of any series of the
issued  and outstanding preferred stock of the Company, so as to be and continue
to be available therefor, then, before any further distribution of the assets of
the  Company shall be made, a dollar amount equal to that already distributed to
the  holders  of any series of the issued and outstanding preferred stock of the
Company  shall  be  distributed  pro-rata to the holders of the other issued and
outstanding  classes  of  capital stock of the Company, subject to the rights of
any  other class of capital stock set forth in the Certificate of Incorporation,
as  amended,  of the Company. After such payment shall have been made in full to
the  holders  of  such  other  issued  and  outstanding  capital stock, or funds
necessary for such payment shall have been set aside in trust for the account of
the  holders  of such other issued and outstanding capital stock so as to be and
continue  to  be  available  therefor, the holders of the issued and outstanding
Series  C  Preferred  Stock shall be entitled to participate with the holders of
all  other  classes  of  issued  and  outstanding  capital  stock  in  the final
distribution  of the remaining assets of the Company, and, subject to any rights
of  any  other  class  of  capital  stock  set  forth  in  the  Certificate  of
Incorporation,  as  amended, of the Company, the remaining assets of the Company
shall  be divided and distributed ratably among the holders of both the Series C
Preferred  Stock  and  the  other  capital  stock  then  issued  and outstanding
according to the proportion by which their respective record ownership of shares
of  Common  Stock  Equivalents (as defined below in this paragraph) bears to the
total  number of shares of Common Stock Equivalents then issued and outstanding.

<PAGE>

"Common  Stock  Equivalents"  shall  mean  all  shares  of Common Stock that are
outstanding plus all shares of Common Stock issuable upon conversion of Series A
Convertible  Preferred Stock, Series B Convertible Preferred Stock or the Series
C  Preferred  Stock  or  any  other series of convertible preferred stock of the
Company.  If,  upon  such liquidation, dissolution, or winding up, the assets of
the  Company  distributable,  as  aforesaid,  among the holders of any series of
preferred  stock  of  the Company shall be insufficient to permit the payment to
them  of  said  amount, the entire assets shall be distributed ratably among the
holders  of any series of issued and outstanding preferred stock of the Company.
A  consolidation  or  merger  of  the  Company, a share exchange, a sale, lease,
exchange  or  transfer of all or substantially all of its assets as an entirety,
or any purchase or redemption of stock of the Company of any class, shall not be
regarded  as  a  "liquidation,  dissolution, or winding up of the affairs of the
Company"  within  the  meaning  of  this  paragraph  4.

     5. Voting  Rights  and  Board  Representation
        ------------------------------------------

          (a)  Except  as  otherwise  required  by  applicable law, the Series C
     Preferred  Stock  shall  not  be  entitled  to  vote  on  any  matter.

          (b) So long as there are at least 500,000 shares of Series C Preferred
     Stock outstanding (which number shall be subject to proportional adjustment
     to reflect any subdivisions, splits or reverse stock splits of the Series C
     Preferred  Stock)  the  holders  of  the  Series  C  Preferred Stock voting
     separately  as a class shall be entitled, as such holders voting separately
     as  a  class may determine, to elect one director to the Board of Directors
     or  to  appoint  one  observer  to  the  Board  of  Directors.

     6.  Changes in Terms of Series C Preferred Stock. The terms of the Series C
         --------------------------------------------
Preferred Stock may not be amended, altered or repealed, and no class of capital
stock  or  securities  convertible  into  capital  stock  shall  be  authorized,
including  by  way  of  a  merger,  which  has  superior  rights to the Series C
Preferred  Stock  as to distributions or liquidation, without the consent of the
holders  of  at least two-thirds of the outstanding shares of Series C Preferred
Stock.  This  Section  6  shall in no way limit the Company's abilities to issue
securities  which  are  pari  passu  with  the  Series  C  Preferred  Stock.

     7.  No  Implied  Limitations.  Except  as  otherwise  provided  by  express
         ------------------------
provisions  of  this  Certificate,  nothing  herein shall limit, by inference or
otherwise,  the  discretionary  right  of the Board of Directors to classify and
reclassify  and issue any shares of Series C Preferred Stock and to fix or alter
all  terms  thereof  to  the  full  extent  provided  in  the  Certificate  of
Incorporation,  as  amended,  of  the  Company.

