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<SEC-DOCUMENT>0001214782-06-000096.txt : 20060608
<SEC-HEADER>0001214782-06-000096.hdr.sgml : 20060608
<ACCEPTANCE-DATETIME>20060608172618
ACCESSION NUMBER:		0001214782-06-000096
CONFORMED SUBMISSION TYPE:	SB-2/A
PUBLIC DOCUMENT COUNT:		16
FILED AS OF DATE:		20060608
DATE AS OF CHANGE:		20060608

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			CYTATION CORP
		CENTRAL INDEX KEY:			0000095047
		STANDARD INDUSTRIAL CLASSIFICATION:	MOBILE HOMES [2451]
		IRS NUMBER:				160961436
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		SB-2/A
		SEC ACT:		1933 Act
		SEC FILE NUMBER:	333-133377
		FILM NUMBER:		06894793

	BUSINESS ADDRESS:	
		STREET 1:		4902 EISENHOWER BLVD.
		STREET 2:		SUITE 185
		CITY:			TAMPA
		STATE:			FL
		ZIP:			33634
		BUSINESS PHONE:		813-885-5998

	MAIL ADDRESS:	
		STREET 1:		4902 EISENHOWER BLVD.
		STREET 2:		SUITE 185
		CITY:			TAMPA
		STATE:			FL
		ZIP:			33634

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	COLLEGELINK COM INCORP
		DATE OF NAME CHANGE:	19991122

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	CYTATION COM INC
		DATE OF NAME CHANGE:	19990318

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	STYLEX HOMES INC
		DATE OF NAME CHANGE:	19920703
</SEC-HEADER>
<DOCUMENT>
<TYPE>SB-2/A
<SEQUENCE>1
<FILENAME>cytationsb2-a.txt
<DESCRIPTION>CYTATION CORPORATION FORM SB-2/A
<TEXT>
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                              _____________________

                                  FORM SB-2/A

                                Amendment No. 1

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                              _____________________

                              CYTATION CORPORATION
                       (Name of Registrant in its charter)
                              _____________________

          DELAWARE                     2451                16-0961436
      (State or other           (Primary Standard      (I.R.S. Employer
      jurisdiction of             Industrial Code    Identification Number)
      incorporation or               Number)
       organization)


      4902 EISENHOWER BLVD., SUITE 185     4902 EISENHOWER BLVD., SUITE 185
          TAMPA, FLORIDA 33634                   TAMPA, FLORIDA 33634
   (813) 885-5998 - FAX (727) 381-3904     (813) 885-5998 - FAX (727) 381-3904
    (Address and telephone number of              (Address of principal
       principal executive offices)                place of business)

                               CHARLES G. MASTERS
                              CYTATION CORPORATION
                        4902 EISENHOWER BLVD., SUITE 185
                              TAMPA, FLORIDA 33634
                       (813) 885-5998 - FAX (727) 381-3904
            (Name, address and telephone number of agent for service)

                                   Copies to:

                              BRENT A. JONES, ESQ.
                                BUSH ROSS, P.A.
                             220 S. FRANKLIN STREET
                              TAMPA, FLORIDA 33602
                      (813) 224-9255 - FAX (813) 223-9620

        APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
   From time to time after the effective date of this registration statement.

If this Form is filed to register additional securities for an offering pursuant
to  Rule  462(b)  under the Securities Act, check the following box and list the
Securities  Act  registration  statement  number  of  the  earlier  effective
registration  statement  for  the  same  offering. [ ]

If  this  Form is a post-effective amendment filed pursuant to Rule 462(c) under
the  Securities  Act,  check  the  following  box  and  list  the Securities Act
registration  statement  number  of the earlier effective registration statement
for  the  same  offering. [ ]

If  this  Form is a post-effective amendment filed pursuant to Rule 462(d) under
the  Securities  Act,  check  the  following  box  and  list  the Securities Act
registration  statement  number  of the earlier effective registration statement
for  the  same  offering. [ ]

<PAGE>

If delivery of the prospectus is expected to be made pursuant to Rule 434, check
the following box. [ ]

<TABLE>
<CAPTION>
                              CALCULATION OF REGISTRATION FEE

TITLE OF EACH CLASS OF                  AMOUNT TO         PROPOSED         PROPOSED        AMOUNT OF
SECURITIES TO BE REGISTERED           BE REGISTERED       MAXIMUM           MAXIMUM      REGISTRATION
                                                       OFFERING PRICE      AGGREGATE          FEE
                                                        PER SECURITY    OFFERING PRICE
                                                            (1)
<S>                                       <C>               <C>               <C>              <C>
Common Stock, $0.001 par value (2)     9,941,627(7)  $          2.83   $ 28,085,096.28  $    3,005.11
Common Stock, $0.001 par value (3)     4,945,100(7)  $          2.83   $ 13,969,907.50  $    1,494.78
Common Stock, $0.001 par value (4)    2,675,000 (7)  $          2.83   $  7,556,875.00  $      808.59
Common Stock, $0.001 par value (5)       880,540(7)  $          2.83   $  2,487,525.50  $      266.17
Common Stock, $0.001 par value (6)    22,163,153(7)  $          2.83   $ 62,639,157.23  $    6,699.37
Common Stock, $0.001 par value (8)       776,343(7)  $          2.83   $  2,193,168.98  $      234.67

Common Stock, $0.001 par value (9)     2,087,742(7)  $          2.83   $  5,897,871.15  $      631.07
Common Stock, $0.001 par value(10)        37,338(7)  $          2.83   $    105,479.85  $       11.29

Total Registration Fee                                                                  $   13,151.03


<FN>
(1)  Pursuant  to  Rule  457(c)  of  the Securities Act of 1933, as amended, the
     offering  price is based on the average of the closing bid and ask price of
     one  share  of Common Stock, as reported on the OTC Bulletin Board on April
     13,  2006,  and  has been established solely for the purpose of calculating
     the  registration  fee. The amount of Common Stock registered shall also be
     deemed,  pursuant to Rule 416 under the Securities Act of 1933, as amended,
     to  include  additional  shares issuable as a result of stock splits, stock
     dividends or similar transactions.

(2)  Represents  common  stock  reserved  for  issuance  by  the registrant with
     respect  to  the  prospective  conversion  of  745,622  shares  of Series A

     Convertible  Preferred Stock issued as of June 6, 2006 at the election of

     the holder of the Series A Preferred Stock.

(3)  Represents  common  stock  reserved  for  issuance  by  the registrant with
     respect  to  the  prospective  conversion  of  49,451  shares  of  Series B

     Convertible  Preferred  Stock issued as of June 6, 2006 upon the increase

     in authorized common stock at the proposed shareholders meeting.

(4)  Represents  common  stock  reserved  for  issuance  by  the registrant with
     respect  to  the  prospective  conversion  of  26,750  shares  of  Series C

     Convertible Preferred Stock issued as of June 6, 2006, at the election of

     the holders of the Series C Preferred Stock.

(5)  Represents  common  stock  reserved  for  issuance  by  the registrant with
     respect  to  the  prospective  conversion  of  132,081  shares  of Series D

     Convertible  Preferred Stock issued as of June 6, 2006, upon the increase


     in authorized common stock at the proposed shareholders meeting.

(6)  Amount  represents,  in  the  aggregate,  9,941,641  warrant  shares
     underlying  Series A Warrants; 4,970,827 warrant shares underlying Series B
     Warrants;  2,000,000 warrant shares underlying Series C Warrants; 2,000,000
     warrant  shares  underlying  Series  D  Warrants;  880,540  warrant  shares
     underlying Series E Warrants; 899,162 warrant shares underlying Series BD-1
     Warrants;  899,162  warrant shares underlying Series BD-2 Warrants; 449,581
     warrant  shares  underlying  Series  BD-3  Warrants;  61,120 warrant shares
     underlying  Series  BD-4  Warrants;  and  61,120  warrant shares underlying
     Series BD-5 Warrants.

(7)  Pursuant  to  SEC  Rule  416(a),  also covers additional common shares that
     may  be  offered  to  prevent  dilution  as a result of stock splits, stock
     dividends or similar transactions relating to these shares.

<PAGE>

(8)  Represents  a  pool  of  common  stock  reserved  for  issuance  by  the
     registrant  with  respect  to the prospective issuance of common stock as a
     dividend  payable  in  kind  in  satisfaction  of dividends that may accrue
     during  the  next  twelve  (24)  months  after January 18, 2006 on Series A
     Convertible  Preferred  Stock.  The number of shares set aside for the pool
     was  estimated  based  upon  a  the  market price set at the average of the
     closing  price  of  Cytation  Corporation  common  stock  quoted on the OTC
     Bulletin Board over the last five months of 2005.

(9)  Represents  common  stock  reserved  for  issuance  by  the registrant with
     respect  to  the  prospective  issuance  of  common stock purchase warrants
     incurred  as  a  penalty  by  the  Company for its failure to file and have
     declared  effective  the  SB-2  Registration Statement within the specified
     time  requirements  set  forth  in  the Securities Purchase Agreement. This
     amount  reflects  the maximum amount of common stock purchase warrants that
     may be incurred as a penalty.


(10) Represents issued and outstanding common stock held by selling shareholders
     Sequence  Advisors  Corp.  and  Allison  Investment  Corp.


</TABLE>

     THE  REGISTRANT  HEREBY  AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE  A  FURTHER  AMENDMENT  WHICH  SPECIFICALLY  STATES  THAT THIS REGISTRATION
STATEMENT  SHALL  THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE  SECURITIES  ACT  OF  1933  OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE  ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY  DETERMINE, UPON REQUEST OF THE REGISTRANT.


      PRELIMINARY PROSPECTUS (SUBJECT TO COMPLETION), DATED JUNE 7, 2006


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

                                43,506,843 SHARES

                              Cytation Corporation

                                  COMMON STOCK
                          ---------------------------

This  prospectus  relates  to  the  issuance  of common stock upon conversion of
outstanding  convertible  preferred  stock,  the  issuance  of common stock upon
exercise  of  outstanding common stock purchase warrants, and the offer and sale
by  some  of  our  shareholders  during  the  period  in  which the registration

statement  containing this prospectus is effective of up to 43,506,843 shares of

common  stock,  consisting  of:

- -    9,941,627  shares  of  common  stock  reserved  for  issuance  by  the
     registrant  with respect to the prospective conversion of 745,622 shares of

     Series  A  Convertible  Preferred  Stock issued as of June 6, 2006 at the

     election of the holder of the Series A Preferred Stock;

- -    4,945,100  shares  of  common  stock  reserved  for  issuance  by  the
     registrant  with  respect to the prospective conversion of 49,451 shares of

     Series  B  Convertible Preferred Stock issued as of June 6, 2006 upon the

     increase in authorized common stock at the proposed shareholders meeting;

- -    2,675,000 shares  of  common  stock  reserved  for  issuance  by  the
     registrant  with  respect to the prospective conversion of 26,750 shares of

     Series  C  Convertible  Preferred Stock issued as of June 6, 2006, at the

     election of the holders of the Series C Preferred Stock;

<PAGE>

- -    880,540  shares  of  common  stock  reserved for issuance by the registrant
     with  respect  to  the prospective conversion of 132,081 shares of Series D

     Convertible  Preferred Stock issued as of June 6, 2006, upon the increase

     in authorized common stock at the proposed shareholders meeting;

- -    22,163,153  shares  of  common  stock  issuable  upon  the  exercise  of
     9,941,641  warrant  shares  underlying Series A Warrants; 4,970,827 warrant
     shares  underlying  Series  B Warrants; 2,000,000 warrant shares underlying
     Series  C  Warrants; 2,000,000 warrant shares underlying Series D Warrants;
     880,540 warrant shares underlying Series E Warrants; 899,162 warrant shares
     underlying  Series  BD-1 Warrants; 899,162 warrant shares underlying Series
     BD-2  Warrants;  449,581  warrant  shares  underlying Series BD-3 Warrants;
     61,120  warrant  shares underlying Series BD-4 Warrants; and 61,120 warrant
     shares underlying Series BD-5 Warrants;

- -    776,343  common  shares  part  of  a  pool  of  common  stock  reserved for
     issuance  by  the  registrant  with  respect to the prospective issuance of
     common  stock  as  a  dividend payable in kind in satisfaction of dividends
     that  may  accrue during the next twenty-four (24) months after January 18,
     2006  on  the  issued and outstanding Series A Convertible Preferred Stock.
     The  number of shares set aside for the pool was estimated based upon a the
     market  price  set  at  the  average  of  the  closing  price  of  Cytation
     Corporation  common  stock  quoted  on the OTC Bulletin Board over the last
     five months of 2005;


- -    2,087,742  common  shares  reserved  for  issuance  by  the registrant with

     respect  to  the  prospective  issuance  of  common stock purchase warrants
     incurred  as  a  penalty  by  the  Company for its failure to file and have
     declared  effective  the  SB-2  Registration Statement within the specified
     time  requirements  set  forth  in  the Securities Purchase Agreement. This
     amount  reflects  the maximum amount of common stock purchase warrants that
     may be incurred as a penalty.


- -    37,338 issued  and outstanding  common  stock  held by selling shareholders
     Sequence  Advisors  Corp.  and  Allison  Investment  Corp.


This  offering  is not being underwritten.  The common shares offered under this
prospectus  may  be  sold  by  the selling shareholders on the public market, in
negotiated  transactions  with  a  broker-dealer or market maker as principal or
agent, or in privately negotiated transactions not involving a broker or dealer.
We  will  not  receive  any of the proceeds from the sale of these shares by the
selling stockholders. However, we will receive proceeds from the exercise of the
warrants  if  they  are  exercised  by  the  selling  stockholders.  See "Use of
Proceeds."  Our  common  shares  are  currently quoted on the OTC Bulletin Board
(OTCBB)  under  the symbol "CYON."  The OTCBB is a regulated provider of pricing
and  financial  information  for  the  over-the-counter (OTC) securities market.
Please  read  this  prospectus  carefully.  It  describes our company, finances,
products  and  services.  Federal  and  state  securities  laws  require that we
include  in  this prospectus all the important information that you will need to
make  an  investment  decision.
                                     ______

     AN INVESTMENT IN THE COMMON SHARES OFFERED FOR SALE UNDER THIS PROSPECTUS
 INVOLVES A HIGH DEGREE OF RISK. YOU SHOULD PURCHASE OUR SECURITIES ONLY IF YOU
                    CAN AFFORD LOSING YOUR ENTIRE INVESTMENT.
           SEE "RISK FACTORS" BEGINNING ON PAGE 10 OF THIS PROSPECTUS.
                                     ______

    NEITHER THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE
  SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THE COMMON SHARES OFFERED
                      FOR SALE UNDER THIS PROSPECTUS OR THE
  MERITS OF THAT OFFERING, OR HAS DETERMINED THAT THIS PROSPECTUS IS TRUTHFUL OR
                                    COMPLETE.
            ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
                                     ______


                  The date of this Prospectus is June 7, 2006


<PAGE>

                               TABLE OF CONTENTS
                                                                         PAGE
                                                                      ----------

Prospectus Summary                                                         6

Risk Factors                                                              10

Use of Proceeds                                                           18

Determination of Offering Price                                           18

Dilution                                                                  18

Selling Security Holders                                                  18

Plan of Distribution                                                      30

Legal Proceedings                                                         35

Directors, Executive Officers, Promoters and Control Persons              35

Certain Relationships and Related Transactions                            39

Corporate Governance                                                      40

Executive Compensation                                                    43

Security Ownership of Certain Beneficial Owners and Management            46

Description of Securities                                                 53

Market for Common Equity and Related Stockholder Matters                  60

Interest of Named Experts and Counsel                                     61

Disclosure of Commission Position on Indemnification for
Securities Act Liabilities                                                62

Organization Within Last Five Years                                       62

Description of Business                                                   62

Management's Discussion and Analysis or Plan of Operation                 72

Description of Property                                                   83

Financial Statements                                                   84 - 137

PART II.  INFORMATION NOT REQUIRED IN THE PROSPECTUS

Indemnification of Directors and Officers                                138

Other Expenses of Issuance and Distribution                              138

Recent Sales of Unregistered Securities                                  139

Exhibits                                                                 142

Undertakings                                                             143

Signatures                                                               144

<PAGE>

             4902 EISENHOWER BLVD., SUITE 185, TAMPA, FLORIDA 33634
                      (813) 885-5998 - FAX  (727) 381-3904

     We  have  not  authorized  anyone to provide you with information different
from that contained in this prospectus. The selling stockholders are offering to
sell,  and  seeking  offers  to  buy,  shares  of  our  common  stock  only  in
jurisdictions where offers and sales are permitted. The information contained in
this  prospectus  is accurate only as of the date of this prospectus, regardless
of  the  time  of  delivery  of  this prospectus or of any sale of common stock.

     THE  INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED.  WE
HAVE  FILED  A  REGISTRATION  STATEMENT  CONTAINING  THIS  PROSPECTUS  WITH  THE
SECURITIES  AND  EXCHANGE  COMMISSION.  THE  COMMON STOCK OFFERED FOR SALE UNDER
THIS  PROSPECTUS  MAY  NOT  BE  OFFERED FOR SALE OR SOLD UNTIL THAT REGISTRATION
STATEMENT IS DECLARED EFFECTIVE BY THE SECURITIES AND EXCHANGE COMMISSION.  THIS
PROSPECTUS  IS  NOT  AN  OFFER TO SELL THE COMMON SHARES-AND DOES NOT SOLICIT AN
OFFER TO PURCHASE THE COMMON SHARES-IN ANY JURISDICTION WHERE THIS OFFER OR SALE
IS  NOT  OTHERWISE  PERMITTED.

                               PROSPECTUS SUMMARY

     This  summary  highlights  important  information  about  our  company  and
business.  Because  it  is  a summary, it may not contain all of the information
that  is  important  to you.  To understand this offering fully, you should read
this  entire  prospectus and the financial statements and related notes included
in  this  prospectus  carefully,  and,  in  particular,  that  section  of  this
prospectus  captioned  "Risk  Factors."  Unless  the context requires otherwise,
"company,"  "registrant,"  "we,"  "us,"  and  "our"  and  similar terms refer to
Cytation  Corporation, "DVA" refers to Deer Valley Acquisitions Corp., and "Deer
Valley"  refers  to  Deer  Valley  Homebuilders,  Inc.

PRIVATE  PLACEMENT

     This  prospectus is part of a registration statement registering for resale
the  shares  issued  or  issuable  under  the  transactions  described  below.

     Recently,  Cytation  Corporation  completed a series of transactions exempt
from  the  registration  requirements of the Securities Act of 1933, as amended,
pursuant  to  Section  4(2)  of  the Act for transactions not involving a public
offering  and  Rule 506 promulgated by the United States Securities and Exchange
Commission  under the Securities Act of 1933, as amended.  As of April 12, 2006,
the Company has closed on a private placement of approximately 745,622 shares of
Series  A  Preferred  Stock.  Pursuant  to  the  Securities  Purchase  and Share
Exchange  Agreement,  dated  as  of January 18, 2006, the Company (a) issued and
sold  to  the  Purchasers,  and  the  Purchasers purchased from the Company, (a)
Series  A  Preferred Stock, (b) Series A Common Stock Purchase Warrants, and (c)
Series  B Common Stock Purchase Warrants.  Also on January 18, 2006, the Company
completed  a  share  exchange pursuant to which the Company acquired 100% of the
issued  and  outstanding  capital  stock  of  Deer  Valley  Acquisitions,  Corp.
Pursuant to the Share Exchange Agreement, in exchange for 100% of the issued and
outstanding  common stock of Deer Valley Acquisitions, Corp., the Company issued
the following securities to the shareholders of Deer Valley Acquisitions, Corp.:
(a)  Series  B  Preferred Stock, (b)  Series C Preferred Stock, and (c) Series C
Common  Stock  Purchase  Warrants.

                                        6
<PAGE>

     As  of  April  17,  2006,  the Company has closed on a private placement of
approximately  132,081  shares  of Series D Preferred Stock.  In connection with
this  issuance,  the  Company  has  also  issued  Series E Common Stock Purchase
Warrants  to  the  purchasers  of  the  Series  D  Preferred  Stock.

     Midtown  Partners  &  Co.,  LLC  ("Midtown  Partners"),  an  SEC  and  NASD
registered  broker  dealer,  acted  as  the  placement  agent for the Company in
connection with the Series A Preferred Stock Offering and the Series D Preferred
Stock  Offering.  In  connection with the Series A Preferred Stock Offering, the
Company  paid  Midtown Partners a cash commission and issued to Midtown Partners
(a)  Series  BD-1  Common  Stock Purchase Warrants, (b) Series BD-2 Common Stock
Purchase  Warrants,  and  (c)  Series  BD-3  Common Stock Purchase Warrants.  In
connection  with the Series D Preferred Stock Offering, the Company paid Midtown
Partners a cash commission and issued to Midtown Partners (a) Series BD-4 Common
Stock  Purchase  Warrants  and  (b)  Series BD-5 Common Stock Purchase Warrants.

THE  COMPANY  AND  BUSINESS

     Cytation  Corporation  was  incorporated  under  the  laws  of  Delaware on
November  1,  1999. Until June 20, 2001, the Company provided an extensive range
of  in-school  and  online  services  directed at high school students and their
parents,  high  school  counselors, college admissions officers and corporations
which  target  with the teen marketplace. On June 20, 2001, the Company sold all
of  its  assets  associated  with  these  activities  to  TMP Worldwide Inc. for
approximately $7.2 million in cash and debt assumed.

     During  the period commencing with the fourth quarter of 2002 and ending in
December  2004,  the Company engaged in the business of providing consulting and
related  services  to  private companies that wish to become reporting companies
under  the  Securities  Exchange  Act of 1934. In the first quarter of 2005, the
Company  discontinued  all  business  operations  except  finding an appropriate
private  entity  with  which  it  could  engage  in  a reverse merger or similar
transaction.  On  January  18,  2006,  the  Company  entered into the Securities
Purchase  and  Share  Exchange  Agreement,  which  resulted  in  the  Company's
acquisition of Deer Valley.

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

     Deer  Valley is an Alabama corporation with its business offices located at
205  Carriage  Street,  P.O.  Box 310, Guin, Alabama 33563 and is engaged in the
production,  sale  and  marketing of manufactured homes, primarily multi-section
homes,  in  the  southeastern and south central U.S. housing market.  Throughout
this  prospectus,  the  terms  "multi-section"  and  "multi-floor"  are  used
interchangeably.  Both  terms refer to a house which is constructed by attaching
two  or more factory produced "floors" or "sections" together to form a complete
structure.  Each home that we manufacture is built and constructed in accordance
with the federal Manufactured Home Construction and Safety Standards promulgated
by  the  U.S.  Department  of Housing and Urban Development, better known as the
"HUD  Code."

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

                                        7
<PAGE>


     As  of  June 6,  2006,  we had issued and outstanding 1,000,000 shares of

common  stock,  745,622  shares  of Series A Convertible Preferred Stock, 49,451
shares  of  Series  B  Convertible  Preferred  Stock,  26,750 shares of Series C
Convertible  Preferred  Stock,  132,081 shares of Series D Convertible Preferred
Stock,  and  common share purchase options and warrants entitling the holders to
purchase  up  to  22,163,153  common  shares.

     The  Company  has filed a Preliminary Information Statement on Schedule 14C
(the  "Information  Statement")  with  the United States Securities and Exchange
Commission  (the  "SEC").  In  the  Information Statement, the Company discloses
that  shareholders  holding  in  excess  of  fifty  percent  (50%) of all shares
entitled  to vote have indicated that they will vote FOR the following proposals
at a special meeting of the shareholders which the Company intends to hold on or
about  May15,  2006,  pending  approval  by  the  SEC:

          FOR  the  election  of  each  of  Hans  Beyer, John Giordano, and Dale
     Phillips  to  serve  as  directors  of  Cytation Corporation until the next
     annual meeting of shareholders in the years in which their terms expire and
     until  their  successors  are  duly  elected  and qualified, or until their
     earlier resignation, removal from office, or death;

          FOR  amending  the  Company's Certificate of Incorporation to increase
     the  authorized  preferred  stock, par value $.01 per share, of the Company

     from 1,140,000 shares to 10,000,000 shares;


          FOR  amending  the  Company's Certificate of Incorporation to increase
     the authorized common stock, par value $.001 per share, of the Company from
     2,000,000 shares to 100,000,000 shares of common stock;

          FOR  amending  the  Certificate of Incorporation to change the name of
     the Company to Deer Valley Corporation; and

          FOR approving a merger with a Florida corporation, solely for purposes
     of establishing the Company's domicile in Florida.

     In  connection  with the special meeting, shareholders holding in excess of
fifty  percent  (50%)  of  all  shares  entitled  to  vote  and  the  consent of
shareholders  holding  at  least  fifty  percent (50%) of the Series A Preferred
Stock,  via  a  limited, irrevocable power of attorney and proxy, have indicated
their  intent  to  approve  each  the  above  reference  proposals.  Please  see
"Description  of  Securities"  and "Directors, Executive Officers, Promoters and
Control  Persons"  below  for  a  fuller  description  of  the  proxy.

     Our  corporate  offices  are  located  at 4902 Eisenhower Blvd., Suite 185,
Tampa,  Florida  33634.  Our  telephone  number  is  (813)  885-5998.

THE  OFFERING

This  prospectus  relates  to  the  issuance  of common stock upon conversion of
outstanding  convertible  preferred  stock,  the  issuance  of common stock upon
exercise  of  outstanding common stock purchase warrants, and the offer and sale
by  some  of  our  shareholders  during  the  period  in  which the registration

statement  containing this prospectus is effective of up to 43,506,843 shares of

common  stock,  consisting  of:

     -    9,941,627  shares  of  common  stock  reserved  for  issuance  by  the
          registrant  with  respect  to  the  prospective  conversion of 745,622

          shares  of  Series  A Convertible Preferred Stock issued as of June 6,

          2006  at  the  election of the holder of the Series A Preferred Stock;

     -    4,945,100  shares  of  common  stock  reserved  for  issuance  by  the
          registrant with respect to the prospective conversion of 49,451 shares

          of Series B Convertible Preferred Stock issued as of June 6, 2006 upon

          the  increase  in authorized common stock at the proposed shareholders
          meeting;

     -    2,675,000 shares  of  common  stock  reserved  for  issuance  by  the
          registrant with respect to the prospective conversion of 26,750 shares

          of  Series C Convertible Preferred Stock issued as of June 6, 2006, at

          the  election  of  the  holders  of  the  Series  C  Preferred  Stock;

                                        8
<PAGE>

     -    880,540  shares  of  common  stock  reserved  for  issuance  by  the
          registrant  with  respect  to  the  prospective  conversion of 132,081

          shares  of  Series  D Convertible Preferred Stock issued as of June 6,
          2006  upon  the  increase  in  authorized common stock at the proposed

          shareholders  meeting;

     -    22,163,153  shares  of  common  stock  issuable  upon  the exercise of
          9,941,641  warrant  shares  underlying  Series  A  Warrants; 4,970,827
          warrant  shares underlying Series B Warrants; 2,000,000 warrant shares
          underlying  Series  C  Warrants;  2,000,000  warrant shares underlying
          Series  D  Warrants;  880,540  warrant  shares  underlying  Series  E
          Warrants;  899,162  warrant  shares  underlying  Series BD-1 Warrants;
          899,162  warrant  shares  underlying  Series  BD-2  Warrants;  449,581
          warrant  shares underlying Series BD-3 Warrants; 61,120 warrant shares
          underlying  Series BD-4 Warrants; and 61,120 warrant shares underlying
          Series BD-5 Warrants;

     -    776,343  common  shares  part  of  a pool of common stock reserved for
          issuance by the registrant with respect to the prospective issuance of
          common  stock  as  a  dividend  payable  in  kind  in  satisfaction of

          dividends  that  may  accrue,  at a rate seven percent (7%) per annum,

          during  the next twenty-four (24) months after January 18, 2006 on the
          issued  and  outstanding  Series  A  Convertible  Preferred Stock. The
          number of shares set aside for the pool was estimated based upon a the
          market  price  set  at  the  average  of the closing price of Cytation
          Corporation  common  stock  quoted  on the OTC Bulletin Board over the

          last  five  months  of  2005.  Please see page 56 of this Registration
          Statement  for  more information of the dividend rate for the Series A
          Convertible  Preferred  Stock.



     -    2,087,742  common  shares  reserved  for  issuance  by  the registrant
          with respect to the prospective issuance of Series A Warrants incurred
          as  a  penalty  by  the  Company  for  its  failure  to  file the SB-2
          Registration  Statement  within  the  specified  time requirements set
          forth  in  the  Investor Rights Agreement dated January 18, 2006 ( the
          "Filing  Penalty") or for the failure of the Registration Statement to
          be  declared  effective within the specified time (the "Effective Date
          Penalty").  This  amount  reflects  the maximum amount of common stock
          purchase  warrants  that  may be incurred as a penalty. - The Series A
          Warrants  issuable  as  a  penalty  are issuable to the investors that
          purchased  the Company's Series A Preferred Stock. As of May 23, 2006,
          Series A Warrants exercisable, in the aggregate, for 298,250 shares of
          Common  Stock  had  accrued  as  a  Filing  Penalty. No Effective Date
          Penalty  had accrued as of May 23, 2006. Please see page 49, under the
          heading  "SERIES A PREFERRED STOCK OFFERING AND DEBT FINANCING", for a
          more  complete  description  of  the  Company's  obligations under the
          Investor  Rights  Agreement.



     -    37,338  issued  and  outstanding  shares  of  common  stock  held  by
          selling  shareholders  Sequence  Advisors Corp. and Allison Investment
          Corp.


     The  common shares offered under this prospectus may be sold by the selling
shareholders  on  the  public  market,  in  negotiated  transactions  with  a
broker-dealer  or market maker as principal or agent, or in privately negotiated
transactions  not  involving  a  broker  or  dealer.  Information  regarding the
selling  shareholders,  the  common  shares they are offering to sell under this
prospectus,  and  the  times  and  manner in which they may offer and sell those
shares  is  provided  in  the  sections  of  this  prospectus captioned "Selling
Shareholders,"  "Registration  Rights" and "Plan of Distribution," respectively.
We  will  not  receive any of the proceeds from those sales.  Should the selling
shareholders,  in  their  discretion,  exercise any of the common share purchase
warrants  or options underlying the common shares offered under this prospectus,
we  would,  however,  receive  the  exercise  price  for  those  warrants.  The
registration  of  common shares pursuant to this prospectus does not necessarily
mean  that any of those shares will ultimately be offered or sold by the selling
shareholders,  or  that any of the common share purchase warrants underlying the
common  shares  offered  under  this  prospectus  will  be  exercised.

                                        9
<PAGE>

                                  RISK FACTORS

     An  investment  in  our common shares involves a high degree of risk and is
subject  to  many  uncertainties.  These  risks  and uncertainties may adversely
affect  our  business,  operating  results  and financial condition.  Additional
risks  which  are  currently  unknown to us or which we currently consider to be

immaterial  may  also  impair  our  business  or  adversely affect our financial
condition or results of operations.  In such an event, the trading price for our
common  shares  could  decline  substantially, and you could lose all or part of
your  investment.  In  order  to  attain  an  appreciation  for  these risks and
uncertainties,  you should read this prospectus in its entirety and consider all
of  the  information and advisements contained in this prospectus, including the
following  risk  factors  and  uncertainties.

RISKS  RELATING  TO  OUR  BUSINESS

RISKS  RELATED  TO  THE  ACQUISITION  OF  DEER  VALLEY

WE  HAVE  A  LIMITED OPERATING HISTORY UPON WHICH YOU CAN EVALUATE OUR BUSINESS.

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

                                       10
<PAGE>

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

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

RISKS RELATED TO OUR BUSINESS

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

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

                                       11
<PAGE>

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

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

     -     the  availability  of  consumer  financing  for  homebuyers;

     -     the  availability  of  wholesale  financing  for  retailers;

     -     consumer  confidence;

     -     interest  rates;

     -     demographic  and  employment  trends;

     -     income  levels;

     -     housing  demand;

     -     general  economic conditions, including inflation and recessions; and

     -     the  availability  of  suitable  home  sites.

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

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

OUR  LIQUIDITY  AND  ABILITY  TO  RAISE  CAPITAL  MAY  BE  LIMITED

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

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

     Financing  for  our  retail  customers could be limited by more restrictive
credit standards and reduced financing by lenders, which could affect our sales.
Our  retail  customers  generally secure financing from third-party lenders, the
availability  of  which,  terms  and  costs  depend  on the lending practices of
financial  institutions,  government policies and economic and other conditions.
Quasi-  government  sponsored agencies such as Fannie Mae and Freddie Mac, which
serve  as  purchasers  of  loans  in  secondary financial markets, have recently
tightened  standards  for  manufactured housing loans that each institution will
purchase.  Lenders  have  also  tightened  credit  underwriting  standards  and

                                       12
<PAGE>

increased  interest rates for loans made to purchase manufactured homes, thereby
reducing  the availability of consumer financing options.  A consumer seeking to
finance  the  purchase  of a manufactured home without land will generally pay a
higher interest rate and have a shorter loan maturity than a consumer seeking to
finance  a  site-built  home.  Most states also classified manufactured homes as
personal  property  rather  than real property for purposes of taxation and lien
perfection  and  financing  for the purchase of manufactured homes is often more
difficult  than  conventional  mortgage financing.  If third-party financing for
manufactured  homes  were to be further restricted or curtailed, we could expect
to  experience  a  material  adverse  effect  on  our  results  of  operations.

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

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

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

     In  accordance with customary business practice in the manufactured housing
industry,  we  have  entered  into  repurchase agreements with various financial
institutions  and  other  credit  sources  who  provide  floor plan financing to
industry  retailers,  which  provide  that  in  the  event  of  a  default by an
independent  retailer  in  its  obligation  to  these credit sources, we will be
obligated to repurchase homes sold to retailers. Under these agreements, we have
agreed  to  repurchase  homes at declining prices over the term of the agreement
(which  in  most cases can be as long as 24 months).  The difference between the
gross  repurchase price and the price at which the repurchased manufactured home
can then be resold, which is typically discounted from the original sales price,
will  be  an  expense  to  us.  If  we are obligated to repurchase a significant
number of manufactured homes in the future, this would increase our costs, which
could  have  a negative effect on our earnings.  While we incurred no repurchase
obligations  in  2005,  we  estimate  that  our  potential obligation under such
repurchase  agreements  is  approximately  $8,043,773  as  of  October  1, 2005.

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

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

     The  manufactured housing industry is highly competitive.  We estimate that
there  are  approximately  100  manufacturers  in  the  U.S. in our industry and
approximately  8,000  retail  sales  centers  that  sell manufactured homes.  We
estimate  that the 10 largest manufacturers account for approximately 80 percent
of  the  sales  in  the  manufactured  housing  market.  Competition at both the
manufacturing  and retail levels is based upon several factors, including price,
product  features,  reputation  for  service  and  quality, retailer promotional
programs  and  the  terms  of  retail customer financing. In addition, our homes
compete  with  repossessed  homes  that  are  offered for sale in our markets. A

                                       13
<PAGE>

number  of our manufacturing competitors also have their own retail distribution
systems  and  consumer  finance  and  insurance operations. The ability to offer
consumer  finance  and  insurance  products may provide some competitors with an
advantage.  In  addition,  we compete against larger competitors that own retail
locations.  Our  products  compete  with  other  forms  of  low to moderate-cost
housing, including new and existing site-built homes, apartments, townhouses and
condominiums.  If  we are unable to compete effectively in this environment, our
sales and wholesale shipments could be reduced. As a result, our growth could be
limited.

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

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

WE  ARE  CONCENTRATED  GEOGRAPHICALLY,  WHICH  COULD  HARM  OUR  BUSINESS

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

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

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

OUR  BUSINESS  DEPENDS  ON  MAINTAINING  GOOD RELATIONSHIPS WITH OUR INDEPENDENT
DEALERS

     We  currently  depend entirely on our independent dealers for substantially
all  retail  sales of our manufactured homes.  We do not have written agreements
with  these dealers, and these arrangements can be terminated by either party at
any  time.  We  have  carefully  evaluated  our  dealer  relationships  in  each
geographic  market.  Our  competitors  also  are  seeking to maintain and expand
their  relationships with quality independent dealers.  While we believe that we
have  excellent relationships with our independent dealers, we cannot assure our
investors  that  we  will be able to maintain these dealer relations, that these
dealers  will  continue  to  market  and sell our manufactured homes, that these
dealers  will  be successful, or that we will be able to attract new dealers and
retain  those  independent  dealers  that  have  successfully  sold  many of our
manufactured  homes.

WE  COULD  INCUR  UNANTICIPATED  COSTS  ARISING  FROM  OUR  WARRANTY OBLIGATIONS

     We  are  subject  to  routine warranty claims in our business.  Although we
maintain  reserves  for such claims, which to date have been adequate, we cannot

                                       14
<PAGE>

grant  any  assurances  that  our warranty expense levels will remain at current
levels  or that such reserves will continue to be adequate.  If we incur a large
number  of  warranty  claims that exceed our current warranty expense levels, we
could  have  a  material  adverse  affect  on  results  of  operations.


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

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

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

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

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

     We are dependent to a significant extent upon the efforts of our management
team,  particularly  Joel  Logan,  President and General Manager of Deer Valley,
Charles  L.  Murphree,  Jr.,  Vice President and Regional Sales Director of Deer
Valley  and John Steven Lawler, Director of Finance of Deer Valley.  The loss of
the  services  of one or more of our executive officers could impair our ability
to  execute  our  business  strategy and have a material adverse effect upon our
business,  financial  condition and results of operations. We currently have key
man  life  insurance,  with  Deer Valley as beneficiary, on the former owners of
Deer  Valley,  including  executive  officers Joel Stephen Logan II, John Steven
Lawler,  and  Charles  Murphree.

OUR  OPERATIONS  AND  SERVICES  WILL  BE  VULNERABLE  TO  NATURAL  DISASTERS,
TELECOMMUNICATIONS  FAILURES  AND  COMPUTER  SERVICE  FAILURES.

     Our  operations and services will be vulnerable to fire, earthquakes, power
loss,  telecommunications  failures,  computer  service  failures,  and  similar
events.  Despite  precautions  taken  by  us,  a  natural  disaster  or  other
unanticipated  problem could cause interruptions in the services that we plan to
provide.  Accordingly,  any  disruption  of our production could have a material
and  adverse  effect  on  our  business,  results  of  operations  and financial
condition.
                                       15
<PAGE>

RISKS RELATED TO AN INVESTMENT IN OUR SECURITIES

WE  HAVE  NO  OPERATING  HISTORY  AS  A  PUBLIC  REPORTING  COMPANY.

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

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

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

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

     We  cannot predict the extent to which an act of public market will develop
for  our  common  stock.  While  we  intend  to seek to apply for listing of our
securities  on  the  Nasdaq National Market or other securities exchanges in the
future, no assurances can be given that we will be able to successfully list our
shares  on  one  of  these  exchanges.   We cannot give you any assurance that a
broader  or more active public trading market for our common shares will develop
or be sustained, or that current trading levels will be sustained.  Due to these
conditions,  we  can  give  you  no assurance that you will be able to sell your
shares  at or near ask prices or at all if you need money or otherwise desire to
liquidate  your  shares.

WE  DO  NOT  EXPECT  TO  PAY  DIVIDENDS  ON  OUR  COMMON  STOCK.

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

VOLATILITY  OF  STOCK  PRICE

     The price of our common stock may fluctuate widely, depending upon a number
of  factors,  many  of  which  are beyond our control. These factors include the
perceived  prospects  of our business and the manufactured housing industry as a
whole;  differences between our actual financial and operating results and those
expected  by  investors  and  analysts;  changes in analysts' recommendations or
projections;  changes  affecting  the availability of financing in the wholesale
and  consumer  lending markets; actions or announcements by competitors; changes
in  the  regulatory  environment  in  which  we  operate; and changes in general
economic  or  market conditions. In addition, stock markets generally experience
significant  price  and  volume volatility from time to time which may adversely
affect  the  market  price  of  our  common  stock  for reasons unrelated to our
performance.
                                       16
<PAGE>

WE  MAY  BE  UNSUCCESSFUL  IN  MANAGING  OUR GROWTH, WHICH COULD PREVENT US FROM
BECOMING  PROFITABLE.

     While  it  may  not be realized, we are planning for significant growth for
the  foreseeable  future.  Our  growth  may  place  a  significant strain on our
management,  financial  and  operating  resources. Failure to manage this growth
effectively  could  have a material adverse affect on our financial condition or
results of operations. Part of our business strategy may be to acquire assets or
other  companies  which  will complement our existing business. We are unable to
predict  whether  or  when  any  material  transaction  will be completed should
negotiations  commence.  If  we  proceed  with  any such transaction, we may not
effectively  integrate the acquired operations with our own operations.  We also
may  seek  to  finance  any  such acquisition by debt financings or issuances of
equity  securities,  and such financing may not be available on acceptable terms
or  at  all.