     8.  General Provisions. In addition to the above provisions with respect to
         ------------------
the Series C Preferred Stock, such Series C Preferred Stock shall be subject to,
and  entitled  to  the  benefits  of,  the provisions set forth in the Company's
Certificate  of  Incorporation,  as  amended,  of  the  Company  with respect to
preferred  stock generally but not with respect any series of preferred stock in
particular.

     9.  Notices.  All  notices required or permitted to be given by the Company
         -------
with  respect  to  the  Series  C  Preferred  Stock  shall be in writing, and if
delivered  by  first  class United States mail, postage prepaid, or by overnight
delivery  service,  to the holders of the Series C Preferred Stock at their last
addresses  as  they  shall  appear  upon  the  books  of  the  Company, shall be
conclusively  presumed  to  have been duly given, whether or not the stockholder
actually receives such notice; provided, however, that failure to duly give such

<PAGE>

notice  by  mail,  or  any  defect  in  such notice, to the holders of any stock
designated  for redemption, shall not affect the validity of the proceedings for
the  redemption  of  any  other  shares  of  Series  C  Preferred  Stock.

FIFTH:  In  furtherance of and not in limitation of powers conferred by statute,
-----
it  is  further  provided  that:

          (a)  (1)  The business and affairs of the Corporation shall be managed
     under  the  direction  of a Board of Directors, consisting of not less than
     three  nor  more  than  twelve  Directors,  the  number  of  which shall be
     determined  from  time  to  time  by resolution adopted by affirmative of a
     majority  of  Directors  then  in office. The Directors shall be classified
     with  respect  to  the  time  for which they shall severally hold office by
     dividing  them  into  three  classes, Class I, Class II and Class III, each
     consisting  as  nearly  as possible of one-third of the whole number of the
     Board  of Directors. All Directors shall hold office until their successors
     are  chosen  and  qualified,  or  until  their  earlier death, resignation,
     disqualification  or  removal. At the first election of Directors following
     adoption  of this provision by the stockholders of the Corporation, Class I
     Directors shall be elected for a term of one year; Class II Directors shall
     be  elected  for  a  term  of  two  years; and Class III Directors shall be
     elected  for a term of three years; and at each annual election thereafter,
     successors  to  the  Directors  whose terms shall expire that year shall be
     elected  to  hold  office  for  a  term of three years, so that the term of
     office  of one class of Directors shall expire in each year. Any vacancy on
     the  Board  of  Directors  that  results  from an increase in the number of
     Directors  may  be  filled  by  the  affirmative  vote of a majority of the
     Directors  then  in office, and any other vacancy on the Board of Directors
     may  be  filled by the affirmative vote of a majority of the Directors then
     in  office,  although  less than a quorum, or by a sole remaining Director.
     Any  Director  elected  to fill a vacancy not resulting from an increase in
     the  number of Directors shall serve for a term equivalent to the remaining
     unserved  portion of the term of such newly elected Director's predecessor.

          Notwithstanding the foregoing, whenever the holders of any one or more
     classes  or  series of preferred stock issued by the Corporation shall have
     the  right,  voting separately by class or series, to elect Directors at an
     annual  or  special  meeting of stockholders, the election, term of office,
     filling  of  vacancies  and  other  features of such directorships shall be
     governed  by  the  terms  of  the  Certificate  of Incorporation applicable
     thereto,  and  such Directors shall not be divided into classes pursuant to
     this  Article  FIFTH  (a)(1)  unless  expressly  provided  by  such  terms.

     (2)  Resignation  or Removal of Directors. Any director or the entire Board
          ------------------------------------
of  Directors may be removed for "Cause," as hereinafter defined, by the holders
of  a  majority  of  the stock issued and outstanding and entitled to vote at an
election  of  directors;  provided,  however,  that  the  directors elected by a
particular  class of stockholders may be removed only by the vote of the holders
of  a  majority  of the shares of such class. No director may be removed without
"Cause"  by  vote  of  the  stockholders. Any director may resign at any time by
delivering  a  resignation  in writing to the principal executive officer or the
secretary  or  to a meeting of the Board of Directors. Such resignation shall be
effective  upon receipt unless specified to be effective at some other time; and
without  in  either  case  the  necessity  of  its  being  accepted  unless  the
resignation  shall  so state. No director resigning and (except where a right to

<PAGE>

receive  compensation  shall  be expressly provided in a duly authorized written
agreement  with  the  Corporation)  no  director removed shall have any right to
receive  compensation  as  such director for any period following the director's
resignation  or  removal,  or  any  right to damages on account of such removal,
whether the director's compensation be by the month or by the year or otherwise;
unless  in  the case of a resignation, the directors, or in the case of removal,
the  body  acting  on  the removal, shall in their or its discretion provide for
compensation.  For  purposes  of  this  Section  4.16,  "Cause"  means:

                    (A)  willful  and  continued  material  failure,  refusal or
               inability  to  perform  one's  duties  to  the Corporation or the
               willful  engaging in gross misconduct materially and demonstrably
               damaging  to  the  Corporation;  or

                    (B)  conviction  for  any crime involving moral turpitude or
               any other illegal act that materially and adversely reflects upon
               the  business,  affairs  or reputation of the Company or on one's
               ability  to  perform  one's  duties  to  the  Corporation.


               (3)  Any  action  required  or  permitted  to  be  taken  by  the
          stockholders  of  the  Corporation  must  be effected at a duly called
          annual  or  special meeting of such holders and may not be effected by
          any  consent  in  writing  by  such  holders.  Special meetings of the
          stockholders, for any purpose or purposes, unless otherwise prescribed
          by  law  or by this Certificate of Incorporation, may be called by the
          Chairman  of  the  Board  of  Directors  or the President and shall be
          called  by  the  President or Secretary at the request in writing of a
          majority  of  the  Board  of  Directors.  Such request shall state the
          purpose  or  purposes  of  the  proposed  meeting  and  business to be
          transacted  at  any  special  meeting  of  the  stockholders.

               (4)  No  amendment  to  the  Certificate  of Incorporation of the
          Corporation  shall  amend,  alter,  or repeal any of the provisions of
          this  Article FIFTH (a) unless the amendment effecting such amendment,
          alteration  or repeal shall receive the affirmative vote of or consent
          of the holders of seventy-five percent (75%) of all shares of stock of
          the Corporation entitled to vote at a meeting of stockholders held for
          the  purpose  of voting on such amendment, considered for the purposes
          of this Article FIFTH as one class; provided that this paragraph FIFTH
          (a)(4)  shall  not  apply to, and such seventy-five percent (75%) vote
          shall  not  be  required  for,  any  such amendment recommended to the
          stockholders  pursuant  to  a  resolution  of  the  Board of Directors
          approved  by  two-thirds  of the Continuing Directors. For purposes of
          this  paragraph  FIFTH  (a)(4), a "Continuing Director" shall mean any
          Director  of  the Corporation who is or becomes a Director on the date
          that  this  Article  FIFTH  is  first  adopted  by  the  Corporation's
          stockholders  or  any Director elected by a majority of the Continuing
          Directors  then  in  office  to  succeed  any  Director or to fill any
          vacancy  on  the Board of Directors whether resulting from an increase
          in  the  number  of  Directors  or  otherwise.

          (b)  Subject  to  any applicable requirements of law, the books of the
     Corporation  may be kept outside the State of Delaware at such locations as
     may  be  designated  by  the  Board  of  Directors or in the By-Laws of the
     Corporation.

          (c) The Board of Directors may from time to time determine whether, to
     what  extent,  at  what  times  and  places  and  under what conditions and
     regulations  the  accounts, books and records of the Corporation, or any of

<PAGE>

     them,  shall  be  open  to  the  inspection  of  the  stockholders,  and no
     stockholder  shall  have any right to inspect any account, book or document
     of  the  Corporation, except as and to the extent expressly provided by law
     or  expressly  authorized  by  resolution  of  the  Board  of  Directors.