THE  STEPS  TAKEN  BY  US TO PROTECT OUR PROPRIETARY RIGHTS MAY NOT BE ADEQUATE,
WHICH  COULD  HAVE  A  MATERIAL  ADVERSE  AFFECT  ON  OUR  BUSINESS,  RESULTS OF
OPERATIONS  AND  FINANCIAL  CONDITION.

     We  cannot  give  you any assurance that the measures we rely on to protect
our  intellectual  properties  will  prove to be effective in doing so.  We also
cannot  give  you  any  assurance  that  our  existing  trade  name  will not be
invalidated,  that  any  patents  or trademarks we apply for will be granted, or
that  any  patents  or trademarks will ultimately provide significant commercial
benefits.  Further,  competing  companies may circumvent any patents that we may
hold  in  the  future  by  developing  products which closely emulate but do not
infringe  our  patents.  We  can  give  you no assurance that we will be able to
successfully  defend  our intellectual property rights in any action we may file
for infringement.  Similarly, we can not give you any assurance that we will not
be  required  to  defend against litigation involving the patents or proprietary
rights  of  others, or that we will be able to obtain licenses for these rights.
Legal  and  accounting  costs  relating to prosecuting or defending intellectual
property  litigation  may  be substantial.  We also rely on proprietary designs,
technologies,  processes  and  know-how  not eligible for patent protection.  We
cannot  give  you  any  assurance  that  our  competitors will not independently
develop  the  same  or  superior  designs, technologies, processes and know-how.
While  we  may  enter  into proprietary rights agreements with our employees and
third  parties  giving  us proprietary rights to certain technology developed by
those  employees  or  parties  while  engaged by our company, we can give you no
assurance  that  courts of competent jurisdiction will enforce those agreements.

                           FORWARD-LOOKING STATEMENTS

     In  this  prospectus,  we  make  a  number  of  statements,  referred to as
"forward-looking  statements,"  which are intended to convey our expectations or
predictions  regarding the occurrence of possible future events or the existence
of  trends  and  factors that may impact our future plans and operating results.
These  forward-looking statements are derived, in part, from various assumptions
and  analyses  we  have  made  in  the  context of our current business plan and
information  currently  available  to  us  and  in  light  of our experience and
perceptions  of  historical  trends,  current  conditions  and  expected  future
developments  and  other  factors  we  believe  to  be  appropriate  in  the
circumstances.  You  can  generally  identify forward-looking statements through
words and phrases such as "seek", "anticipate", "believe", "estimate", "expect",
"intend",  "plan",  "budget",  "project",  "may be", "may continue", "may likely
result",  and  similar expressions.  When reading any forward looking statement,
you  should  remain  mindful  that  actual  results  or  developments  may  vary
substantially  from  those expected as expressed in or implied by that statement
for  a  number  of  reasons  or  factors,  such  as  those  relating  to:

     -    the  success  of  our  research  and  development  activities,  the
          development  of  additional products, if any, and the speed with which
          regulatory authorizations and product launches may be achieved;

     -    the pace at which the market for our products develop;

     -    our ability to successfully sell our products;

     -    our  ability  to  attract  the  qualified  personnel to implement
          our growth strategies;

     -    our  ability  to  further  develop  sales,  marketing and distribution
          capabilities;
                                       17
<PAGE>

     -    the accuracy of our estimates and projections;

     -    our ability to fund our short-term and long-term financing needs;

     -    changes in our business plan and corporate strategies; and

     -    other  risks  and  uncertainties  discussed  in  greater detail in the
          sections  of this prospectus, including those captioned "Risk Factors"
          and "Plan of Operation."

Each  forward-looking  statement  should  be  read  in context with, and with an
understanding  of,  the various other disclosures concerning our Company and our
business  made  elsewhere  in  this  prospectus, as well as other public reports
filed  with the SEC.  You should not place undue reliance on any forward-looking
statement  as  a  prediction  of  actual  results  or  developments.  We are not
obligated  to  update  or revise any forward-looking statement contained in this
prospectus  to  reflect  new  events  or  circumstances unless and to the extent
required  by  applicable  law.

                                 USE OF PROCEEDS

     The  shares of common stock offered by this prospectus are being registered
for  the  account  of  the  selling shareholders named in this prospectus.  As a
result,  all  proceeds from the sale of the common stock will be retained by the
selling  shareholders,  and  will  not  be  paid  or  remitted or otherwise made
available  to  our  Company.  We  will, however, incur all costs associated with
this  registration  statement and prospectus.  We will receive proceeds upon the
exercise  of  all  share purchase warrants (assuming all share purchase warrants
are  exercised  prior  to  expiration),  which proceeds will be used for working
capital  and  general  corporate  purposes.

                         DETERMINATION OF OFFERING PRICE
     Not  applicable.

                                    DILUTION
     Not  applicable.

                            SELLING SECURITY HOLDERS

     The  following  table  sets  forth certain information regarding beneficial
ownership  of our Common Stock by the Selling Stockholders as of April 12, 2006.
The  table  further  sets  forth (i) the name of each Selling Stockholder who is
offering  the  resale  of  shares  of Common Stock, (ii) the number of shares of
Common  Stock  that  may be sold in this offering; (iii) the number of shares of
Common  Stock  to  be  beneficially  owned by each Selling Stockholder after the
completion of this offering assuming the sale of all of the shares of the Common
Stock offered by each Selling Stockholder; and (iv) if one (1%) percent or more,
the percentage of outstanding shares of Common Stock to be beneficially owned by
each Selling Stockholder after the completion of this offering assuming the sale
of  all  of the shares of Common Stock offered by each Selling Stockholder.  The
percentage of beneficial ownership reported in the following table is based upon
1,000,000  shares  of our Common Stock which were outstanding on April 17, 2006.
Except  as  noted below, none of the Selling Stockholders have had any position,
office,  or  other  material  relationship with us or any of our predecessors or
affiliates  within  the  past  three  years.

     The  Selling  Stockholders are offering, by this prospectus, as of the date
of  this  prospectus,  as  indicated  in  the  following  table, an aggregate of

43,506,843  shares  of  our  Common  Stock,  as  follows:


                                       18
<PAGE>

     -    9,941,627  shares  of  common  stock  reserved  for  issuance  by  the
          registrant  with  respect  to  the  prospective  conversion of 745,622

          shares  of Series A Convertible Preferred Stock issued as of June 6,

          2006 at the election of the holder of the Series A Preferred Stock;

     -    4,945,100  shares  of  common  stock  reserved  for  issuance  by  the
          registrant with respect to the prospective conversion of 49,451 shares

          of  Series  B  Convertible Preferred Stock issued as of June 6, 2006

          upon  the  increase  in  authorized  common  stock  at  the  proposed
          shareholders meeting;

     -    2,675,000  shares  of  common  stock  reserved  for  issuance  by  the
          registrant with respect to the prospective conversion of 26,750 shares

          of  Series  C Convertible Preferred Stock issued as of June 6, 2006,

          at the election of the holders of the Series C Preferred Stock;

     -    880,540  shares  of  common  stock  reserved  for  issuance  by  the
          registrant  with  respect  to  the  prospective  conversion of 132,081

          shares  of  Series  D Convertible Preferred Stock issued as of June 6,
          2006  upon  the  increase  in  authorized common stock at the proposed

          shareholders  meeting;

     -    An  aggregate  of  22,163,153  shares  of  common  stock issuable upon
          the exercise of 9,941,641 warrant shares underlying Series A Warrants;
          4,970,827  warrant  shares  underlying  Series  B  Warrants; 2,000,000
          warrant  shares underlying Series C Warrants; 2,000,000 warrant shares
          underlying Series D Warrants; 880,540 warrant shares underlying Series
          E  Warrants;  899,162  warrant shares underlying Series BD-1 Warrants;
          899,162  warrant  shares  underlying  Series  BD-2  Warrants;  449,581
          warrant  shares underlying Series BD-3 Warrants; 61,120 warrant shares
          underlying  Series BD-4 Warrants; and 61,120 warrant shares underlying
          Series BD-5 Warrants;


     -    776,343  common  shares  as  a  pool  of  common  stock  reserved  for
          issuance by the registrant with respect to the prospective issuance of
          common  stock  as  a  dividend  payable  in  kind  in  satisfaction of
          dividends  that may accrue, at a rate of seven percent (7%) per annum,
          during  the next twenty-four (24) months after January 18, 2006 on the
          issued  and  outstanding  Series  A  Convertible  Preferred Stock. The
          number of shares set aside for the pool was estimated based upon a the
          market  price  set  at  the  average  of the closing price of Cytation
          Corporation  common  stock  quoted  on the OTC Bulletin Board over the
          last  five  months  of  2005.  Please see page 56 of this Registration
          Statement  for  more information of the dividend rate for the Series A
          Convertible  Preferred  Stock.

                                       19
<PAGE>


     -    2,087,742  common  shares  reserved  for  issuance  by  the registrant
          with  respect to the prospective issuance of Series A Warrant warrants
          incurred  as a penalty by the Company for its failure to file the SB-2
          Registration  Statement  within  the  specified  time requirements set
          forth  in  the  Investor  Rights Agreement dated January 18, 2006 (the
          "Filing  Penalty") or for the failure of the Registration Statement to
          be  declared  effective within the specified time (the "Effective Date
          Penalty").  This  amount  reflects  the maximum amount of common stock
          purchase  warrants  that  may be incurred as a penalty. - The Series A
          Warrants  issuable  as  a  penalty  are issuable to the investors that
          purchased  the Company's Series A Preferred Stock. As of May 23, 2006,
          Series A Warrants exercisable, in the aggregate, for 298,250 shares of
          Common  Stock  had  accrued  as  a  Filing  Penalty. No Effective Date
          Penalty  had accrued as of May 23, 2006. Please see page 49, under the
          heading  "SERIES A PREFERRED STOCK OFFERING AND DEBT FINANCING", for a
          more  complete  description  of  the  Company's  obligations under the
          Investor  Rights  Agreement.



     -    37,338  issued  and  outstanding  shares  of  common  stock  held  by
          selling  shareholders  Sequence  Advisors Corp. and Allison Investment
          Corp.



     Sequence  Advisors  Corp.  acquired  its  securities before the transaction
closing  in  January  2006  to  provide  a  source of funds to be used by former
management to meet post-closing expenses and other obligations and to compensate
former  management  for  its  services  to  the extent funds are unused. Allison
Investment  Corp.  acquired  the  right  to  purchase securities in exchange for
relinquishing  its  exclusive  right  to  locate a merger candidate for Cytation
Corporation.  Subsequently,  Allison  Investment  Corp. exercised that right and
purchased  its  securities  from  the  Company. Please refer to "Recent Sales of
Unregistered  Securities"  on  page 139  of  this  Registration  Statement  for
information  on how holders of Series A, B, C, and D Preferred Stock and holders
of  Series  A,  B, C, D, E, and BD Common Stock Purchase Warrants acquired their
securities.

                                       20
<PAGE>

<TABLE>
<CAPTION>
                                                         TABLE OF SELLING STOCKHOLDERS
                                                         -----------------------------
                                                                                                                  Securities
                                                                                                              Beneficially Owned
                                                                                  Securities Being Offered  By Selling Stockholders
                Securities Owned By Selling Stockholders Prior to Offering         By Selling Stockholders     After the Offering
         ------------------------------------------------------------------------  -----------------------  -----------------------
                                            Common      Common
         Common     Common      Common      Stock       Stock       Common         Common     Common Stock  Common       Percentage
         Stock      Stock       Stock       issuable    issuable    Stock issuable Stock      issuable upon Stock to be  Assuming
         (direct    issuable    issuable    upon        upon        upon exercise  (direct    conversion or Beneficially All Shares
         ownership) upon        upon        conversion  conversion  of Warrants    ownership) exercise of   Owned After  Offered are
                    conversion  conversion  of Series C of Series D and Options               derivative    Offering     Sold
                    of Series A of Series B Convertible Convertible (indirect                 securities
                    Convertible Convertible Preferred   Preferred   ownership)                (indirect
                    Preferred   Preferred   Stock       Stock                                 ownership)
Name of             Stock       Stock       (indirect   (indirect
Selling             (indirect   (indirect   ownership)  ownership)
Stockholder                     ownership)  ownership)
- ------------------------------------------------------------------------------------------------------------------------------------
            (a)       (b)         (c)          (d)         (e)         (f)           (g)          (h)           (i)          (j)
- ------------------------------------------------------------------------------------------------------------------------------------
<S>         <C>        <C>         <C>          <C>         <C>       <C>            <C>           <C>          <C>         <C>
Shawn J.     0       8,334         0            0            0         12,501         0          20,835           0           *
Tolan

David Di     0      10,667         0            0            0         16,001         0          26,668           0           *
Tomasso

Delmont J.   0      13,334       50,000         0            0         20,001         0          83,335           0           *
Monarch, III

Hans C.      0      13,334         0            0            0         20,001         0          33,335           0           *
Beyer

M. Lewis     0      24,667         0            0            0         37,001         0          61,668           0           *
Temaraes &
Louise
Temares

Joseph J.    0      16,667         0            0            0         25,001         0          41,668           0           *
Jacob

Lester E.    0      16,667         0            0            0         25,001         0          41,668           0           *
Segal

                                       21
<PAGE>

Jason J.     0      16,667         0            0            0         25,001         0          41,668           0           *
Palumbo

Donald G.    0      16,667         0            0            0         25,001         0          41,668           0           *
Sproat

Chad B.      0      16,667         0            0            0         25,001         0          41,668           0           *
Garrett

Frederick S. 0      18,000         0            0            0         27,000         0          45,000           0           *
Freer

Shahid Q.    0      20,000         0            0            0         30,000         0          50,000           0           *
Din

Anthony J.   0      30,000         0            0            0         45,000         0          75,000           0           *
Sgambati

John Boos &  0      33,334         0            0            0         50,001         0          83,335           0           *
Eileen Boos

Muhammad     0      33,334         0            0            0         50,001         0          83,335           0           *
Hamed
Farooqi

Robert       0      33,334         0            0            0         50,001         0          83,335           0           *
Zenner

Jess G.      0      33,334      10,000          0            0         50,001         0          93,335           0           *
Tucker

Carmine D.   0      33,334         0            0            0         50,001         0          83,335           0           *
D'Amico

Thomas T.    0      33,334         0            0            0         50,001         0          83,335           0           *
Sproat

Michael B.   0      50,000         0            0            0         75,000         0         125,000           0           *
Wellikoff

James C.     0     133,334         0            0            0        200,001         0         333,335           0           *
McGusty Jr.

Thunderbird  0      33,334         0            0            0         50,001         0          83,335           0           *
Global
Corporation,
Contact
Person:
Juan Montes
(1)

Firle        0      33,334         0            0            0         50,001         0          83,335           0           *
Trading,
S.A., Contact
Person:
Juan
Montes
(2)

Farid        0     133,334         0            0            0        200,001         0         333,335           0           *
Kolaleh
Tabibzadeh

Equity Trust 0     133,334         0            0            0        200,001         0         333,335           0           *
Company
Custodian
FBO Gary
K. Chandler
(3)

Double U     0     133,334         0            0            0        199,971         0         333,285           0           *
Master Fund
LP, Contact
Person: Isaac
Winehouse
(4)

Majid        0     240,000         0            0            0        360,000         0         600,000           0           *
Tabibzadeh
 & Debbie
Elghanayan

                                       22
<PAGE>

Gilda Sierra 0     333,334         0            0            0        500,001         0         833,335            0          *
deAlejo
2005 Trust
U/A dated
4/13/2005
Alberto A.
deAlejo Jr.,
Trustee (5)

Shahab       0     333,334         0            0            0        500,001         0         833,335            0          *
Emrani

Nite         0     533,334         0            0            0        800,001         0       1,333,335            0          *
Capital, LP
Contact
Person:
Keith
Goodman (6)

Vicis        0    6,000,000        0            0            0     11,000,000         0      17,000,000            0          *
Capital Master
Fund, Contact
Person:
 Shad
Stastney (7)

Jules        0      33,334         0            0            0         50,001         0          83,335            0          *
Ghedina

Jeffrey      0      66,667         0            0            0        100,001         0         166,668            0          *
Benton

PP57, LLC    0      66,667         0            0            0        100,001         0         166,668            0          *
Contact
Person:
Robert M.
Snibbe, Jr.
(8)

William N.   0      33,334       20,000         0            0         50,001         0         103,335            0          *
& Jean S.
Hagler Trust
(9)

Max R. Frye  0      50,000         0            0            0         75,000         0         125,000            0          *

Gary K.      0      66,667         0            0            0        100,001         0         166,668            0          *
Chandler

Steve J.     0      20,000         0            0            0        300,000         0         500,000            0          *
Logan

Edwin A.     0     133,334      685,000         0            0        200,001         0       1,018,335            0          *
McGusty

Dan          0      13,334         0            0            0         20,001         0          33,335            0          *
Crawford

King Capital 0      66,640         0            0            0         99,960         0         166,600            0          *
Corporation
Contact
Person:
Cameron
King-
President
(10)

Mario        0           0      2,500           0            0              0         0           2,500            0          *
Scarpa

Donald J.    0           0      10,000          0            0              0         0          10,000            0          *
Grissom

Terry N.     0           0      15,000          0            0              0         0          15,000            0          *
Williams

Natalie P.   0           0      20,000          0            0              0         0          20,000            0          *
Collins

Brian        0           0      20,000          0            0              0         0          20,000            0          *
Thornton

                                       23
<PAGE>

Robert       0           0      25,000          0            0              0          0         25,000            0          *
McPhail

ZTZ Trust    0           0      30,000          0            0              0          0         30,000            0          *
Corp.
Contact
Person:
Lucien
Lallouz (11)

D. Gregg    0           0       40,000          0            0              0          0         40,000            0          *
Diamond

Joy Melton  0           0       50,000          0            0              0          0         50,000            0          *

Mark R.     0           0       80,000          0            0              0          0         80,000            0          *
Sage and
Cathy L.
Sage, as
Trustees of
the Mark R.
Sage and
Cathy L.
Sage
Revocable
Trust
Agreement
by
Instrument
dated
October 20,
2005 (12)

Apogee      0           0      190,100          0            0              0          0        190,100            0          *
Financial
Investments,
Inc.
Attn:
Richard
Diamond,
VP (13)

Richard B.  0           0      250,000          0            0              0          0        250,000            0          *
Masters

Famalom,    0           0      302,500          0            0              0          0        302,500            0          *
LLC
attn:  Chris
Phillips,
Managing
Member (14)

Daedalus    0           0      342,500          0            0              0          0        342,500            0          *
Consulting,
Inc.
attn: Hans
Beyer (15)

Stacy L.    0           0      581,500          0            0              0          0        581,500            0          *
Bagley

Eddie D.    0           0       16,000          0            0              0          0         16,000            0          *
Carter

Decembra    0           0      575,000          0            0              0          0        575,000            0          *
Diamond

Charles G.  0           0    1,630,000          0            0              0          0      1,630,000            0          *
 Masters

Nancy S.    0     33,334          0             0            0         50,001          0        83,335             0          *
Masters

                                       24
<PAGE>

Total CFO,  0           0          0        2,675,000        0      2,000,000          0       4,675,000           0          *
LLC
attn:  Chris
Phillips,
Managing
Member (16)

Midtown     0           0          0            0            0      2,370,145          0       2,370,145           0          *
Partners &
Co., LLC
Bruce Jordan,
Managing
Director (17)

Joel Logan  0      200.000         0            0            0        300,000          0         500,000           0          *

Charles     0      133,334         0            0            0        200,001          0         333,335           0          *
Murphree

John Steven 0      66,667          0            0            0        100,001          0         166,668           0          *
Lawler

James David 0     100,000          0            0            0        150,000          0         250,000           0          *
Shaw

William     0      80,000          0            0            0        120,000          0         200,000           0          *
Joseph
Aycock, Jr.

Jerry Ray   0      33,334          0            0            0         50,001          0          83,335           0          *
Cooper, Jr.

Timm Gann   0      26,667          0            0            0         40,001          0          66,668           0          *

Jimmy Ray   0      26,667          0            0            0         40,001          0          66,668           0          *
Hawkins

Fred and    0           0          0            0       13,340         13,340          0          26,680           0          *
Joan Halbig

Paul T.     0           0          0            0        6,667          6,667          0          13,334           0          *
Green

Ricky A.    0           0          0            0       35,000         35,000          0          70,000           0          *
and Tina L.
Martin

Douglas     0           0          0            0       20,000         20,000          0          40,000           0          *
Greenway
Sr.