          (d)  Except as provided to the contrary in the provisions establishing
     a  class  of  Stock  the  number  of authorized shares of such class may be
     increased  or  decreased  (but  not below the number of shares thereof then
     outstanding)  by  the  affirmative  vote  of a majority of the stock of the
     Corporation  entitled  to  vote,  voting  as  a  single  class.

          (e) In addition to the powers and authority herein or by law expressly
     conferred  upon  them,  the  directors are hereby empowered to exercise all
     such  powers and do all such acts and things as may be exercised or done by
     the  Corporation,  subject,  nevertheless, to the provisions of the laws of
     the  State  of  Delaware, this Certificate of Incorporation and any By-Laws
     adopted  by  the stockholders; provided, however, that no By-Laws hereafter
     adopted by the stockholders shall invalidate any prior act of the directors
     which  would  have  been  valid  if  such  By-Laws  had  not  been adopted.

SIXTH:  The following provisions shall apply with respect to the indemnification
------
of,  and  advancement  of  expenses  to,  certain  parties  as  set forth below:

A.     INDEMNIFICATION.
       ---------------

     1.  Proceedings  Other  than  by  or  in  the Right of the Corporation. The
         ------------------------------------------------------------------
Corporation  shall  indemnify each person who was or is a party or is threatened
to  be  made  a  party  to  any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative (other than
an  action  by  or  in the right of the Corporation), by reason of the fact that
such  person  is  or  was, or has agreed to become, a director or officer of the
Corporation,  or is or was serving or has agreed to serve, at the request of the
Corporation,  as  a  director,  officer  or trustee of, or in a similar capacity
with, another corporation (including any partially or wholly owned subsidiary of
the  Corporation),  partnership,  joint  venture,  trust  or  other  enterprise
(including any employee benefit plan) (each of such persons being referred to as
an  "Indemnitee"),  or  by  reason  of  any action alleged to have been taken or
omitted  in  such  capacity,  against  all expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by  the Indemnitee or on the Indemnitee's behalf in connection with such action,
suit or proceeding and any appeal therefrom, if (A) the Indemnitee acted in good
faith  and  in  a  manner  the  Indemnitee  reasonably believed to be in, or not
opposed  to,  the  best interests of the Corporation and (B) with respect to any
criminal  action  or  proceeding,  the  Indemnitee  had  no  reasonable cause to
believe.  the  Indemnitee's conduct was unlawful. The termination of any action,
suit  or proceeding by judgment, order, settlement, conviction or upon a plea of
nolo  contendere  or  its equivalent, shall not, of itself, create a presumption
that  the Indemnitee did not act in good faith, did not act in a manner that the
Indemnitee  reasonably  believed to be in, or not opposed to, the best interests
of  the  Corporation  or, with respect to any criminal action or proceeding, did
not have reasonable cause to believe that the Indemnitee's conduct was unlawful.

<PAGE>

Notwithstanding  anything  to  the contrary in this Article SIXTH, except as set
forth in Section C.2. of this Article SIXTH, the Corporation shall not indemnify
an  Indemnitee  seeking indemnification in connection with a proceeding (or part
thereof)  initiated by the Indemnitee unless the initiation thereof was approved
by  they  Board  of  Directors  of  the  Corporation.

     2. Proceedings by or in the Right of the Corporation. The Corporation shall
        -------------------------------------------------
indemnify  any  Indemnitee  who  was or is a party or is threatened to be made a
party  to any threatened, pending or completed action or suit by or in the right
of the Corporation to procure a judgment in the Corporation's favor by reason of
the  fact  that the Indemnitee is or was, or has agreed to become, a director or
officer  of  the  Corporation,  or  is  or was serving as a director, officer or
trustee  of;  or  in a similar capacity with, another corporation (including any
partially  or  wholly  owned  subsidiary of the Corporation), partnership, joint
venture,  trust or other enterprise (including any employee benefit plan), or by
reason  of  any  action  alleged to have been taken or omitted in such capacity,
against  all expenses (including attorneys' fees) and amounts paid in settlement
actually and reasonably incurred by the Indemnitee or on the Indemnitee's behalf
in  connection with such action, suit or proceeding and any appeal therefrom, if
the  Indemnitee  acted  in  good faith and in a manner the Indemnitee reasonably
believed  to  be  in,  or not opposed to, the best interests of the Corporation,
except  that  no indemnification shall be made in respect of any claim, issue or
matter  as  to which the Indemnitee shall have been adjudged to be liable to the
Corporation unless and only to the extent that the Court of Chancery of Delaware
shall  determine  upon  application  that,  despite  the  adjudication  of  such
liability  but  in  view of all the circumstances of the case, the Indemnitee is
fairly  and  reasonably  entitled  to  indemnity  for  such  expenses (including
attorneys'  fees) that the Court of Chancery of the State of Delaware shall deem
proper.