Scott       0           0          0            0       67,000         67,000          0         134,000           0          *
Strickland

Gary R.     0           0          0            0       30,000         30,000          0          60,000           0          *
Martin &
Valerie A.
Martin

Eddie M.    0           0          0            0       35,000         35,000          0          70,000           0          *
Wilson

                                       25
<PAGE>

Jimmy O.    0           0          0            0       36,400         36,400          0          72,800           0          *
Smith

Dudley H.   0           0          0            0       29,800         29,800          0          59,600           0          *
Dinkins

Richey C.   0           0          0            0       30,000         30,000          0          60,000           0          *
Swinney

Wayne N.    0           0          0            0        5,000          5,000          0          10,000           0          *
Spillers

James       0           0          0            0       20,000         20,000          0          40,000           0          *
Bradford
Bishop

Albert D.   0           0          0            0       20,000         20,000          0          40,000           0          *
Aycock

Larry L.    0           0          0            0       20,000         20,000          0          40,000           0          *
Wiginton
and
Jan H.
Wiginton,
JTWROS

                                       26
<PAGE>

Harold K.   0           0          0            0       66,667         66,667          0         133,334           0          *
Wilson

Ken Wilson  0           0          0            0       50,000         50,000          0         100,000           0          *

Dennis A.   0           0          0            0       15,000         15,000          0          30,000           0          *
Wilson

DD Growth   0           0          0            0      166,667        166,667          0         333,334           0          *
Premium
Fund
Alberto
Micalizzi,
Chairman
(18)

Charles R.  0           0          0            0       33,334         33,334          0          66,668           0          *
Barber, Jr.

Michael E.  0           0          0            0       54,000         54,000          0         108,000           0          *
Stephens

Matt
Clayton     0           0          0            0       33,334         33,334          0          66,668           0          *

David H.    0           0          0            0       16,667         16,667          0          33,334           0          *
Silvertooth

Mickey      0           0          0            0       10,000         10,000          0          20,000           0          *
Hankins

Robert      0           0          0            0       20,000         20,000          0          40,000           0          *
Leighton
Gibens

Ruby        0           0          0            0       13,334         13,334          0          26,668           0          *
E.Lawhon

Geraldine   0           0          0            0       13,334         13,334          0          26,668           0          *
Shaw

Steve N.    0           0          0            0       10,000         10,000          0          20,000           0          *
Bostic

Family      0           0          0            0       10,000         10,000          0          20,000           0          *
Home
Center, Inc.
attn:Charles
Stricklin,
President
(19)

Allison   20,000        0          0            0         0              0        20,000               0           0          *
Investment
Corp.,
Contact
Person
Raymond
Burke (20)

Sequence  17,338        0          0            0         0              0        17,338               0           0          *
Advisors
Corp.,
Richard
Fisher
Contact
Person (21)

TOTAL     37,338    9,941,627   4,945,100    2,675,000   880,540    22,163,153    37,338          40,605,420      0           *
</TABLE>

                                       27
<PAGE>
*  Less  than  1%

(1)  Juan Montes  has  sole voting and investment control over the securities of
     Cytation  Corporation  owned  by Thunderbird Global Corporation. Mr. Montes
     disclaims  beneficial  ownership  of the securities of Cytation Corporation
     owned  by  Thunderbird  Global  Corporation,  except  to  the extent of his
     pecuniary  interest  therein,  and  the  inclusion  of these shares in this
     Filing  shall  not be deemed an admission of beneficial ownership of all of
     the  reported  shares  or  for  any  other  purpose.


(2)  Juan Montes,has  sole  voting and investment control over the securities of
     Cytation  Corporation  owned  by  Firle  Trading, S.A. Mr. Montes disclaims
     beneficial  ownership  of  the  securities of Cytation Corporation owned by
     Firle Trading, S.A, except to the extent of his pecuniary interest therein,
     and  the  inclusion  of  these shares in this Filing shall not be deemed an
     admission  of beneficial ownership of all of the reported shares or for any
     other  purpose.


(3)  Gary K. Chandler has sole voting and investment control over the securities
     of  Cytation  Corporation  owned  by  Equity  Trust  Company.  Mr. Chandler
     disclaims  beneficial  ownership  of the securities of Cytation Corporation
     owned  by  Equity  Trust  Company,  except  to  the extent of his pecuniary
     interest  therein,  and  the inclusion of these shares in this Filing shall
     not  be  deemed an admission of beneficial ownership of all of the reported
     shares  or  for  any  other  purpose.


(4)  Isaac Winehouse,  as manager of B & W Equities, LLC, the general partner of
     Double  U  Master Fund, LP, has sole voting and investment control over the
     securities  of  Cytation Corporation owned by Double U Master Fund, LP. Mr.
     Winehouse  disclaims  beneficial  ownership  of  the securities of Cytation
     Corporation  owned by Double U Master Fund, LP, except to the extent of his
     pecuniary  interest  therein,  and  the  inclusion  of these shares in this
     Filing  shall  not be deemed an admission of beneficial ownership of all of
     the  reported  shares  or  for  any  other  purpose.


(5)  Alberto A. deAlejo, Jr., as Trustee, has sole voting and investment control
     over  the  securities of Cytation Corporation owned by Gilda Sierra deAlejo
     2005 Trust. Mr. deAlejo disclaims beneficial ownership of the securities of
     Cytation  Corporation  owned by the Gilda Sierra deAlejo 2005 Trust, except
     to the extent of his pecuniary interest therein, and the inclusion of these
     shares  in  this  Filing  shall  not  be  deemed an admission of beneficial
     ownership  of  all  of  the  reported  shares  or  for  any  other purpose.


(6)  Keith Goodman,  as  Manager  of  the  General  Partner, has sole voting and
     investment  control  over  the  securities of Cytation Corporation owned by
     Nite  Capital,  LP.  Mr.  Goodman  disclaims  beneficial  ownership  of the
     securities of Cytation Corporation owned by Nite Capital, LP, except to the
     extent of his pecuniary interest therein, and the inclusion of these shares
     in  this Filing shall not be deemed an admission of beneficial ownership of
     all  of  the  reported  shares  or  for  any  other  purpose.


(7)  Shad L.  Stastney,  as  Managing  Member,  has  sole  voting and investment
     control  over the securities of Cytation Corporation owned by Vicis Capital
     Master  Fund. Mr. Stastney disclaims beneficial ownership of the securities
     of  Cytation  Corporation owned by Vicis Capital Master Fund, except to the
     extent of his pecuniary interest therein, and the inclusion of these shares
     in  this Filing shall not be deemed an admission of beneficial ownership of
     all  of  the  reported  shares  or  for  any  other  purpose.


(8)  Robert  M.  Snibbe, Jr., as Managing Member, has sole voting and investment
     control over the securities of Cytation Corporation owned by PP57, LLC. Mr.
     Snibbe  disclaims  beneficial  ownership  of  the  securities  of  Cytation
     Corporation  owned  by  PP57,  LLC,  except  to the extent of his pecuniary
     interest  therein,  and  the inclusion of these shares in this Filing shall
     not  be  deemed an admission of beneficial ownership of all of the reported
     shares  or  for  any  other  purpose.

(9)  William  N.  &  Jean  S.  Hagler,  as  Co-Trustees,  have shared voting and
     investment  control  over  the  securities of Cytation Corporation owned by
     William  N.  &  Jean  S. Hagler Trust. Either Co-Trustee, acting alone, has
     authority  to  act  on  behalf  of  the  Trust.

(10) Cameron King, as President, has sole voting and investment control over the
     securities  of  Cytation Corporation owned by King Capital Corporation. Mr.
     King  disclaims  beneficial  ownership  of  the  securities  of  Cytation
     Corporation  owned by King Capital Corporation, except to the extent of his
     pecuniary  interest  therein,  and  the  inclusion  of these shares in this
     Filing  shall  not be deemed an admission of beneficial ownership of all of
     the  reported  shares  or  for  any  other  purpose.

                                       28
<PAGE>

(11) Lucien Lallouz, as President, has shared voting and investment control over
     the  securities of Cytation Corporation owned by ZTZ Trust Corp with Sharon
     Lallouz.  Mr.  Lallouz and Ms. Lallouz disclaim beneficial ownership of the
     securities  of Cytation Corporation owned by ZTZ Trust Corp., except to the
     extent  of  their  pecuniary  interest  therein, and the inclusion of these
     shares  in  this  Filing  shall  not  be  deemed an admission of beneficial
     ownership  of  all  of  the  reported  shares  or  for  any  other purpose.


(12) Mark R.  Sage  and  Cathy  L.  Sage,  as  Trustees,  have shared voting and
     investment control over the securities of Cytation Corporation owned by the
     Mark  R.  Sage  and  Cathy  L.  Sage  Revocable  Trust.


(13) Richard  Diamond, as Vice President, has sole voting and investment control
     over  the  securities  of  Cytation  Corporation  owned by Apogee Financial
     Investments,  Inc.  Mr.  Diamond  disclaims  beneficial  ownership  of  the
     securities  of  Cytation Corporation owned by Apogee Financial Investments,
     Inc.,  except  to  the  extent  of  his pecuniary interest therein, and the
     inclusion  of  these shares in this Filing shall not be deemed an admission
     of  beneficial  ownership  of  all  of the reported shares or for any other
     purpose.


(14) Christopher  Phillips,  as  Managing Member, has sole voting and investment
     control  over the securities of Cytation Corporation owned by Famalom, LLC.
     Mr.  Phillips  disclaims beneficial ownership of the securities of Cytation
     Corporation  owned  by Famalom, LLC., except to the extent of his pecuniary
     interest  therein,  and  the inclusion of these shares in this Filing shall
     not  be  deemed an admission of beneficial ownership of all of the reported
     shares  or  for  any  other  purpose.


(15) Hans Beyer,  as  President, has sole voting and investment control over the
     securities  of Cytation Corporation owned by Daedalus Consulting. Mr. Beyer
     disclaims  beneficial  ownership  of the securities of Cytation Corporation
     owned  by  Daedalus  Consulting,  except  to  the  extent  of his pecuniary
     interest  therein,  and  the inclusion of these shares in this Filing shall
     not  be  deemed an admission of beneficial ownership of all of the reported
     shares  or  for  any  other  purpose.


(16) Christopher  Phillips,  as  Managing Member, has sole voting and investment
     control  over  the  securities  of Cytation Corporation owned by Total CFO,
     LLC.  Mr.  Phillips  disclaims  beneficial  ownership  of the securities of
     Cytation  Corporation owned by Total CFO, LLC, except  to the extent of his
     pecuniary  interest  therein,  and  the  inclusion  of these shares in this
     Filing  shall  not be deemed an admission of beneficial ownership of all of
     the  reported  shares  or  for  any  other  purpose.


(17) Bruce Jordan,  as  Managing  Member, has sole voting and investment control
     over  the  securities  of  Cytation Corporation owned by Midtown Partners &
     Co.,  LLC.  Mr.  Jordan disclaims beneficial ownership of the securities of
     Cytation  Corporation  owned  by Midtown Partners & Co., LLC, except to the
     extent of his pecuniary interest therein, and the inclusion of these shares
     in  this Filing shall not be deemed an admission of beneficial ownership of
     all  of  the  reported  shares  or  for  any  other  purpose.


(18) Alberto Micalizzi, as Chairman, has sole voting and investment control over
     the securities of Cytation Corporation owned by DD Growth Premium Fund. Mr.
     Micalizzi  disclaims  beneficial  ownership  of  the securities of Cytation
     Corporation  owned  by  DD Growth Premium Fund, except to the extent of his
     pecuniary  interest  therein,  and  the  inclusion  of these shares in this
     Filing  shall  not be deemed an admission of beneficial ownership of all of
     the  reported  shares  or  for  any  other  purpose.


(19) Charles  Stricklin,  as  President,  has sole voting and investment control
     over  the  securities  of Cytation Corporation owned by Family Home Center,
     Inc.  Mr.  Stricklin  disclaims  beneficial  ownership of the securities of
     Cytation  Corporation  owned  by  Family  Home  Center, Inc., except to the
     extent of his pecuniary interest therein, and the inclusion of these shares
     in  this Filing shall not be deemed an admission of beneficial ownership of
     all  of  the  reported  shares  or  for  any  other  purpose.


(20) Raymond Burke, as Chairman, has sole voting and investment control over the
     securities  of  Cytation  Corporation owned by Allison Investment Corp. Mr.
     Burke  disclaims  beneficial  ownership  of  the  securities  of  Cytation
     Corporation  owned by Allison Investment Corp., except to the extent of his
     pecuniary  interest  therein,  and  the  inclusion  of these shares in this
     Filing  shall  not be deemed an admission of beneficial ownership of all of
     the  reported  shares  or  for  any  other  purpose.


(21) Richard  Fisher  has sole voting and investment control over the securities
     of  Cytation  Corporation  owned  by  Sequence  Advisors  Corp.  Mr. Fisher
     disclaims  beneficial  ownership  of the securities of Cytation Corporation
     owned  by  Sequence  Advisors  Corp., except to the extent of his pecuniary
     interest  therein,  and  the inclusion of these shares in this Filing shall
     not  be  deemed an admission of beneficial ownership of all of the reported
     shares  or  for  any  other  purpose.

                                       29
<PAGE>

                              PLAN OF DISTRIBUTION

ELIGIBLE SHARES

     The Selling Stockholders will re-offer, pursuant to this prospectus, shares
of  our  Common  Stock  which  we:

     -    have  issued  in  connection  with  Rule  506  offerings;

     -    shall issue  upon  the  conversion  of  shares  of  our  Series  A
          Convertible  Preferred  Stock;

     -    shall issue  upon  the  conversion  of  shares  of  our  Series  B
          Convertible  Preferred  Stock;

     -    shall issue  upon  the  conversion  of  shares  of  our  Series  C
          Convertible  Preferred  Stock;

     -    shall issue  upon  the  conversion  of  shares  of  our  Series  D
          Convertible  Preferred  Stock;

     -    shall  issue  upon  the  exercise  of  Common Stock purchase warrants;

     -    shall  issue  as  stock  dividends;  and

     -    shall  issue  pursuant  to  contractual  obligations.

     There  can  be  no  certainty  as to when and if the shares of our Series A
Convertible  Preferred  Stock will be converted, or if our Common Stock purchase
warrants will be exercised. Your attention is directed to the sections captioned
"Description of Securities-Series A Convertible Preferred Stock" and the section
captioned  "Description  of  Securities-Warrants."

     The  term  "Selling Stockholders" as used by us in this prospectus includes
pledgees,  donees, transferees or other successors in interest selling shares of
our  Common Stock received after the date of this prospectus from one or more of
the  Selling  Stockholders named in the table commencing on page 21 as a pledge,
gift,  partnership  distribution  or  other  non-sale  related  transfer.


     To  the  extent  any successor(s) to the named selling stockholders wish to
sell  under  this  prospectus  the  Company  must  file  a prospectus supplement
identifying  such  successors  as  selling  stockholders.


                                       30
<PAGE>

DISTRIBUTION METHOD

     All  of  the  Selling Stockholders have advised us that they may sell, from
time  to time, pursuant to this prospectus, their shares of our Common Stock (an

aggregate  of  43,506,843  shares  as of the date of this prospectus) on the OTC

Bulletin Board, in isolated transactions, or in a combination of such methods of
sale.  They  have  also  advised us that their sales may be made at fixed prices
which may be changed, at market prices prevailing at the time of sale, at prices
related  to prevailing market prices, or at negotiated prices with institutional
or  other  investors.  In  addition,  the  Selling  Stockholders  may sell, when
permissible, pursuant to the exemption of Rule 144 under the Securities Act.

     The  Selling  Stockholders  will  act independently of each other. They may

sell  the  shares  of  our  Common  Stock  pursuant  to  this  registration

statement/prospectus  by  one  or  more  of  the  following  methods,  without
limitation:

     -    a block  trade  on  which  the  broker-dealer  so engaged will attempt
          to  sell the shares of our Common Stock as agent, but may position and
          resell  a  portion  of  the  block  as  principal  to  facilitate  the
          transaction;

     -    purchases  by  the  broker-dealer  as  principal  and  resales by such
          broker-dealer  for  its  account  pursuant  to  this  prospectus;

     -    ordinary  brokerage  transactions  and  transactions  in  which  the
          broker  solicits,  or  acts  as  an  intermediary  for  purchasers; or

     -    face-to-face  transactions  between  the  Selling  Stockholder  and
          purchasers  without  a  broker-dealer.

     In  effecting  sales,  a broker-dealer engaged by a Selling Stockholder may
arrange  for  other  brokers or dealers to participate.  Such brokers or dealers
may  receive  commissions  or  discounts from the Selling Stockholder in amounts

which  will  be  negotiated  immediately  prior to sale.  This compensation to a
particular broker-dealer might be in excess of customary commissions for routine
market  transactions.  Brokers  or  dealers  and  any  participating  brokers or
dealers acting as described in this paragraph may be deemed to be "underwriters"
within  the  meaning  of  Section 2(11) of the Securities Act in connection with
these  sales.  Any  profits  realized  by  the  Selling  Stockholder  and  the
compensation  of  such  brokers  or  dealers  may  be  deemed to be underwriting
discounts  and  commissions  under  the  Securities  Act.

     Upon  our  being  notified  by  a  Selling  Stockholder  that  any material
arrangement has been entered into with a broker-dealer for the sale of shares of
our Common Stock through a block trade, a purchase by a broker or dealer, or any
special  offering  other  than  an  underwritten  offering,  we  shall  file  a
post-effective  amendment  to  the  Registration Statement. In such amendment we
shall  disclose  (a)  the  name  of each broker-dealer, (b) the number of shares
involved, (c) the price at which such shares were sold, (d) the commissions paid
or  discounts or concessions allowed to such broker-dealer(s), where applicable,
(e)  that  such broker-dealer(s) did not conduct any investigation to verify the
information  set  out  in  this prospectus, as supplemented, and (f) other facts
material  to  the  transaction.

                                       31
<PAGE>

     In the event that a group of Selling Stockholders advises us that they have
engaged an underwriter to sell for them and any other Selling Stockholder who or
which  so  advises, we shall file a post-effective amendment to the Registration
Statement,  of which this prospectus is Part I, so that a new amended prospectus
will  become  available  describing the underwritten offering, whether on a firm
commitment  or  best  efforts basis.  As of the date of this prospectus, we have
received  no  such  advice.

     From  time  to  time,  one  or more of the Selling Stockholders may pledge,
hypothecate  or grant a security interest in, or transfer or assign, some or all
of  the shares of our Common Stock owned by them.  The pledgees, secured parties
or  persons  to  whom  such  securities  have  been  hypothecated  shall,  upon
foreclosure  in the event of a default, and the transferees and assignees shall,
be  deemed  to  be Selling Stockholders for the purpose of this prospectus.  The
number of shares of our Common Stock beneficially owned by a Selling Stockholder
who  or  which  so  transfers,  pledges or assigns will decrease as and when the
Selling Stockholder takes such action.  The plan of distribution for the Selling
Stockholder's  shares  of  our Common Stock sold hereunder will otherwise remain
unchanged  by reason of a transfer, pledge or assignment.  A Selling Stockholder
may  also  enter  into  option  or  other transactions with a broker-dealer that
involve  the  delivery  of shares of our Common Stock to the broker-dealer.  The
broker-dealer  may  then  resell  or otherwise transfer the shares of our Common
Stock.  A Selling Stockholder may also loan or pledge shares of our Common Stock
to  a  broker-dealer.  The  broker-dealer may then sell the shares of our Common
Stock  so  loaned or, upon a default, may sell or otherwise transfer the pledged
shares  of  our  Common  Stock.

     In  order  to comply with the securities laws of some states, the shares of
our  Common  Stock  will  have  to  be  sold  for a Selling Stockholder in those
jurisdictions  only  through  registered  or  licensed  brokers  or  dealers.

     We  have  advised  the  Selling  Stockholders  of the requirement under the
Securities  Act  that  each of them, or any broker-dealer acting for him, she or
it, must deliver a copy of this prospectus in connection with any resale by such
Selling  Stockholder  of  shares  of  our  Common  Stock  under this prospectus.

     We  have also undertaken, if, in our opinion in the future, this prospectus
no  longer  complies  with Section 10(a)(3) of the Securities Act, to advise the
Selling  Stockholders  of this opinion, to request that the Selling Stockholders
cease  use  of  this  prospectus  and to confirm our then intention to amend the
Registration  Statement  of  which  this prospectus is part I in order to effect
such  compliance.