     3.  Expenses  of Successful Indemnitee. Notwithstanding any other provision
         ----------------------------------
of  this Article SIXTH, to the extent that an Indemnitee has been successful, on
the  merits or otherwise (including a disposition without prejudice), in defense
of  any  action,  suit  or  proceeding referred to in Section A.1. or 2. of this
Article SIXTH, or in defense of any claim, issue or matter therein, or on appeal
from  any  such  action, suit or proceeding, the Indemnitee shall be indemnified
against  all  expenses  (including  attorneys'  fees)  actually  and  reasonably
incurred  by  the  Indemnitee  or  on  the  Indemnitee's  behalf  in  connection
therewith.  Without limiting the foregoing, if any action, suit or proceeding is
disposed  of,  on  the  merits  or  otherwise  (including  a disposition without
prejudice),  without (A) the disposition being adverse to the Indemnitee, (B) an
adjudication  that  the  Indemnitee was liable to the Corporation, (C) a plea of
guilty  or  nolo  contendere  by  the  Indemnitee,  (D) an adjudication that the
Indemnitee  did  not act in good faith and in a manner the Indemnitee reasonably
believed to be in, or not opposed to, the best interests of the Corporation, and
(E)  with  respect.  to  any  criminal  proceeding,  an  adjudication  that  the
Indemnitee  had  reasonable  cause  to  believe  the  Indemnitee's  conduct  was
unlawful,  the  Indemnitee  shall  be considered for the purposes hereof to have
been  wholly  successful  with  respect  thereto.

     4.  Partial  Indemnification.  If  any  Indemnitee  is  entitled  under any
         ------------------------
provision  of  this  Section  A.  to  indemnification  by  the Corporation for a
portion,  but  not  all, of the expenses (including attorneys' fees), judgments,
fines  or  amounts  paid  in  settlement actually and reasonably incurred by the
Indemnitee  or  on  the  Indemnitee's  behalf  in  any  appeal  therefrom,  the

<PAGE>

Corporation  shall  indemnify  the  Indemnitee  for the portion of such expenses
(including  attorneys'  fees), judgments, fines or amounts paid in settlement to
which  the  Indemnitee  is  entitled.

B.     ADVANCEMENT  OF  EXPENSES.
       -------------------------

     Subject  to  Section  C.2.  of  this  Article  SIXTH, in the event that the
Corporation  does  not assume a defense pursuant to Section C.1. of this Article
SIXTH  of any action, suit, proceeding or investigation of which the Corporation
receives  notice  under  this  Article SIXTH, any expenses (including attorneys'
fees)  incurred by an Indemnitee. in defending a civil or criminal action, suit,
proceeding  or  investigation  or  any  appeal  therefrom  shall  be paid by the
Corporation  in  advance  of  the  final  disposition  of such matter; provided,
however,  that the payment of such expenses incurred by an Indemnitee in advance
of  the  final  disposition of such matter shall be made only upon receipt of an
undertaking  by  or on behalf of the Indemnitee to repay all amounts so advanced
in  the  event that it shall ultimately be determined that the Indemnitee is not
entitled  to  be  indemnified  by  the Corporation as authorized in this Article
SIXTH. Any such undertaking by an Indemnitee shall be accepted without reference
to  the  financial  ability  of  the  Indemnitee  to  make  such  repayment.
C.     PROCEDURES.
       ----------