     UNDERWRITERS  AND  UNDERWRITING  OBLIGATION

     One  selling stockholder, Midtown Partners & Co., LLC ("Midtown Partners"),
is  a  SEC  and  NASD  registered  broker-dealer.  Midtown Partners acted as the
placement  agent for the Company in connection with the Series A Preferred Stock
Offering  and  the Series D Preferred Stock Offering.  Midtown Partners received
the  following  warrants  as  partial payment of commissions earned as placement
agent  for  the  Company  in connection with such private offerings: (a)  Series
BD-1  Common  Stock Purchase Warrants exercisable for, in the aggregate, 889,162
shares  of  Common  Stock  at an exercise price of seventy five cents ($.75) per
share,  (b)  Series  BD-2 Common Stock Purchase Warrants exercisable for, in the
aggregate, 889,162 shares of Common Stock at an exercise price of one dollar and
fifty  cents  ($1.50)  per share, (c) Series BD-3 Common Stock Purchase Warrants
exercisable for, in the aggregate, 449,581 shares of Common Stock at an exercise
price  of  two  dollars and twenty five cents ($2.25) per share, (d) Series BD-4
Common  Stock Purchase Warrants exercisable for, in the aggregate, 61,120 shares
of  Common  Stock at an exercise price of one dollar and fifty cents ($1.50) per
share,  and  (e)  Series BD-5 Common Stock Purchase Warrants exercisable for, in
the  aggregate,  61,120  shares  of  Common  Stock at an exercise price of three
dollars  ($3.00)  per share (collectively, the "BD Warrants").  Pursuant to this
registration  statement, the Company is registering for re-sale the common stock
issuable  upon  exercise  of  the  BD Warrants.  As such, relative to the shares
issuable  upon  exercise  of  the  BD  Warrants, Midtown Partners falls into the
definition  of  an  "underwriter," as defined in Section 2(11) of the Securities
Act  of  1933,  as  amended.



     In  addition,  the following selling shareholders are affiliates of Midtown
Partners:  (a) Apogee Financial Investments, Inc., a selling shareholder holding
1,901  shares  of  Series  B  Preferred Stock convertible into 190,100 shares of
common  stock;  (b)  Famalom, LLC, a selling shareholder holding 3,025 shares of
Series  B  Preferred  Stock convertible into 302,500 shares of common stock; (c)

                                       32
<PAGE>

Daedalus  Consulting, Inc., a selling shareholder holding 3,425 shares of Series
B Preferred Stock convertible into 342,500 shares of common stock; (d) Deecembra
Diamond,  a selling shareholder holding 5,750 shares of Series B Preferred Stock
convertible  into  575,000  shares  of  common  stock; and (e) Total CFO, LLC, a
selling  shareholder  holding  26,750  shares  of  Series  B  Preferred  Stock
convertible  into  2,675,000  shares of common stock and a Series C Common Stock
Purchase Warrant exercisable for 2,000,000 shares of common stock (collectively,
the  "Midtown  Affiliates").  The  Company is registering for re-sale the common
stock issuable upon exercise or conversion of the securities referenced above in
this  paragraph.  As  such,  as  an  affiliate  of Midtown Partners, the selling
shareholders  referenced  above in this paragraph fall into the definition of an
"underwriter,"  as  defined  in  Section 2(11) of the Securities Act of 1933, as
amended,  relative  to  the securities owned by each such selling securityholder
being  registered  hereunder.



     Except  for  the prior engagement of Midtown Partners as placement agent in
connection  with  the  private Series A Preferred Stock Offering and the private
Series  D  Preferred  Stock  Offering,  and  as  an owner of securities, Midtown
Partners does not have a material relationship with the Company. Further, except
as  an owner of securities of the Company, none of the Midtown Affiliates have a
material  relationship  with  the  Company.  Neither  Midtown  nor  the  Midtown
Affiliates  may  return  any of the above referenced securities. Please see page
138  below  for  a  description  of offering expenses. Also, please see"SERIES A
PREFERRED  STOCK  OFFERING" on page 49 and"SERIES D PREFERRED STOCK OFFERING" on
page  53 for a description of the compensation Midtown Partners received for its
services  as  placement  agent.  There  is  no  arrangement  under which Midtown
Partners  or  any Midtown Affiliate may purchase additional shares or securities
in connection with these offerings. Midtown Partners has no contractual right to
designate  or  nominate a member of the Board of Directors. Midtown Partners has
been  in  business  as  a  registered  broker-dealer  for more then three years.
Previously,  Midtown  Partners  had  operated under the name Innovation Capital,
LLC.  No  finders  or  other licensed Broker-Dealers were used by the Company in
connection  with  the  Series A Preferred Stock Offering, the Series B Preferred
Stock  Offering,  or  this  Registration  Statement.



     Midtown  Partners  and  each  of  the Midtown Affiliates plan to resale the
above referenced securities pursuant to the plan of distribution as discussed at
page  31  under  the  heading  "DISTRIBUTION METHOD." Based upon representations
received,  Midtown  Partners and each of the Midtown Affiliates do not intend to
engage  in  passive market making transactions under Rule 103 of Regulation M or
to  conduct  any  stabilizing  transactions.  Midtown  and  each  of the Midtown
Affiliates  are  not  making any warrant or rights offering to existing security
holders.



     The  placement  agent  agreement  between  Midtown Partners and the Company
provides  for  indemnification  of  Midtown  Partners by the Company for losses,
claims,  damages, or liabilities, including attorneys' fees, incurred by Midtown
Partners  in  connection  with  Midtown Partners' services as a placement agent.
The Company's obligation to indemnify Midtown Partners would include liabilities
arising  under  the  Securities  Act of 1933.  This indemnification provision is
limited  by  a  proviso that if such losses, claims, damages, or liabilities are
found  by  a  court to arise primarily out of Midtown Partners' violation of any
applicable  law,  then  Midtown  Partners  must repay to the Company any amounts
received  as  indemnification.


                                       33
<PAGE>

COMPLIANCE

     We  have  also  advised  each  of the Selling Stockholders that a court may
determine  at  a  later  date  that he, she or it is an "underwriter" within the
meaning  of  Section  2(11)  of  the  Securities Act.  In such event the Selling
Stockholder  may  be  found  liable  for  monetary  damages  to purchasers under
Sections 11, 12(2) and 15 of the Securities Act if there are any defects in this
prospectus  (i.e.,  material  misstatements or omissions).  We have also advised
them that they may be found liable under Section 10(b) of the Act and Rule 10b-5
for  such  material  misstatements  or  omissions,  if  any.

     We  and the Selling Stockholders are obligated to take such steps as may be
necessary  to  ensure  that the offer and sale by the Selling Stockholders of an

aggregate, as of the date of this prospectus, of 43,506,843 shares of our Common

Stock  offered  by  this  prospectus,  will  comply with the requirements of the
federal securities laws and regulations, including Regulation M.

     In  general,  Rule 102 under Regulation M prohibits any Selling Stockholder
or  a  broker-dealer  acting  for  such  Selling  Stockholder  from, directly or
indirectly,  bidding  for,  or  purchasing,  any  shares of our Common Stock, or
attempting to induce any person to bid for, or to purchase, shares of our Common
Stock  during  a  restricted  period (as such term is defined in Rule 100) which
ends  when  he,  she  or  it  has  completed  his, her or its participation in a
distribution  of  shares  in an offering made pursuant to this prospectus.  Rule
102  sets  forth  certain  exceptions  for  the  Selling  Stockholder, including
exercising  a  stock  option  or  warrant.

     We  are bearing all costs relating to the registration of the shares of our
Common  Stock  offered  by this prospectus.  Any commissions, discounts or other
fees  payable  to  a  broker-dealer in connection with any sale of shares of our
Common  Stock  will  be  borne  by  the Selling Stockholder selling such shares.

                                       34
<PAGE>

                                LEGAL PROCEEDINGS

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

     As  of  the  date  of  this  filing, there are no material pending legal or
governmental proceedings relating to our Company or properties to which we are a
party,  and  to  our knowledge there are no material proceedings to which any of
our  directors,  executive  officers, or affiliates are a party adverse to us or
which  have  a  material  interest  adverse  to  us.

          DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS

OFFICERS AND DIRECTORS


     As  of  March  31,  2006,  the directors and executive officers of Cytation
Corporation,  Inc.,  their  ages,  positions,  the  dates of initial election or
appointment  as  directors  or  executive  officers, and the expiration of their
terms  are  as  set  forth in the following table.  Please note that Joel Logan,
Charles  Murphree,  and  John  Lawler are not directors or executive officers of
Cytation  Corporation  but  are  included  in  this  table pursuant to Rule 3b-7
because they are executive officers and/or directors of the Company's subsidiary
who  perform  policy-making  functions.

<TABLE>
<CAPTION>

NAME OF
DIRECTOR/EXECUTIVE
OFFICER                   AGE     POSITION                                 PERIOD SERVED
<S>                       <C>       <C>                                        <C>
Charles G. Masters        66      President, Chief Executive Officer,     January 18, 2006 to Present; term
                                  and Class II Director                   as Class II Director expires in2007

Christopher Portner       40      Class I Director                        July 2001 to Present; term as
                                                                          Class I Director expires in 2006

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

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

                                       35
<PAGE>

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

Hans Beyer                40      Proposed Class II Director              Nominee; term would expire
                                                                          in 2007

John Giordano             48      Proposed Class III Director             Nominee; term would
expire in 2008

Dale Phillips             58      Proposed Class I Director               Nominee; term would
                                                                          expire in 2009
</TABLE>

DUTIES, RESPONSIBILITIES AND EXPERIENCE

     CHARLES  G.  MASTERS,  Chief  Executive  Officer, President and Director of
Cytation  Corporation.  Mr.  Masters was the founder of Deer Valley Acquisitions
Corporation  and,  since  its  inception  in  July 2005, has served as its Chief
Executive  Officer.  In  March 1998, Mr. Masters founded and has since served as
CEO  and  CFO  of  Bumgarner Enterprises, Inc., an oil and gas development and a
business  consulting  firm. Since 2001, Mr. Masters has also served as Director,
CEO  and  CFO  of  Ranger  Industries, Inc., a public company, which is the sole

shareholder  of  Bumgarner  Enterprises.  Ranger  Industries engages in business
consulting, due diligence research, and oil and gas exploration and development.

Mr.  Masters  has  founded  and  served  as  the  CEO and CFO of several private
companies  involved in the development of military electronic communications and
test  equipment,  pioneering  the  introduction of microprocessors into point of
sale  equipment,  medical  equipment,  artificial  intelligence devices, and the
development  of laser scanners. Mr. Masters received a B.S.E.E. (1961) from Duke
University,  a  M.S.E.E. (1964) from the University of Pittsburgh and a M.S.M.S.
(1966)  from  Johns  Hopkins  University.

     CHRISTOPHER  PORTNER,  Director  of Cytation Corporation. Since March 1998,
Mr.  Portner  has  been  a  certified financial planner and a general securities
principal  with PSA Equities and a portfolio manager with PSA Capital Management
of  Lutherville,  Maryland.  From  1995 through February 1998, Mr. Portner was a
financial  consultant with Peremel & Company of Baltimore, Maryland. Mr. Portner
is  a  graduate  of  the  College of Financial Planning's professional education
program,  holds  a  Bachelor of Science degree in both Business and English from
Towson  State  University.  Mr. Portner plans to resign as director at a special
meeting  to  be  held  in  the  second  quarter  of  2006.

     JOEL  STEPHEN  LOGAN,  II, Director, President, and General Manager of Deer
Valley  Homebuilders,  Inc.  Mr.  Logan  has  extensive  experience  in  the
manufactured home industry.  Since 2004, Mr. Logan has served as General Manager
and  President  for  Deer  Valley  Homebuilders, Inc.  From 1996 until 2003, Mr.
Logan  worked  as President of Pinnacle Homes of Alabama, a manufactured housing

company.  Mr. Logan is a graduate of Mississippi State University, from which he
holds  a  degree  in  Business Administration.  Mr. Logan is included here as an
executive officer because he is an executive officer of the Company's subsidiary
who  performs  a  policy-making  function,  as  determined  by  Rule  3b-7.

     CHARLES  L.  MURPHREE,  JR.,  Director,  Vice President, and Regional Sales
Director of Deer Valley Homebuilders, Inc. Since April of 2004, He has worked as
Regional  Sales  Director  and  Vice President of Deer Valley Homebuilders, Inc.
From  2003  until  2004, Mr. Murphree served as Plant Manager for Clayton Homes,
Inc.  From  2000  through  2003,  Mr.  Murphree worked as General Manager of the

Energy  and  LifeStyle  Divisions  of Southern Energy Homes, Inc. Clayton Homes,
Inc.  and Southern Energy Homes, Inc. are producers of manufactured housing. Mr.

Murphree  graduated from the University of Alabama with a Bachelor of Science in
Business  Administration.  Mr. Murphree is included here as an executive officer
because  he  is  an executive officer of the Company's subsidiary who performs a
policy-making  function,  as  determined  by  Rule  3b-7.

                                       36
<PAGE>

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

Accounting  for  Cavalier  Homes,  Inc.  Cavalier  Homes,  Inc. is a producer of
manufactured  housing.  Mr.  Lawler  holds  a  Bachelor  of  Science in Business

Administration from the University of Alabama. Mr. Lawler is included here as an
executive officer because he is an executive officer of the Company's subsidiary
who  performs  a  policy-making  function,  as  determined  by  Rule  3b-7.


     HANS  BEYER,  Nominee  for  Director. Since February of 2005, Mr. Beyer has
served  as  a  partner for Saxon Gilmore Carraway Gibbons Lash & Wilcox, P.A. At
Saxon  Gilmore  Carraway  Gibbons  Lash  & Wilcox, P.A., he oversees and manages
complex  legal matters. Since September 2005, Mr. Beyer has served as the Senior
Vice  President  of  Mirabilis  Ventures,  Inc.  At Mirabilis Ventures, Inc., he
oversees  private equity investments. Mirabilis Ventures, Inc. is a diversified,
privately-held  holding  company  with  interests  in  a variety of companies in
industries  including  construction,  business  consulting,  and  software
development.  In  addition,  Mr.  Beyer  is  President  and Founder for Daedalus
Consulting,  Inc.,  which  provides  Internet  research  and business consulting
services,  primarily  for start-up  and  small companies. In connection with his
position  at  Daedalus Consulting, Inc., Mr. Beyer provides consulting advice on
business  matters.  From  2003  to  February  2005,  Mr.  Beyer was a partner at
Buchanan  Ingersoll, P.C. Prior to 2002, Mr. Beyer was the founder and President
of  the  Law  Firm of Hans Christian Beyer, P.A. Mr. Beyer holds a B.A. from the
University  of  Michigan  and a J.D. from the University of Michigan Law School.


     JOHN  GIORDANO, Nominee for Director.  For the past five years Mr. Giordano
has served as Chair of the Business, Tax and Corporate Finance Practice Group at
Bush Ross, P.A., a Tampa, Florida law firm.  He is regularly involved in complex
business-related  transactions,  has  extensive  experience  in a broad range of
areas,  including  federal and state securities law, corporate finance, mergers,
acquisitions,  and  tax  law,  and  has  acted  as general corporate counsel for
numerous  Florida-based  public and private corporations.  Mr. Giordano attended
the  University  of  Florida, where he received a B.S., a J.D., and an L.L.M. in
taxation.

     DALE PHILLIPS, Nominee for Director.  For the past five years, Mr. Phillips
has  served  as  a  director  and  Vice  President  of  Finance  for  RE Purcell
Construction  Co., Inc., a paving and utility contractor.  He is also a director
and  Vice  President  for  Dalmari,  Inc.  Mr.  Phillips holds an A.S. (1968) in
Business  Management from Champlain College and a B.A. (1971) in Accounting from
Castleton  State  College.

SIGNIFICANT  EMPLOYEES

     Other  than  the  executive  officers  of Deer Valley named above, no other
employees  are  required  to  be  disclosed  under  this item.  Because of their
importance  to the success of Deer Valley and the Company, Deer Valley maintains
"key  man"  life  insurance  policies,  with  Deer Valley as beneficiary, on the
former  owners  of  Deer  Valley,  including  Joel Stephen Logan II, John Steven
Lawler,  and  Charles  Murphree.

FAMILY  RELATIONSHIPS

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

INVOLVEMENT  IN  LEGAL  PROCEEDINGS

     To  the best of our knowledge, there is no material proceeding to which any
director,  officer  or  affiliate  of  the  Company,  any  owner  of  record  or
beneficially  of  more than 5% of any class of voting securities of the Company,
or  security holder is a party adverse to the Company or has a material interest
adverse  to  the  Company  or  any  of  its  subsidiaries.

     To  the  best  of  our  knowledge,  during the past five years, none of our
directors  or  executive officers were involved in any of the following: (1) any
bankruptcy  petition  filed by or against any property or business of which such

                                       37
<PAGE>

person  was  a  general  partner  or executive officer either at the time of the
bankruptcy  or  within  two  years  prior  to that time; (2) any conviction in a
criminal proceeding or being subject to a pending criminal proceeding (excluding
traffic  violations  and  other minor offenses); (3) being subject to any order,
judgment,  or  decree,  not  subsequently reversed, suspended or vacated, of any
court  of competent jurisdiction, permanently or temporarily enjoining, barring,
suspending,  or  otherwise  limiting  his  involvement  in any type of business,
securities  or  banking  activities; and (4) being found by a court of competent
jurisdiction  (in  a  civil action), the SEC, or the Commodities Futures Trading
Commission  to  have  violated a federal or state securities or commodities law,
and  the  judgment  has  not  been  reversed,  suspended,  or  vacated.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

     Section  16(a) of the Securities Exchange Act of 1934, as amended, requires
the  Company's directors, officers and holders of more than 10% of the Company's
equity  securities  to  file with the Securities and Exchange Commission initial
reports  of  ownership  and  reports  of changes in ownership. Based solely on a
review  of  the  forms, reports, and certificates filed with the Company by such
persons,  all  Section  16(a)  filing  requirements  were  complied with by such
persons  during  the  last  fiscal  year.

SPECIAL  MEETING  OF  THE  SHAREHOLDERS  AND  PROXY

     The  management  of  the  Company will likely change soon.  The Company has
filed  a  Preliminary  Information  Statement  on Schedule 14C (the "Information
Statement")  with  the  United  States  Securities  and Exchange Commission (the
"SEC").  In  the  Information Statement, the Company discloses that shareholders
holding  in  excess  of  fifty percent (50%) of all shares entitled to vote have
indicated  that  they will vote FOR the following proposals at a special meeting

of  the shareholders which the Company intends to hold on or about July 7, 2006,

pending  approval  by  the  SEC:

     FOR  the  election  of  each  of  Hans  Beyer,  John  Giordano,  and  Dale
     Phillips  to  serve  as  directors  of  Cytation Corporation until the next
     annual meeting of shareholders in the years in which their terms expire and
     until  their  successors  are  duly  elected  and qualified, or until their
     earlier  resignation,  removal  from  office,  or  death;

     FOR  amending  the  Company's  Certificate  of  Incorporation  to  increase
     the  authorized  preferred  stock, par value $.01 per share, of the Company

     from  1,140,000  shares  to  10,000,000  shares;


     FOR  amending  the  Company's  Certificate  of  Incorporation  to  increase
     the authorized common stock, par value $.001 per share, of the Company from
     2,000,000  shares  to  100,000,000  shares  of  common  stock;

     FOR  amending  the  Certificate  of  Incorporation  to  change  the name of
     the  Company  to  Deer  Valley  Corporation;  and

     FOR  approving  a  merger  with  a Florida corporation, solely for purposes
     of  establishing  the  Company's  domicile  in  Florida.

     In  connection  with  the  special  meeting  the  Company has solicited and
received  the  votes of shareholders holding in excess of fifty percent (50%) of
all  shares  entitled  to  vote and the consent of shareholders holding at least
fifty  percent  (50%)  of the Series A Preferred Stock, via an irrevocable proxy
limited in scope to the five proposals detailed above and limited in duration to
July  30,  2006  or the adoption of the proposals listed above, whichever occurs
earlier.  The  shareholders  listed  in  the  following  paragraphs  and  the
accompanying  table  have  signed the limited, irrevocable power of attorney and
proxy.

     MAJORITY  VOTE  FOR  ALL  PROPOSALS


     In  connection  with  the  special  meeting  the  Company has solicited and
received  the  votes of shareholders holding in excess of fifty percent (50%) of
all  shares  entitled  to  vote and the consent of shareholders holding at least
fifty  percent  (50%)  of the Series A Preferred Stock, via an irrevocable proxy

                                       38
<PAGE>

limited in scope to the five proposals detailed above and limited in duration to
July  30,  2006  or the adoption of the proposals listed above, whichever occurs
earlier.  The  shareholders  listed  in  the  following  paragraphs  and  the
accompanying  table  have  signed the limited, irrevocable power of attorney and
proxy.


     Pursuant  to  the  restrictions  of  the Certificates of Designation of the
Company's  Series  A and Series C convertible preferred stock, and in accordance

with the record date of June 5, 2006, the aggregate shares available to be voted
on  the proposals are 8,585,895. Fifty percent of the aggregate shares available
to  be  voted  on  the  proposals  amounts  to  4,292,948  shares. The following

shareholders  have  indicated that they intend to vote for all of the proposals:

      SHAREHOLDER                  NUMBER OF SHARES TO BE VOTED FOR PROPOSALS

 Charles G. Masters                                 1,430,000

 Edwin McGusty                                        685,000

 Deecembra Diamond                                    675,000

 Stacy Bagley                                         597,500

 Daedalus Consulting and Hans Beyer                   342,500

 Richard Masters                                      250,000

 Robert Christian                                     100,000


 Famalom, LLC and Total CFO, LLC                      302,500

 Vicis Capital Master Fund                             49,900

 Apogee Financial Investments, Inc (proxy holder)     190,100

 TOTAL                                              4,622,500



     Please  note  that  private  transactions  undertaken  subsequent  to  the
execution  of  the  irrevocable  proxy have changed the number of shares held by
some  of  the  shareholders  in the above table. However, since the terms of the
irrevocable  proxy  and  the  documents  evidencing  the subsequent transactions
provide  that  the shares remain subject to the proxy despite being transferred,
the above table reflects pre-transaction voting and ownership. For the number of
shares  currently held by the shareholders listed in the above table, please see
the  Table  of  Selling  Security  Holders,  above.



     APPROVAL  OF  AT LEAST FIFTY PERCENT OF THE ISSUED AND OUTSTANDING SERIES A
PREFERRED  STOCK

     The  voting restrictions of the Certificate of Designation of the Company's
Series  A  Preferred Stock apply only if the holders of Series A Preferred Stock
vote  with  all  shareholders. When the consent of at least fifty percent of the
holders of Series A Preferred Stock is required before certain corporate actions
may  be  taken,  no  such  restrictions apply. Accordingly, the consent of Vicis
Capital  Master  Fund, which holds approximately 60.6% of the Company's Series A
Preferred  Stock,  represents  the  consent  required  to approve increasing the
authorized preferred stock of the Company and merging with a Florida corporation
for  the  sole  purpose  of  establishing  the  Company's  domicile  in Florida.


                 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

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

     In connection with the Securities Purchase and Share Exchange Agreement, on
January  18,  2006,  the  Company issued to Vicis Capital Master Fund, Inc. (the
"Lender")  an  Interest  Bearing Non-Convertible Installment Promissory Note, in
the  original  principal  amount of One Million Five Hundred Thousand and No/100
Dollars  ($1,500,000), together with interest accruing thereon at an annual rate
of  twelve percent (12%) per annum (the "Promissory Note"). The Lender also owns
Series  A Preferred Stock, Series A Common Stock Purchase Warrants, and Series B
Common  Stock Purchase Warrants. In March 2006, the Lender agreed to convert the
Promissory Note into 150,000 shares of Series A Preferred Stock, Series A Common

                                       39
<PAGE>

Stock  Purchase  Warrants  entitling  the holder to purchase 2,000,000 shares of
Common  Stock  at  an  exercise  price of one dollar and fifty cents ($1.50) per
share,  and  Series  B  Common  Stock  Purchase Warrants entitling the holder to
purchase  1,000,000  shares of Common Stock at an exercise price of  two dollars
and  twenty  five  cents  ($2.25).

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

      Pursuant  an  oral  consulting  agreement  with  Ranger  Industries, Inc.,
Cytation  paid,  in two installments on January 30, 2006 and February 8, 2006, a
$100,000  consulting  fee  to  Ranger  Industries, Inc., as payment in full, for
services rendered.  Ranger Industries, Inc. is controlled by Charles G. Masters,
the  Chief  Executive  Officer  &  President  of  Cytation  Corp.


     On  January 25 2006, the Company approved Deer Valley entering into a Sales
Contract  with  Steve J. Logan to purchase real property located at 7668 Highway
278  in  Sulligent, Alabama (the "Sulligent Property"). On April 18, 2006, Deer
Valley  purchased  the  Sulligent  Property  from  Steve J. Logan. The Sulligent
Property  consists  of  a  65,992  square  foot  manufacturing  plant located on
approximately  13  acres  of  land.  The Company paid the purchase price for the
Sulligent  Property  of $725,000 in cash. Deer Valley obtained the funds for the
purchase  price  of  the  Sulligent  Property  from its revolving line of credit
described  below under the heading "Financing." Prior to acquiring the Sulligent
Property,  Deer  Valley's plant on the Sulligent Property operated, beginning on
February  20,  2006,  under a short-term lease. Steven J. Logan is the father of
Deer  Valley's  President,  and General Manager, Joel Logan. The purchase of the
Sulligent  Property  was  approved by the disinterested members of Deer Valley's
Board  of  Directors  and  the  Chief Executive Officer of Cytation Corporation.


     The  disinterested  members  of  the  board  of Deer Valley have approved a
consulting  agreement between Deer Valley and Steve J. Logan, the father of Joel
Stephen  Logan,  II,  a Member of the Board of Directors, President, and General
Manager  of  Deer  Valley.  Under  the consulting agreement, Mr. Logan agreed to
remain  as  a  personal  guarantor on a loan on the Guin property and to provide
real  estate  consulting services from time to time, as requested.  Deer Valley,
in return, agreed to pay Mr. Logan $5,000 per month for five years and to assume
the  mortgage  on the Guin property.  Mr. Logan's personal guaranty allowed Deer
Valley  to  obtain a materially lower interest rate than it would have otherwise
been  able  to obtain.  There are no specific minimum hours which Mr. Logan must
work.  There  are no enforcement provisions available to Deer Valley, should Mr.
Logan  refuse to provide consulting services.  To date, the number of consulting
hours  Mr.  Logan  has  provided  has  been  nominal

     Midtown  Partners  &  Co.,  LLC  ("Midtown  Partners"),  an  SEC  and  NASD
registered  broker  dealer,  acted  as  the  placement  agent for the Company in
connection with the Series A Preferred Stock Offering and the Series D Preferred
Stock Offering and was paid commissions as previously disclosed in the Company's
filings.  Christopher Phillips and other Series B Preferred Stockholders have an
ownership  interest  in  Midtown  Partners.

                              CORPORATE GOVERNANCE

AUDIT COMMITTEE

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

                                       40
<PAGE>

AUDIT COMMITTEE FINANCIAL EXPERT

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

AUDIT  COMMITTEE  CHARTER

     The  Board  of Directors has not adopted a written audit committee charter.

NOMINATING  COMMITTEE

     The  Company  does not currently have a standing Nominating Committee.  The
Company feels that it is appropriate not to have a standing Nominating Committee
due  to  the size of the Company. Currently, the Board of Directors, as a whole,
recommends  candidates  who will be nominated as management's slate of directors
at  each  annual  or  special  meeting  of the shareholders.  In connection with
selecting  candidates  for  nomination  to the Board of Directors, including any
nominees  recommended  by  security  holders, the Board of Directors (1) reviews
compliance  by  security  holders  with  the  Company's  nominating  procedures
contained  in  the  Bylaws; (2) reviews information assembled for the purpose of
selecting  candidates  for  nomination  to membership on the Board of Directors,
taking into account the skills and characteristics reflected in the then-current
Board members, and identifies any particular qualifications necessary to augment
the skills, expertise and experience represented on the Board; and (3) following
appropriate  investigation, ascertains the willingness of selected candidates to
serve  and  extends  invitations  to  become  candidates.

     In  identifying  candidates  for  membership on the Board of Directors, the
Board takes into consideration all of the factors that it considers appropriate,
which  may  include  diversity,  knowledge  of  the Company's business and other
related  industries, skills, and experience of the nominee in the context of the
needs  of  the  Board  as  a  whole.  Nominees are selected who have the highest
personal and professional integrity, as well as demonstrated abilities, and whom
the  Board believes will best serve the long-term interests of the stockholders.
The  Board  considers recommendations from stockholders, directors and officers,
in  light  of  upcoming  elections  and actual or expected Board vacancies.  All
candidates, including those recommended by shareholders, are evaluated using the
same  criteria.  The  Board of Directors has not adopted a written charter for a
Nominating  Committee.  Due  to  the size of the Company, the Board of Directors
does not currently have a formal procedure to be followed by security holders in
submitting  recommendations  or  nominations  for  candidates  for  the Board of
Directors.  Security  holders  may  submit  such  recommendations or nominations
directly  to  the  Board  of  Directors at the Company's address, listed on this
Registration  Statement.

     The  Board  has determined that none of the current members of the Board of
Directors are independent within the meaning of the listing standards of NASDAQ.

COMPENSATION  COMMITTEE

     The  Company  does  not have a formal Compensation Committee.  The Board of
Directors,  acting  as a Compensation Committee, meets to discuss and deliberate
on  issues  surrounding  the  terms  and  conditions  of  executive  officer
compensation,  including  base  salaries,  bonuses, awards of stock options, and
reimbursement  of  certain  business-related  costs  and  expenses.

BOARD  MEETINGS

     Directors  are  expected  to attend all or substantially all Board meetings
and  meeting  of  the  committees,  if  any,  on which they serve. Occasionally,
unforeseen  circumstances  may  prevent  a  director  from  attending. All Board
members attended the most recent annual board meeting.

                                       41
<PAGE>

     There  were two telephonic board meetings of the Board of Directors in 2005
with  all  five  directors  in attendance. The board acted nine times in 2005 by
unanimous  consent.  No  incumbent  directors  attended  fewer than seventy-five
percent  of  the  aggregate  of  the  total  number  of meetings of the board of
directors  (held  during  the period for which they have been directors) and the
total  number  of  meetings  held  by  all committees of the board on which they
served  (during  the  periods  which  they  served).

SHAREHOLDER  COMMUNICATION  WITH  THE  BOARD

     At  such  time  as  the  Company  shall  appoint  a  Corporate  Secretary,
shareholders and other parties interested in communicating with any director may
do  so  in  care  of  the  Company's  Corporate  Secretary  by  phone or written
correspondence  pursuant  to  the  contact  information  contained  in  this
Registration  Statement. The Corporate Secretary shall review all correspondence
and  shall  regularly  forward all correspondence to the designated board member
or,  in  the  case  of  correspondence  directed to the Board as a group, to the
Chairman  of  the  Board  (except  that the Corporate Secretary will not forward
commercial correspondence or duplicative correspondence, except that copies will
be  maintained  of all such correspondence). A written log of all correspondence
will  be  maintained  by  the  Corporate  Secretary. All correspondence from the
shareholders relating to accounting, internal controls, or auditing matters will
be  forwarded  to appropriate parties in accordance with procedures developed by
the  Board  with respect to such matters. Until the Company appoints a Corporate
Secretary,  shareholders  or  other parties interested in communicating with any
director  may do so in care of Charles G. Masters, the Company's Chief Executive
Officer,  President,  and  Director,  who  shall  record  and  forward  all
correspondence  in  the  manner  described  above.

                                       42
<PAGE>

                             EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION

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

<TABLE>
<CAPTION>
                                  SUMMARY COMPENSATION TABLE (9)

                                                ANNUAL
                                             COMPENSATION                                LONG-TERM COMPENSATION
                                             ------------                                ----------------------

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

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

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

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

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

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

                                       43
<PAGE>

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

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

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

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

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

                                       44
<PAGE>

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

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

     8)   Amount  relates  to  partial  reimbursement  for  payment  of  taxes
          accrued  in  2004  and  payable  by  shareholder  due  to  status as a
          Subchapter  S  corporation.

     9)   None of  the  nominees  for  director  have  received any compensation
          from  Cytation  Corporation.

STOCK  OPTIONS  AND  STOCK  APPRECIATION  RIGHTS  GRANT  TABLE

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

STOCK  OPTIONS  AND  STOCK  APPRECIATION  RIGHTS  EXERCISE  AND  VALUATION TABLE

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

EMPLOYMENT  AGREEMENTS  WITH  NAMED  EXECUTIVE  OFFICERS

     No  employment agreements were in effect during 2005.  On January 18, 2006,
Deer  Valley entered into the following employment agreements with the following
executive  officers.

     On  January  18,  2006, Deer Valley Homebuilders, Inc. entered into a seven
year  employment agreement with Joel Stephen Logan, II.   Under the terms of Mr.
Logan's  Employment  Agreement,  Mr.  Logan  is  (a) entitled to receive a fixed
annual salary of $52,000, (b) entitled to receive a monthly "hitch bonus" of $60
per  "floor" produced by the Company, (c) is eligible to participate and receive
4.6%  of the net income before taxes of the Company, and (d) entitled to receive
health  benefits  and  coverage,  as  provided by the Company.  By contract, Mr.
Logan  is  entitled  to  serve  on  the  Board  of  Directors  of  Deer  Valley
Homebuilders,  Inc. and Deer Valley Acquisitions, Corp. until the earlier of (a)
the  expiration  of  the  non-compete clause in his Employment Agreement, or (b)
final  payment  under  the  Earnout  Agreement.

     On  January  18,  2006, Deer Valley Homebuilders, Inc. entered into a seven
year employment agreement with Charles L. Murphree, Jr.   Under the terms of Mr.
Murphree's Employment Agreement, Mr. Murphree is (a) entitled to receive a fixed
annual  salary  of  $52,000,  (b) entitled to receive a monthly "hitch bonus" of
$33.33  per  "floor" produced by the Company, (c) is eligible to participate and
receive  2.2% of the net income before taxes of the Company, and (d) entitled to
receive  health  benefits and coverage, as provided by the Company. By contract,
Mr.  Murphree  is  entitled  to  serve  on the Board of Directors of Deer Valley
Homebuilders,  Inc. and Deer Valley Acquisitions, Corp. until the earlier of (a)
the  expiration  of  the  non-compete clause in his Employment Agreement, or (b)
final  payment  under  the  Earnout  Agreement.

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

                                       45
<PAGE>

2%  of  the  net income before taxes of the Company, and (d) entitled to receive
health benefits and coverage, as provided by the Company.By contract, Mr. Lawler
is entitled to serve on the Board of Directors of Deer Valley Homebuilders, Inc.
and  Deer  Valley Acquisitions, Corp. until the earlier of (a) the expiration of
the  non-compete  clause in his Employment Agreement, or (b) final payment under
the  Earnout  Agreement.

STOCK OPTION PLANS

     During 2005, the Company did  not maintain any stock option plans.

COMPENSATION  OF  DIRECTORS

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

         SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The  table  below  sets  forth  information  with respect to the beneficial

ownership  of  our  capital  stock as of June 6, 2006 for (i) any person whom we


know  to be the beneficial owner of more than 5% of our outstanding common stock
(ii)  each  of  our  directors or those nominated to be directors, and executive
officers  and  (iii)  all  of  our  directors and executive officers as a group.

<TABLE>
<CAPTION>
                      SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT(1)

TITLE OF CLASS                       NAME AND ADDRESS             AMOUNT AND NATURE    PERCENTAGE OF CLASS(2)
                                    OF BENEFICIAL OWNER                  OF
                                                                BENEFICIAL OWNERSHIP
<S>                                        <C>                        <C>                     <C>
Common Stock issuable         Charles G. Masters, Director of       1,713,335 (4)             8.6%
upon conversion of Series     Cytation Corp., Chief Executive
B Preferred Stock;            Officer & President of Cytation
Common Stock issuable         Corp.(3)
upon conversion of Series
A Preferred Stock, Series
A Common Stock
Purchase Warrants, and
Series B Common Stock
Purchase Warrants.

Common Stock                 Christopher Portner, Director of          38,332                    *
                             Cytation Corporation(3)              Direct Ownership

Common Stock issuable        Joel Stephen Logan, II, Member           500,000                  2.5%
upon conversion of Series    of the Board of Directors of         Direct Ownership(6)
A Preferred Stock;           Deer Valley Homebuilders, Inc.,
Common Stock issuable        President and General Manager
upon exercise of Series A    of Deer Valley Homebuilders,
and Series B Warrants        Inc.(5)

                                       46
<PAGE>

Common Stock issuable        Charles L. Murphree, Jr.,                333,335                  1.6%
upon conversion of Series    Member of the Board of               Direct Ownership(7)
A Preferred Stock;           Directors of Deer Valley
Common Stock issuable        Homebuilders, Inc., Vice
upon exercise of Series A    President and Regional Sales
and Series B Warrants        Director of Deer Valley
                             Homebuilders, Inc.(5)

Common Stock issuable        John Steven Lawler, Member of            166,668                    *
upon conversion of Series    the Board of Directors of Deer     D irect Ownership(8)
A Preferred Stock;           Valley Homebuilders, Inc.,
Common Stock issuable        Director of Finance, Deer Valley
upon exercise of Series A    Homebuilders, Inc.(5)
and Series B Warrants

Common Stock issuable        Christopher Phillips(3)                5,357,700(9)              27.0%
upon conversion of Series
B Preferred Stock or
Series C Preferred Stock;
Common Stock issuable
upon exercise of Series C
Warrants

Common Stock issuable        Hans Beyer,                             565,933(10)               2.8%
upon conversion of Series    Director Nominee (3)
A and B Preferred Stock;
Common Stock issuable
upon exercise of Series A
and Series B Warrants

All Officers and Directors                                         3,317,603                  16.7%
as a group (5 persons)
</TABLE>
* Less than 1%.


(1)  Nominees  for director Dale Phillips and John Giordano own no securities of
     Cytation  Corporation.



(2)  Applicable  percentage  of  ownership  is  based on (i) 1,000,000 shares of
     common  stock  being  issued  and  outstanding  as of June 6, 2006, (ii) an
     aggregate  of  9,941,627 shares of common stock which are issuable upon the
     conversion  of  745,622  shares  of  the  Company's  Series  A  Convertible
     Preferred  Stock  currently  issued  and outstanding, (iii) an aggregate of
     4,945,100  shares of common stock which are issuable upon the conversion of
     49,451  shares  of  the  Company's  Series  B  Convertible  Preferred Stock
     currently  issued and outstanding, (iv) an aggregate of 2,675,000 shares of
     common stock which are issuable upon the conversion of 26,750 shares of the
     Company's  Series  C  Convertible  Preferred  Stock  currently  issued  and
     outstanding,  and  (v) an aggregate of 880,540 shares of common stock which
     are  issuable  upon  the conversion of 132,081 shares of Series D Preferred
     Stock . Calculations do not include outstanding warrants, options, or other
     rights issued by the Company, unless the reporting person is the beneficial
     owner  of  the  warrant,  option,  or  other right. Beneficial ownership is
     determined  in  accordance  with  the rules of the Commission and generally
     includes  voting  of investment power with respect to securities. Shares of
     common  stock  subject to securities exercisable or convertible into shares
     of  common  stock  that  are  exercisable or exercisable within 60 days are
     deemed  to be beneficially owned by the person holding such options for the
     purpose  of  computing the percentage of ownership of such persons, but are
     not  treated  as  outstanding  for  the purpose of computing the percentage
     ownership  of any other person. Unless otherwise noted, we believe that all
     shares  are beneficially owned and that all persons named in the table have
     sole voting and investment power with respect to all shares of common stock
     owned  by  them.


                                       47
<PAGE>

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


(4)  Includes  (a)  1,630,000  common  shares issuable upon conversion of 16,300
     shares  of the Company's Series B Preferred Stock directly owned by Charles
     G.  Masters,  (b)  33,334  common  shares issuable upon conversion of 2,500
     shares  of the Company's Series A Preferred Stock owned by Charles Masters'
     spouse,  (c)  33,334  common shares issuable upon exercise of the Company's
     Series  A  Common  Stock Purchase Warrant owned by Charles Masters' spouse,
     and (d) 16,667 common shares issuable upon exercise of the Company's Series
     B  Common  Stock Purchase Warrant owned by Charles Masters' spouse. Charles
     G.  Masters  disclaims  beneficial  ownership  of  securities  owned by his
     spouse,  except  to  the  extent of his pecuniary interest therein, and the
     inclusion  of  these shares in this filing shall not be deemed an admission
     of  beneficial  ownership  of  all  of  the reported shares for purposes of
     Section  16  or  for  any  other  purpose.



(5)  Unless ohterwise indicated, the mailing address of the shareholder is 205
     Carriage St., Guin, Alabama 35563.