     1.  Notification  and  Defense  of  Claim.  As a condition precedent to any
         -------------------------------------
Indemnitee's  right  to  be indemnified, the Indemnitee must promptly notify the
Corporation  in  writing  of  any  action,  suit,  proceeding  or  investigation
involving the Indemnitee for which indemnity will or may be sought. With respect
to  any action, suit, proceeding or investigation of which the Corporation is so
notified,  the  Corporation  will  be entitled to participate therein at its own
expense  and/or  to  assume.  the defense thereof at its own expense, with legal
counsel  reasonably  acceptable to the Indemnitee; provided that the Corporation
shall  not  be  entitled,  without  the consent of the Indemnitee, to assume the
defense  of  any  claim  brought  by or in the right of the Corporation or as to
which  counsel for the Indemnitee shall have reasonably concluded that there may
be  a  conflict  of  interest  or  position on any significant issue between the
Corporation  and  the  Indemnitee  in  the conduct of the defense of such claim.
After notice from the Corporation to the Indemnitee of its election so to assume
such  defense,  the  Corporation  shall  not be liable to the Indemnitee for any
legal  or  other  expenses subsequently incurred by the Indemnitee in connection
with  such  claim,  other  than  as provided in this Section C.1. The Indemnitee
shall  have  the right to employ the Indemnitee's own counsel in connection with
such claim, but the fees and expenses of such counsel incurred after notice from
the Corporation of its assumption of the defense thereof shall be at the expense
of  the  Indemnitee  unless  (A) the employment of counsel by the Indemnitee has
been authorized by the Corporation, (B) counsel to the Indemnitee has reasonably
concluded  that  there  may  be  a  conflict  of  interest  or  position  on any
significant  issue  between the Corporation and the Indemnitee in the conduct of
the  defense  of  such  action  or  (C) the Corporation has not in fact employed
counsel  to  assume  the defense of such action, in each of which cases the fees
and  expenses  of  counsel  for  the  Indemnitee  shall be at the expense of the
Corporation  except  as  otherwise  expressly  provided  by  this Article SIXTH.

     2.  Requests and Payment. In order to obtain indemnification or advancement
         --------------------
of  expenses  pursuant  to this Article SIXTH, an Indemnitee shall submit to the
Corporation  a  written  request  therefor,  which  request  shall  include
documentation  and  information as is reasonably available to the Indemnitee and

<PAGE>

is  reasonably  necessary to determine whether and to what extent the Indemnitee
is  entitled  to  indemnification  or  advancement  of  expenses.  Any  such
indemnification  or  advancement  of expenses shall be made promptly, and in any
event  within sixty days after receipt by the Corporation of the written request
of the Indemnitee, unless with respect to requests under Section A.1, A.2. or B.
of  this  Article  SIXTH,  the  Corporation  determines, by clear and convincing
evidence,  within  such  sixty-day  period, that any Indemnitee did not meet the
applicable standard of conduct set forth in Section A.1. or A.2. of this Article
SIXTH.  Such determination shall be made in each instance by (A) a majority vote
of  the  directors  of the Corporation consisting of persons who are not at that
time  parties  to  the  action,  suit  or proceeding in question ("disinterested
directors"),  even though less than a quorum, (B) a majority vote of a quorum of
the  outstanding  shares  of  capital  stock of all classes entitled to vote for
directors,  which  quorum shall consist of stockholders who are not at that time
parties  to  the  action,  suit,  proceeding  or  investigation in question, (C)
independent legal counsel (who may be regular legal counsel to the Corporation),
or  (D)  a  court  of  competent  jurisdiction.

     3.  Remedies.  The right of an Indemnitee to indemnification or advancement
         --------
of  expenses  pursuant  to  this  Article  SIXTH  shall  be  enforceable  by the
Indemnitee  in any court of competent jurisdiction if the Corporation denies, in
whole  or  in  part, a request of an Indemnitee in accordance with the preceding
Paragraph  2.  or  if no disposition thereof is made within the sixty-day period
referred  to in the preceding Paragraph 2. Unless otherwise provided by law, the
burden  of  proving  that  an  Indemnitee  is not entitled to indemnification or
advancement  of  expenses  pursuant  to  this  Article  SIXTH  shall  be  on the
Corporation. Neither the failure of the Corporation to have made a determination
prior  to  the commencement of such action that indemnification is proper in the
circumstances because the Indemnitee has met any applicable standard of conduct,
nor an actual determination by the Corporation pursuant to the preceding Section
C.2.  that the Indemnitee has not met such applicable standard of conduct, shall
be  a  defense to the action or create a presumption that the Indemnitee has not
met  the  applicable  standard  of conduct. The Indemnitee's expenses (including
attorneys'  fees)  incurred  in  connection  with  successfully establishing the
Indemnitee's  right  to  indemnification,  in  whole  or  in  part,  in any such
proceeding  shall  also  be  indemnified  by  the  Corporation.

D.     RIGHTS  NOT  EXCLUSIVE.
       ----------------------

     The  right  of an Indemnitee to indemnification and advancement of expenses
pursuant to this Article SIXTH shall not be deemed exclusive of any other rights
to  which  the  Indemnitee  may be entitled under any law (common or statutory),
agreement,  vote  of stockholders or disinterested directors, or otherwise, both
as to action in the Indemnitee's official capacity and as to action in any other
capacity  while  holding office for the Corporation, and shall continue as to an
Indemnitee  who  has  ceased  to serve in the capacity with respect to which the
Indemnitee's  right  to  indemnification or advancement of expenses accrued, and
shall inure to the benefit of the estate, heirs, executors and administrators of
the  Indemnitee.  Nothing  contained  in  this  Article SIXTH shall be deemed to
prohibit,  and  the  Corporation  is  specifically  authorized  to  enter  into,
agreements  with  officers  and  directors  providing indemnification rights and
procedures  supplemental  to  those  set  forth  in  this  Article  SIXTH.  The
Corporation  may,  to  the  extent  authorized from time to time by its Board of
Directors,  grant  indemnification  rights  to  other employees or agents of the
Corporation  or  other  persons  serving  the Corporation and such rights may be
equivalent  to,  or greater or less than, those set forth in this Article SIXTH.

<PAGE>

In  addition,  the  Corporation  may  purchase  and  maintain  insurance, at its
expense,  to  protect itself and any director, officer, employee or agent of the
Corporation  or  another  corporation  (including  any partially or wholly owned
subsidiary  of  the  Corporation),  partnership,  joint  venture, trust or other
enterprise  (including any employee benefit plan) against any expense, liability
or  loss  incurred by such a person in any such capacity, or arising out of such
person's  status as such, whether or not the Corporation would have the power to
indemnify  such person against such expense, liability or loss under the General
Corporation  Law  of  the  State  of  Delaware.

E.     SUBSEQUENT  EVENTS.
       ------------------

     1.  Amendments  of  Article  or Law. No amendment, termination or repeal of
         -------------------------------
this  Article SIXTH or of any relevant provisions of the General Corporation Law
of the State of Delaware or any other applicable law shall affect or diminish in
any  way the rights of any Indemnitee to indemnification under the provisions of
this Article SIXTH with respect to any action, suit, proceeding or investigation
arising out of or relating to any actions, transactions or facts occurring prior
to  the  effective date of such amendment, termination or repeal. If the General
Corporation  Law  of  the  State  of  Delaware is amended after adoption of this
Article SIXTH to expand further the indemnification permitted to any Indemnitee,
then  the  Corporation  shall  indemnify  the  Indemnitee  to the fullest extent
permitted  by  the  General  Corporation  Law  of  the  State of Delaware, as so
amended,  without  the  need for any further action with respect to this Article
SIXTH.

     2.  Merger  or  Consolidation.  If  the  Corporation  is  merged  into  or
         -------------------------
consolidated  with  another corporation and the Corporation is not the surviving
corporation,  the  surviving  corporation  shall  assume  the obligations of the
Corporation  under  this  Article  SIXTH  with  respect  to  any  action,  suit,
proceeding  or  investigation  arising  out  of  or  relating  to  any  actions,
transactions  or  factors  occurring  prior  to  the  date  of  such  merger  or
consolidation.