(6)  Includes  (a) 200,000 common shares issuable upon exercise of the Company's
     Series  A Preferred Stock; (b) 200,000 common shares issuable upon exercise
     of  the  Company's  Series A Common Stock Purchase Warrant, and (c) 100,000
     common shares issuable upon exercise of the Company's Series B Common Stock
     Purchase  Warrant.

(7)  Includes  (a) 133,334 common shares issuable upon exercise of the Company's
     Series  A Preferred Stock, (b) 133,334 common shares issuable upon exercise
     of  the  Company's  Series  A Common Stock Purchase Warrant, and (c) 66,667
     common shares issuable upon exercise of the Company's Series B Common Stock
     Purchase  Warrant.

(8)  Includes  (a)  66,667 common shares issuable upon exercise of the Company's
     Series  A  Preferred Stock, (b) 66,667 common shares issuable upon exercise
     of  the  Company's  Series  A Common Stock Purchase Warrant, and (c) 33,334
     common shares issuable upon exercise of the Company's Series B Common Stock
     Purchase  Warrant.





(9)  Includes  (a)  302,500 common shares issuable upon conversion of 303 shares
     of  the Company's Series B Preferred Stock owned by Famalom, LLC, an entity
     for which Christopher Phillips serves as the managing member, (b) 2,675,000
     common  shares  issuable  upon  conversion of 2,675 shares of the Company's
     Series  C  Preferred Stock owned by Total CFO, LLC, an entity for which Mr.
     Phillips  serves  as  the  managing  member, (c) 2,000,000 shares of common
     stock  which are issuable upon exercise of a Series C Warrant held by Total
     CFO,  LLC,  an entity for which Mr. Phillips serves as the managing member,
     and (d) 190,100 common shares issuable upon conversion of 190 shares of the
     Company's  Series  B  Preferred  Stock  indirectly  owned  by nature of Mr.
     Phillip's  ownership  of  Apogee Financial Investments, Inc. The conversion
     rights  of each holder of outstanding shares of Series C Preferred Stock is
     limited  in the certificate of designations, preferences and rights of such
     stock, and the exercise rights in the Series C Warrant issued to Total CFO,
     LLC  are  limited,  so,  in  each  instance,  the holder is not entitled to
     convert  any Series C Preferred Stock, or exercise any Series C Warrant, to

                                       48
<PAGE>

     the  extent that, after such conversion, the sum of the number of shares of
     common  stock  beneficially  owned  by such holder and its affiliates, will
     result in beneficial ownership of more than 4.99% of the outstanding shares
     of  common  stock.  In  addition,  rights  and  designation of the Series C
     Preferred Stock are restricted so that the holder of the Series C Preferred
     Stock  does  not  vote  greater  then  4.99%  of  the  Company's issued and
     outstanding  capital stock. The Company has voluntarily elected to disclose
     Mr.  Phillips'  ownership  interest on this beneficial ownership table even
     though  he  is not a director, officer, and the Series C Preferred Stock is
     subject  to  such  conversion  and  voting  limitations.  As  a result, the
     inclusion  of  Series  C  Preferred  Stock and the Series C Warrant in this
     Filing  shall  not be deemed an admission of beneficial ownership of all of
     registered  securities  under  Section  16  or  for  any  other purpose. In
     addition, Christopher Phillips disclaims beneficial ownership of securities
     owned  by  Famalom,  LLC, Total CFO, LLC, and Apogee Financial Investments,
     Inc.,  except  to  the  extent  of  his pecuniary interest therein, and the
     inclusion  of  these shares in this Filing shall not be deemed an admission
     of  beneficial  ownership  of  all  of the reported shares or for any other
     purpose.



(10) Includes  (a)  13,333 common shares issuable upon exercise of the Company's
     Series  A  Preferred stock, (b) 13,333 common shares issuable upon exercise
     of  the  Company's Series A Common Stock Purchase Warrant, (c) 6,667 common
     shares  issuable  upon  exercise  of  the  Company's  Series B Common Stock
     Purchase  Warrant,  (d)  342,500  shares  of common stock issuable upon the
     conversion  of  342.5  shares of Series B Convertible Preferred Stock owned
     indirectly through Daedalus Consulting, Inc., and (3) 190,100 common shares
     issuable  upon  conversion  of  1,901  shares  of  the  Company's  Series B
     Preferred  Stock  indirectly  owned  by  nature  of  Mr.  Beyer's  indirect
     ownership  of  Apogee  Financial  Investments,  Inc.  Mr.  Beyer  disclaims
     beneficial  ownership  of securities owned by Daedalus Consulting, Inc. and
     Apogee  Financial  Investments, Inc., except to the extent of his pecuniary
     interest  therein,  and  the inclusion of these shares in this Filing shall
     not  be  deemed an admission of beneficial ownership of all of the reported
     shares  or  for  any  other  purpose.


                        CHANGE IN CONTROL AND ACQUISITION

     On  January  18, 2006, the Company entered into the Securities Purchase and
Share  Exchange  Agreement,  (the  "Securities  Purchase  and  Share  Exchange
Agreement")  by and among the Company, Richard A. Fisher, Kevin J. High, certain
purchasers  of  the  Company's  Series  A  Convertible Preferred Stock, DVA, the
shareholders of DVA, and Vicis Capital Master Fund (the "Lender").

     SERIES  A  PREFERRED  STOCK  OFFERING  AND  DEBT  FINANCING

     On  January  18,  2006,  the  Company  closed  on  a  private  placement of
approximately  $5,202,735  of  Series  A  Preferred  Stock.  Pursuant  to  the
Securities  Purchase and Share Exchange Agreement, dated as of January 18, 2006,
the Company issued and sold to the Purchasers, and the Purchasers purchased from
the Company, (a) 520,274 shares of Series A Preferred Stock, (b) Series A Common
Stock  Purchase Warrants entitling the holders to purchase up to an aggregate of
6,936,980  shares  of  Common Stock at an exercise price of one dollar and fifty
cents  ($1.50)  per  share,  and  (c)  Series  B  Common Stock Purchase Warrants
entitling  the  holders  to  purchase  up to an aggregate of 3,468,490 shares of
Common  Stock  at an exercise price of two dollars and twenty five cents ($2.25)
per  share  (the "Series A Preferred Stock Offering").  See, "CAPITAL STRUCTURE"
below  for  description  of  Series  A  Preferred  Stock,  Series A Common Stock
Purchase  Warrants,  and  Series  B  Common  Stock  Purchase  Warrants.


     Since  January  18,  2006,  Cytation  Corporation  hasissued  an additional
$2,253,480  (or  225,248  shares) of Series A Preferred Stock, Series A Warrants
exercisable  for  3,004,640  shares  of  common  stock,  and  Series  B Warrants
exercisable  for  1,502,320  shares  of  common  stock. Such amounts include the
securities  issued  in  connection  with  the  Debt  Conversion described in the
immediately  following paragraph. Cytation has sold the Series A Preferred Stock
and  warrants  to  institutional,  accredited,  and  a  limited  number  of
non-accredited  investors  pursuant to Rule 506 promulgated by the United States
Securities and Exchange Commission under the Securities Act of 1933, as amended.


     Also,  on  January  18,  2006,  the  Company  issued  its  Interest Bearing
Non-Convertible  Installment  Promissory  Note  (the  "Promissory Note"), in the
                                                       ---------------

                                       49
<PAGE>

original  principal  amount  of  One  Million  Five  Hundred Thousand and No/100
Dollars  ($1,500,000), together with interest accruing thereon at an annual rate
of  twelve  percent  (12%)  per annum. In March 2006, Vicis Capital Master Fund,
Inc. (the "Lender") agreed to convert the Promissory Note into 150,000 shares of
Series  A Preferred Stock, Series A Common Stock Purchase Warrants entitling the
holder  to purchase 2,000,000 shares of Common Stock at an exercise price of one
dollar  and  fifty  cents ($1.50) per share, and  Series B Common Stock Purchase
Warrants entitling the holder to purchase 1,000,000 shares of Common Stock at an
exercise  price  of  two  dollars  and  twenty  five  cents  ($2.25)  (the "Debt
                                                                            ----
Conversion").
- ----------

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


     Midtown  Partners  &  Co.,  LLC  ("Midtown  Partners"),  an  SEC  and  NASD
registered  broker  dealer,  acted  as  the  placement  agent for the Company in
connection  with  the  Series  A  Preferred Stock Offering.  Midtown Partners is
located  in  Tampa,  Florida.  In  connection  with the Series A Preferred Stock
Offering,  the Company paid Midtown Partners a cash commission equal to $490,274
and  issued  (a)  Series BD-1 Common Stock Purchase Warrants to Midtown Partners
entitling  Midtown  Partners  to purchase 899,162 shares of the Company's common
stock  at  an exercise price of  seventy five cents ($.75) per share, (b) Series
BD-2  Common  Stock  Purchase  Warrants  to  Midtown  Partners entitling Midtown
Partners to purchase 899,162 shares of the Company's common stock at an exercise
price  of  one  dollar  and  fifty  cents ($1.50) per share, and (c) Series BD-3
Common Stock Purchase Warrants to Midtown Partners entitling Midtown Partners to
purchase  899,162  shares  of the Company's common stock at an exercise price of
two  dollars  and twenty five cents ($2.25) per share.  See, "CAPITAL STRUCTURE"
below  for  description  of  Series  BD-1,  BD-2,  and  BD-3  Warrants.

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

     Except  for  the  matters  discussed  immediately  below,  to  Cytation's
knowledge,  no  holder of Series A Preferred Stock was an affiliate of, or was a
party  to  a  material contact with, any holder of Series B Preferred Stock, any
holder  of  Series  C  Preferred  Stock,  or  the  former  owners of Deer Valley
Homebuilders, Inc.  The former owners of Deer Valley Homebuilders, Inc. acquired
$500,000,  in  the aggregate, of Series A Preferred Stock using a portion of the
proceeds from the $6,000,000 cash purchase price received upon completion of the
sale  of  100%  of  the  issued  and  outstanding  capital  stock of Deer Valley
Homebuilders,  Inc.  In  addition,  the father of Joel Logan, a former owner and
current  officer  of  Deer Valley Homebuilders, Inc., purchased 15,000 shares of
Series  A  Preferred  Stock  (and  related  Series A and Series B  warrants) for
$150,000.  Edwin  McGusty,  an  employee  of  Midtown  Partners  & Co., LLC, the
placement  agent for the Series A Preferred Offering, purchased 10,000 shares of
Series  A  Preferred  Stock  (and  related  Series A and Series B  warrants) for
$100,000.  Hans Beyer, an owner of Daedalus Consulting, an owner of 3,425 shares
of  Series B Preferred Stock, purchased 1,000 shares of Series A Preferred Stock
(and  related  Series  A  and  Series  B  warrants)  for  $10,000.  Max Frye, an
employee  of  Deer Valley Homebuilders, Inc. purchased 3,750 shares of  Series A
Preferred  Stock  (and  related  Series  A  and Series B  warrants) for $37,500.


     Some affiliates of Deer Valley Homebuilders, Inc. ("Deer Valley") purchased
shares  in  the  Series  A Preferred Stock Offering, which closed on January 18,
2006. The following eight former owners of Deer Valley purchased an aggregate of
$500,000  in  shares  of  Series  A Convertible Preferred Stock, Series A Common
Stock  Purchase  Warrants,  and  Series  B  Common Stock Purchase Warrants: Joel

                                       50
<PAGE>

Logan,  Charles  Murphree,  John Steven Lawler, James David Shaw, William Joseph
Aycock,  Jr.,  Jerry  Ray  Cooper, Jr., Timm Gann, and Jimmy Ray Hawkins. In the
aggregate,  the eight former owners of Deer Valley acquired (a) 66,666 shares of
Series  A  Convertible Preferred Stock convertible into 666,666 shares of common
stock,  (b)  Series  A  Common  Stock  Purchase Warrants exercisable for 666,666
shares  of  common  stock,  and  (c)  Series  B  Common  Stock Purchase Warrants
exercisable  for  666,666  shares  of  common  stock.


     The  proceeds  from  the  Series  A  Preferred  Stock Offering and the Loan
referenced  above  were  used as follows: (a) $6,000,000 to purchase 100% of the
issued  and  outstanding  capital  stock  of Deer Valley Homebuilders, Inc., (b)
$636,871  as  payment  of  commissions  to  Midtown Partners & Co., LLC, and (c)
$294,344  for  working  capital and payment of accountant, legal, consulting and
miscellaneous  offering  expenses.


     In  connection  with the Series A Preferred Stock financing, pursuant to an
Investor  Rights Agreement dated January 18, 2006, if the Company did not file a
registration  statement  registering  the resale of the Series A Preferred Stock
and  related warrants within sixty days after January 18, 2006, then, in lieu of
monetary  damages  or  specific performance, the Company agreed to issue to each
purchaser  of  Series  A  Convertible Preferred Stock (a "Series A Investor") an
additional  Series A Common Stock Purchase Warrant exercisable for the number of
shares  of  Common Stock equal to 1.5% of the sum of (i) the number of shares of
Common  Stock  issuable  upon conversion of the Series A Preferred Stock held by
each  such  Series  A  Investor,  and  (ii) the number of shares of common stock
issuable  upon  exercise  of  the  Series  A  Warrant held by each such Series A
Investor  (a "Filing Penalty"). The Company filed this registration statement on
April  19, 2006. As a result, as a Filing Penalty, the Company must issue to the
Series  A Investors Series A Warrants exercisable, in the aggregate, for 298,250
of Common Stock. Because the Registration Statement has been filed no additional
Filing  Penalty  will accrue. As of the date of this registration statement, the
Company has not yet issued the additional Series A Warrants issuable as a Filing
Penalty.



     Also,  pursuant to an Investor Rights Agreement dated January 18, 2006, the
Company  agreed that if this registration statement is not declared effective by
the  United  States  Securities  and  Exchange Commission (the "SEC") within one
hundred eighty days after January 18, 2006 (the "Effective Date"), then, in lieu
of monetary damages or specific performance, and for each additional thirty (30)
day  period  after  the  Effective  Date that this registration statement is not
declared  effective,  the Company is required to issue to each Series A Investor
an  additional  Series  A Warrant exercisable for the number of shares of common
stock  equal  to  1.5%  of  the  sum of (i) the number of shares of common stock
issuable  upon conversion of the Series A Preferred Stock into common stock held
by  each  such  Series A Investor, and (ii) the number of shares of common stock
issuable  upon  exercise  of  the  Series  A Warrants held by each such Series A
Investor; provided, however, in no event shall the aggregate number of shares of
common  stock  issuable  upon  exercise  of  the  Series  A  Warrants  issued in
connection  with  the  effectiveness  of  the Registration Statement exceed nine
percent  (9.0%)  of  the  common  stock issuable upon conversion of the Series A
Preferred  Stock and upon exercise of the Series A Warrants originally issued on
January  18,  2006  (the  "Effective Date Penalty").  The initial Effective Date
Penalty  has not yet accrued.  The maximum Effective Date Penalty is issuance of
a Series A Warrant exercisable, in the aggregate, for 1,789,492 shares of Common
Stock.



     See  page  59,  under  the  heading  "OPTIONS AND WARRANTS CONVERTIBLE INTO
COMMON  SHARES"  for  a  more  detailed description of the terms of the Series A
Warrants  issuable  as  a  Filing  Penalty  and  Effective  Date  Penalty.


     SHARE  EXCHANGE

     On  January  18,  2006,  the Company completed a share exchange pursuant to
which  the  Company acquired 100% of the issued and outstanding capital stock of

Deer Valley Acquisitions, Corp. (the "Share Exchange"). Deer Valley Acquisitions
Corp.  became  a  wholly-owned subsidiary of Cytation Corporation as a result of
the  Share  Exchange.  Pursuant to the Share Exchange Agreement, in exchange for

100%  of  the  issued  and outstanding common stock of Deer Valley Acquisitions,
Corp.,  the  Company issued the following securities to the shareholders of Deer
Valley  Acquisitions,  Corp.: (a) issued 49,451 shares of the Company's Series B
Preferred  Stock,  (b)  26,750 shares of the Company's Series C Preferred Stock,
and  (c)  Series  C Common Stock Purchase Warrants to Midtown Partners entitling
Midtown  Partners  to purchase 2,000,000 shares of the Company's common stock at
an  exercise  price  of  seventy  five  cents  ($.75)  per  share. See, "CAPITAL
STRUCTURE" below for description of Series B Preferred Stock, Series C Preferred
Stock  and  Series  C  Common  Stock  Purchase  Warrants.

                                       51
<PAGE>

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

     ADDITIONAL  WARRANT

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

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

     ACQUISITION

     Pursuant  to  the  Share  Exchange, Deer Valley Acquisitions Corp. became a
wholly-owned  subsidiary  of  Cytation  Corporation.  Immediately  thereafter,
pursuant  to  the  Capital  Stock  Purchase Agreement dated November 1, 2005, as
amended,  Deer Valley Acquisitions Corp., acquired one hundred percent (100%) of
the  issued and outstanding capital stock of Deer Valley Homebuilders, Inc. Upon

completion  of the acquisition of the capital stock of Deer Valley Homebuilders,
Inc.,  Deer  Valley  Homebuilders,  Inc.  became  an  indirectly  wholly-owned
subsidiary  of  Cytation Corporation. Pursuant to the terms of the Capital Stock
Purchase  Agreement,  DVA purchased one hundred percent (100%) of the issued and
outstanding capital stock of Deer Valley Homebuilders, Inc. for $6,000,000 cash.
An additional portion of the purchase price is calculated and paid as an earnout
to  the former owners of Deer Valley Homebuilders, Inc., pursuant to the Earnout
Agreement,  based  upon the net income before taxes of Deer Valley Homebuilders,
Inc. during the next five (5) years up to a maximum of an additional $6,000,000.
Cytation Corporation engaged acquired Deer Valley Homebuilders, Inc. in order to
acquire  a  profitable  manufacturing  operating  subsidiary.

     A  vote of the shareholders of Cytation Corporation was not required to (a)
acquire  one  hundred percent (100%) of the issued and outstanding capital stock
of  Deer  Valley  Homebuilders, Inc., or (b) issue the Series A Preferred Stock,
Series  B  Preferred  Stock,  Series  C  Preferred Stock or related warrants. An
affirmative  vote  of the holders of a majority of the outstanding voting shares
is  required  to  increase  the  authorized  capital  stock.  The  increase  in
authorized  capital  stock  is  the  subject  of  Proposal  No.  3  above.

     As  a  result  of the transaction, Cytation Corporation has issued Series A
Preferred  Stock,  Series  B Preferred Stock, and Series C Preferred Stock.  See
CAPITAL  STRUCTURE  below  for  a  discussion  of  the  rights, preferences, and
designations  of  the  Series  A  Preferred Stock, Series B Preferred Stock, and
Series  C  Preferred  Stock.

     Upon  completion of the acquisition, Deer Valley Homebuilders, Inc. entered
into  Employment  Agreements  with  Joel Stephen Logan, II, Charles L. Murphree,
Jr., John Steven Lawler. See EMPLOYMENT AGREEMENTS WITH NAMED EXECUTIVE OFFICERS
for  additional information concerning these Employment Agreements. By contract,

Mr.  Logan,  Mr.  Murphee,  and Mr. Lawler are entitled to serve on the Board of

Directors  of Deer Valley Homebuilders, Inc. and Deer Valley Acquisitions, Corp.
until  the  earlier  of  (a)  the  expiration  of  the non-compete clause in his
Employment  Agreement,  or  (b)  final  payment  under  the  Earnout  Agreement.

     We  have  treated the transaction using purchase accounting methods, and we
have  not treated the transaction as a "reverse acquisition" or "reverse merger"
for accounting purposes.  Deer Valley Homebuilders, Inc. expenses payments under

                                       52
<PAGE>

its  Employment  Agreements  with  Messrs.  Logan,  Murphree,  and  Lawler  as
compensation  is  earned.  If  compensation  is  earned  but  not paid, then the
compensation  is  accrued  as  a liability on Deer Valley's balance sheet.  Deer
Valley  Homebuilders,  Inc.  chose  this  accounting  treatment  based upon FASB
Concepts  Statement  No. 6, paragraphs 139 through 142.  The Company has adopted
SFAS  123R,  beginning  with  on  January  1,  2006.