F.     INVALIDATION.
       ------------

     If  any or all of the provisions of this Article SIXTH shall be invalidated
on any ground by any court of competent jurisdiction, then the Corporation shall
nevertheless  indemnify each Indemnitee as to any expenses (including attorneys'
fees),  judgments,  fines  and amounts paid in settlement in connection with any
action,  suit,  proceeding  or  investigation,  whether  civil,  criminal  or
administrative,  including  an  action by or in the right of the Corporation, to
the  fullest  extent permitted by any applicable provision of this Article SIXTH
that  shall not have been invalidated and to the fullest extent permitted by the
General  Corporation  Law  of the State of Delaware or any other applicable law.

G.     DEFINITIONS.
       -----------

     Unless  defined  elsewhere  in  this  Amended  and  Restated Certificate of
Incorporation, any term used in this Article SIXTH and defined in Section 145(h)
or  (i)  of  the General Corporation Law of the State of Delaware shall have the
meaning  ascribed  to  such  term  in  such  Section.

<PAGE>

SEVENTH:  Whenever  a  compromise  or  arrangement  is  proposed  between  this
--------
Corporation  and  its  creditors  or  any  class  of  them  and/or  between this
Corporation  and  its  stockholders or any class of them, any court of equitable
jurisdiction  within  the State of Delaware may, on the application in a summary
way  of  this  Corporation  or  of any creditor or stockholder thereof or on the
application  of  any  receiver or receivers appointed for this Corporation under
the  provisions  of  Section  291  of  Title  8  of  the Delaware Code or on the
application of trustees in dissolution or of any receiver or receivers appointed
for  this  Corporation  under  the  provisions  of Section 279 of Title 8 of the
Delaware  Code order a meeting of the creditors or class of creditors, and/or of
the  stockholders  or class of stockholders of this Corporation, as the case may
be,  to  be  summoned in such manner as the said court directs. If a majority in
number  representing  three-fourths  in  value  of  the  creditors  or  class of
creditors,  and/or  of  the  stockholders  or  class  of  stockholders  of  this
Corporation,  as  the case may be, agree to any compromise or arrangement and to
any  reorganization  of  this Corporation as a consequence of such compromise or
arrangement,  the  said  compromise  or  arrangement and the said reorganization
shall,  if  sanctioned by the court to which the said application has been made;
be  binding  on  all  the  creditors  or  class  of creditors, and/or on all the
stockholders  or  class of stockholders, of this Corporation, as the case may be
and  also  on  this  Corporation.

EIGHTH:  No  director  of  the  Corporation  shall  be  personally liable to the
------
Corporation  or  to  any of its stockholders for monetary damages arising out of
such  director's  breach  of  fiduciary  duty  as a director of the Corporation,
except to the extent that the elimination or limitation of such liability is not
permitted  by  the General Corporation Law of the State of Delaware, as the same
exists  or  may  hereafter be amended. No amendment to or repeal of this ARTICLE
EIGHTH  shall  apply to or have any effect on the liability or alleged liability
of  any director of the Corporation for or with respect to any acts or omissions
of  the  director  occurring  prior  to  such  amendment  or  repeal.

NINTH:  The Corporation reserves the right to amend, alter, change or repeal any
-----
provision  contained  in  this Certificate of Incorporation in the manner now or
hereafter  prescribed  by statute and this Certificate of Incorporation, and all
rights  conferred  upon  stockholders  herein  are  granted  subject  to  this
reservation.  Notwithstanding  the  foregoing,  any other provision of law, this
Certificate of Incorporation or the By-Laws, and notwithstanding the fact that a
lesser  percentage  may be specified by law, the affirmative vote of the holders
of  at  least  seventy-five  percent (75%) of the shares of capital stock of the
corporation  issued  and  outstanding  and entitled to vote shall be required to
amend  or  repeal, or to adopt any provision inconsistent with, Article FIFTH or
Article  NINTH  of  this  Certificate  of  Incorporation.

     IN  WITNESS WHEREOF, the undersigned has executed, signed, and acknowledged
this  Amended  and  Restated  Certificate  of  Incorporation  this  11th  day of
November,  1999.


                                /s/  Kevin  High
                                ----------------
                                Name:  Kevin  High
                                Title:  President


ATTEST:

/s/  Krista  Michael
--------------------------
Name:  Krista  Michael
Title:  Secretary

<PAGE>