     Deer  Valley Homebuilders Inc.'s manufactured and modular homes are subject
to  local  zoning  and  housing  regulations.  Installation of homes and utility
connections are subject to state and local regulation, and must be complied with
by the dealer or other person installing the home.  Deer Valley does not install
homes  or  connect  utilities to homes.  A number of states require manufactured
and  modular home producers to post bonds to ensure the satisfaction of consumer
warranty  claims.  Several  states  have  licensing  requirements  governing the
delivery of manufactured and modular homes.  Deer Valley has complied with these
requirements  in  Alabama,  Mississippi,  Louisiana, Arkansas, Georgia, Florida,
North  Carolina,  South  Carolina,  Tennessee,  Kentucky,  Indiana,  Illinois,
Missouri,  Oklahoma,  and  Texas.  Many  of  these states require that companies
renew  their  license  applications  or  notify  the  state  after  a  change in
ownership.  Deer  Valley  is in the process of notifying states of the change in
its  ownership  and  renewing  its  licenses, when required.  Some of the states
which  require  renewal  of  licenses  have  waived  the  renewal  requirement.

     There  is  no  material  relationship  between  Cytation Corporation or its
affiliates,  or  any  director or officer of Cytation Corporation, and any other
party  to  the  Capital  Stock Purchase Agreement other than with respect to the
transactions  contemplated  in  the  Capital  Stock  Purchase  Agreement,  or as

disclosed  in  this  Registration Statement. Upon completion of the acquisition,

the  former  owners  of Deer Valley Homebuilders, Inc. acquired less than a five
percent  (5%)  ownership  interest  in  Cytation  Corporation.

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

     SERIES  D  PREFERRED  STOCK  OFFERING

     On  April  17,  2006,  the  Company  closed  on  a  private  placement  of
approximately  $1,320,810  of  Series D Preferred Stock.  The Company issued (a)
132,081  shares  of  Series  D  Preferred  Stock  and  (b) Series E Common Stock
Purchase  Warrants  entitling  the  holders  to  purchase  up to an aggregate of
880,540 shares of Common Stock at an exercise price of three dollars ($3.00) per
share (the "Series D Preferred Stock Offering").  See, "CAPITAL STRUCTURE" below
for  description  of Series D Preferred Stock and Series E Common Stock Purchase
Warrants.

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

     Midtown  Partners  &  Co.,  LLC  ("Midtown  Partners"),  an  SEC  and  NASD
registered  broker  dealer,  acted  as  the  placement  agent for the Company in
connection  with  the  Series  A  Preferred  Stock Offering. Midtown Partners is
located  in  Tampa,  Florida.  In  connection  with the Series D Preferred Stock
Offering,  the Company paid Midtown Partners a cash commission equal to $99,180,
and  payment of $19,836 for non-accountable expenses, and issued (a) Series BD-4
Common Stock Purchase Warrants to Midtown Partners entitling Midtown Partners to
purchase 61,120 shares of the Company's common stock at an exercise price of one
dollar  and  fifty  cents  ($1.50)  per  share  and (b) Series BD-5 Common Stock
Purchase  Warrants  to  Midtown  Partners entitling Midtown Partners to purchase
61,120  shares  of  the  Company's  common  stock  at an exercise price of three
dollars  ($3.00)  per  share.  See, "CAPITAL STRUCTURE" below for description of
Series  BD-4  and  BD-5  Warrants.

                            DESCRIPTION OF SECURITIES

CAPITAL STRUCTURE

     Our  authorized  capital  consists of 2,000,000 shares of common stock, par
value $.001 per share (these shares are referred to herein as "common shares" or

                                       53
<PAGE>


"common  stock"),  and  1,140,000  shares of preferred stock, par value $.01 per

share  (these  shares  are referred to herein as "preferred shares or "preferred
stock"),  having such rights, preferences, privileges and restrictions as may be
designated from time-to-time by our board of directors. On January 18, 2006, our
board  of  directors  designated (a) 750,000 of the preferred shares as Series A
Convertible  Preferred  Stock  (these shares are referred to herein as "Series A
Preferred  Stock"),  with  the  rights, preferences, privileges and restrictions
described  below,  (b)  49,451  of  the preferred shares as Series B Convertible
Preferred  Stock  (these  shares  are  referred to herein as "Series B Preferred
Stock"),  with  the  rights,  preferences, privileges and restrictions described
below,  and (c) 26,750 of the preferred shares as Series C Convertible Preferred
Stock  (these shares are referred to herein as "Series C Preferred Stock"), with
the  rights, preferences, privileges and restrictions described below. Our board
of  directors designated 300,000 of the preferred shares as Series D Convertible
Preferred  Stock  (these  shares  are  referred to herein as "Series D Preferred
Stock"),  with  the  rights,  preferences, privileges and restrictions described
below. As of June 6, 2006, there were issued and outstanding 1,000,000 shares of
Common  Stock,  745,622  shares  of  Series  A Preferred Stock, 49,451 shares of
Series B Preferred Stock, 26,750 shares of Series C Preferred Stock, and 132,081
shares  of  Series  D  Preferred  Stock. Our shares of Common Stock were held by
approximately  320  stockholders  of  record  as  of  that  date.


     On  April 17, 2006, the Company completed a private placement of $1,320,810
of  its  Series  D  Convertible  Preferred  Stock  (the "Series D Offering"). In
connection  with the Series D Offering, the Company issued (a) 132,081 shares of
its  Series D Convertible Preferred Stock and (b) Series E Common Stock Purchase
Warrants  entitling  the holder to purchase up to an aggregate of 880,540 shares
of  its  Common  Stock  at an exercise price of three dollars ($3.00) per share.



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



     Midtown  Partners  &  Co.,  LLC  ("Midtown  Partners"),  an  SEC  and  NASD
registered  broker  dealer,  acted  as  the  placement  agent for the Company in
connection  with  the issuance of Series D Convertible Preferred Stock.  Midtown
Partners  is  located  in  Tampa,  Florida.  In  connection  with  the  Series D
Offering,  Midtown  Partners  is  entitled  to receive cash commissions equal of
$99,181,  plus  payment of $19,836 as reimbursement of non-accountable expenses.
Midtown Partners & Co., LLC is also entitled to receive (a) a Series BD-4 Common
Stock  Purchase  Warrant entitling Midtown Partners to purchase 66,121 shares of
the  Company's  common  stock at an exercise price of one dollar and fifty cents
($1.50)  per  share,  and  (c)  a  Series  BD-5  Common  Stock Purchase Warrants
entitling  Midtown  Partners  to  purchase 66,121 shares of the Company's common
stock  at  an  exercise  price  of  three  dollars  ($3.00)  per  share.



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


     We  currently  do not have enough common stock to issue upon the conversion
of  all  or  a material portion of our issued and outstanding Series A Preferred

Stock,  Series  B  Preferred Stock, Series C Preferred Stock, Series D Preferred
Stock  and  the  issued  and  outstanding  Series A Warrants, Series B Warrants,
Series  C  Warrants, Series D Warrant, Series E Warrants, and Series BD Warrants

described  below.  Although  we currently do not have enough stock to issue upon
the  conversion  or exercise of such securities, management currently intends to
record  such  securities as equity on our balance sheet as of March 31, 2006 for
the  following  reasons:

     (1)  A shareholder  holding  proxies  to  vote  no  less than 50.01% of the
          voting  capital  stock  of  the Company has acknowledged and agreed to
          vote  their  shares  to  increase  our  authorized  common  stock from
          2,000,000  shares  to  100,000,000  share  at  our shareholder meeting

          currently  scheduled  to  occur  on  or  about  July 7, 2006. Upon the


                                       54
<PAGE>

          occurrence  of  such  proposed  increase,  we  will  have  sufficient
          common  stock  to issue upon conversion or exercise, as applicable, of
          all  issued Series A Preferred Stock, Series B Preferred Stock, Series
          C Preferred Stock, Series D Preferred Stock, Series A Warrants, Series
          B  Warrants,  Series  C Warrants, Series D Warrant, Series E Warrants,
          and  Series  BD  Warrants.

     (2)  No Series  A  Preferred  Stock,  Series  B  Preferred  Stock, Series C
          Preferred Stock, or Series D Preferred Stock is convertible before the
          earlier  of  (a)  the effective date of our registration statement, or
          (b)  one  (1) year from the date of issuance. In addition, no Series A

          Warrants,  Series  B  Warrants,  Series  C Warrants, Series D Warrant,
          Series  E  Warrants,  or Series BD Warrants are exercisable before the
          effective  date of our registration statement. Upon conversion of each
          Series  of  Preferred  Stock,  or  upon  exercise  of  each  Series of
          Warrants,  by  the holder, the Company can settle its obligations upon
          such  conversion  or exercise, as applicable, by delivering registered
          or  unregistered  common  stock.  Pursuant  to  the  Investor  Rights
          Agreement  dated  January  18,  2006,  if  the Company does not file a
          registration statement by certain target dates, registering the common
          shares  issuable upon conversion of the Series A Convertible Preferred
          Stock,  and issuable upon exercise of the Series A Warrants and Series
          B  Warrants, and such registration statement is not declared effective
          by  certain  additional  target dates, then the Company is required to
          issue, as a penalty, its unregistered Series A Warrants to the holders
          of the Series A Convertible Preferred Stock. Under the Investor Rights
          Agreement,  the  maximum aggregate penalty incurred by the Company for
          failure  to timely have the registration statement declared effective,
          is  the  issuance  of  Series A Warrants exercisable for the number of
          common  shares  equal  to  nine  (  9 %) percent of the sum of (a) the
          number  of shares issuable upon conversion of the Series A Convertible
          Preferred Stock, and (b) the number of shares issuable upon conversion
          of  the  Series  A  Warrants  (the  "Penalty  Warrants").  The Penalty
          Warrants  may  be unregistered securities, and, as liquidated damages,
          is  the  sole  penalty available upon failure to have the registration
          statement  declared  effective.



COMMON SHARES

     Our  common  shareholders are entitled to one vote per share on all matters
to be voted upon by those shareholders and are not entitled to cumulative voting
for  the  election of directors. Subject to the rights of our Series A Preferred
Stock to receive preferential dividends, our common shareholders are entitled to
receive  ratably,  with  the  holders  of  Series  B  Preferred Stock,  Series C
Preferred  Stock,  and  Series  D  Preferred  Stock, in dividends as they may be
declared  by  our  board  of  directors  out of funds legally available for that
purpose.  Subject to (a) the rights of our Series A Preferred Stock to receive a
preferential payment, in an amount equal to stated value plus accrued dividends,
upon  liquidation,  dissolution, or winding up of the Company, (b) the rights of
our  Series B Preferred Stock to receive a preferential payment, in an aggregate
amount of $100,000, upon liquidation, dissolution, or winding up of the Company,
and  (c)  the  rights  of our Series C Preferred Stock to receive a preferential
payment,  in  an aggregate amount of $100,000, upon liquidation, dissolution, or
winding  up  of  the  Company, our common shareholders will be entitled to share
ratably,  with  the  holders  of Series B Preferred Stock and Series C Preferred
Stock on an as-converted basis, in all of the assets which are legally available
for  distribution, after payment of all debts and other liabilities.  Our common
shareholders  have no preemptive, subscription, redemption or conversion rights.
All  of  our  currently outstanding common shares are validly issued, fully paid
and  non-assessable.

PREFERRED SHARES

     We  may  issue our preferred shares from time to time in one or more series
as  determined by our board of directors. The voting powers and preferences, the
relative  rights  of  each  series,  and  the  qualifications,  limitations  and
restrictions  thereof  may  be established by our board of directors without any
further  vote  or  action  by  our  shareholders.  None of our preferred stock
has a redemption date.

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<PAGE>

         SERIES A PREFERRED STOCK

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

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

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

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

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

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

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

     -    VOTING  RIGHTS-The  holders  of  Series  A  Preferred  stock  have the
          right  to  vote on an as-converted basis, with our common shareholders
          on  all  matters submitted to a vote of our shareholders. In addition,
          we cannot, without the prior approval of the holders of at least fifty
          percent  (50%)  of our then issued and Series A Preferred Stock voting
          as  a  separate  class:

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

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

                                       56
<PAGE>

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

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

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

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

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

   SERIES B PREFERRED STOCK

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

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

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

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

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

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

                                       57
<PAGE>

   SERIES C PREFERRED STOCK

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

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

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

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

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

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

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

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

   SERIES D PREFERRED STOCK

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

     -    RANK- Our  Series  D  Preferred  Stock  ranks  junior  to our Series A
          Preferred  Stock,  ranks  pari passu with our Series B Preferred Stock
          and  Series  C  Preferred Stock as to an initial aggregate liquidation
          preference,  and  ranks pari passu, on an as converted basis, with our
          common  stock,  as  to  all  other  matters,  including voting rights,
          payment  of  dividends,  and liquidation, after payment of the initial
          liquidation  preference  of  $100,000  to  the  holders  of  Series  B
          Preferred Stock and Series C Preferred Stock and of $30,000 to holders
          of  Series  D  Preferred  Stock.

     -    CONVERSION-Each  1.5  outstanding  shares  of  Series  D  Convertible
          Preferred  Stock shall automatically be converted into ten (10) shares
          of  Common Stock upon the shareholders' approval of an increase in the
          authorized  shares  of  common  stock  of  the  Company.

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

     -    LIQUIDATION  RIGHTS-In  the  event  of  any  liquidation,  dissolution
          or  winding-up  of the Company, either voluntary or involuntary, after

                                       58
<PAGE>

          payment  of  any  liquidation  preference  to  the holders of Series A
          Preferred  Stock, the holders of Series D Preferred Stock are entitled
          to receive an initial aggregate liquidation preference of $30,000, and
          then  the  holders  of  Series  D  Preferred  Stock  are  entitled  to
          participate  ratably,  on an as-converted basis, with our common stock
          as  to  any  distribution  of  assets.

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

     OPTIONS AND WARRANTS CONVERTIBLE INTO COMMON SHARES


     As of June 6, 2006, there were outstanding Series A Common Stock Purchase

Warrants  entitling  the  holders  to  purchase  up to an aggregate of 9,941,641
shares  of  Common  Stock  at  an  exercise  price of one dollar and fifty cents
($1.50)  per  share.  A Series A warrant is exercisable, in whole or in part, at
any  time  after  the  earlier of (a) the date a registration statement covering
such  Series  A warrants and underlying warrant shares is declared effective, or
(b)  twelve  (12) months from the date of grant and before the close of business
on  the  date  five  (5)  years  from  the  initial  exercise  date.


     As of June 6, 2006, there were outstanding Series B Common Stock Purchase

Warrants  entitling  the  holders  to  purchase  up to an aggregate of 4,970,827
shares of Common Stock at an exercise price of two dollars and twenty five cents
($2.25)  per  share.  A Series B warrant is exercisable, in whole or in part, at
any  time  after  the  earlier of (a) the date a registration statement covering
such  Series  B warrants and underlying warrant shares is declared effective, or
(b)  twelve  (12) months from the date of grant and before the close of business
on  the  date  seven  (7)  years  from  the  initial  exercise  date.


     As of June 6, 2006, there were outstanding Series C Common Stock Purchase

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


     As of June 6, 2006, there were outstanding Series D Common Stock Purchase

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


     As  of  June 6, 2006, there were outstanding Series E Common Stock Purchase

Warrants  entitling the holders to purchase up to an aggregate of 880,540 shares
of  Common  Stock  at  an exercise price of three dollars ($3.00) per share. The
Series  E  warrant  is  exercisable,  in whole or in part, at any time after the
earlier of (a) the date a registration statement covering such Series E warrants
and  underlying  warrant shares is declared effective, or (b) twelve (12) months
from  the  date  of grant and before the close of business on the date three (3)
years  from  the  initial  exercise  date.


     As  of  June 6,  2006,  there  were outstanding Series BD-1 Common Stock

Purchase  Warrants  entitling  the  holders  to  purchase  up to an aggregate of
889,162 shares of Common Stock at an exercise price of seventy five cents ($.75)
per  share.  A  Series  BD-1 warrant is exercisable, in whole or in part, at any
time  after  the  earlier of (a) the date a registration statement covering such
Series BD-1 warrants and underlying warrant shares is declared effective, or (b)
twelve  (12)  months  from the date of grant and before the close of business on
the  date  five  (5)  years  from  the  initial  exercise  date.


     As  of  June  6,  2006,  there  were  outstanding  Series BD-2 Common Stock

Purchase  Warrants  entitling  the  holders  to  purchase  up to an aggregate of
889,162  shares  of  Common  Stock  at an exercise price of one dollar and fifty
cents  ($1.50)  per  share. A Series BD-2 warrant is exercisable, in whole or in
part,  at  any  time  after the earlier of (a) the date a registration statement

                                       59
<PAGE>

covering  such  Series  BD-2  warrants and underlying warrant shares is declared
effective, or (b) twelve (12) months from the date of grant and before the close
of  business  on  the  date  five  (5)  years  from  the  initial exercise date.


     As  of  June  6,  2006,  there  were  outstanding  Series BD-3 Common Stock

Purchase  Warrants  entitling  the  holders  to  purchase  up to an aggregate of
449,581  shares  of  Common Stock at an exercise price of two dollars and twenty
five  cents ($2.25) per share. A Series BD-3 warrant is exercisable, in whole or
in  part, at any time after the earlier of (a) the date a registration statement
covering  such  Series  BD-3  warrants and underlying warrant shares is declared
effective, or (b) twelve (12) months from the date of grant and before the close
of  business  on  the  date  seven  (7)  years  from  the initial exercise date.


     As  of  June  6,  2006,  there  were  outstanding  Series BD-4 Common Stock

Purchase Warrants entitling the holders to purchase up to an aggregate of 61,120
shares  of  Common  Stock  at  an  exercise  price of one dollar and fifty cents
($1.50) per share. A Series BD-4 warrant is exercisable, in whole or in part, at
any  time  after  the  earlier of (a) the date a registration statement covering
such  Series  BD-4 warrants and underlying warrant shares is declared effective,
or  (b)  twelve  (12)  months  from  the  date  of grant and before the close of
business  on  the  date  three  (3)  years  from  the  initial  exercise  date.


     As  of  June  6,  2006,  there  were  outstanding  Series BD-5 Common Stock

Purchase Warrants entitling the holders to purchase up to an aggregate of 61,120
shares  of Common Stock at an exercise price of three dollars ($3.00) per share.
A Series BD-5 warrant is exercisable, in whole or in part, at any time after the
earlier  of  (a)  the  date  a  registration statement covering such Series BD-5
warrants and underlying warrant shares is declared effective, or (b) twelve (12)
months from the date of grant and before the close of business on the date three
(3)  years  from  the  initial  exercise  date.


     LIMITATION  ON  EXERCISE  OF  WARRANTS

     The  exercise  rights  of  the  Series  A,  B, C, D, E, and BD Warrants are
limited  so  that  the  holder  is  not entitled to exercise such warrant to the
extent  that,  after  such  exercise,  the sum of the number of shares of common
stock  beneficially  owned  by  such  holder  and its affiliates, will result in
beneficial  ownership  of  more  than  4.99% of the outstanding shares of common
stock.


            MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

     Our  common stock trades on the OTC Bulletin Board under the trading symbol
"CYON."  The  prices  set  forth  below  reflect  the quarterly high and low bid
information  for shares of our common stock during the last two fiscal years, as
reported  by  the  OTC  Bulletin Board. These prices reflect inter-dealer prices
without  retail  markup,  markdown,  or commission, and may not represent actual
transactions.  Please  note  that  the board of directors approved a two-for-one
stock  dividend  on  November  4,  2005,  which  doubled  the  numbers of shares

outstanding. This stock dividend did not include our preferred stock. The prices
listed  for  the quarter which ended on December 31, 2005, reflect post-dividend
sales.  The  remaining  prices,  for  quarters preceding the dividend, have been
adjusted  to  retroactively  reflect  post  dividend  sales.



     As  of  June  6,  2006,  there were approximately 320 registered holders or

persons otherwise entitled to hold our common shares pursuant to a shareholders'
list provided by our transfer agent, Computershare Investor Services. The number
of  registered  shareholders  excludes  any  estimate  by  us  of  the number of
beneficial  owners  of  common  shares  held  in  street  name.


              2005 QUARTER ENDED          HIGH               LOW
              ------------------          ----               ---

              December 31, 2005          $4.25              $.60

              September 30, 2005         $0.75              $0.25

              June 30, 2005              $0.875             $0.175

              March 31, 2005             $0.50              $0.125

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<PAGE>

              2004 QUARTER ENDED
              ------------------
              December 31, 2004          $1.50             $0.895

              September 30, 2004         $2.50             $1.15

              June 30, 2004              $5.125            $0.30

              March 31, 2004             $.30              $.30


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

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

DIVIDENDS

     We  have  never  paid  cash  dividends  on  our  capital  stock  and do not
anticipate  paying  any  cash  dividends with respect to those securities in the
foreseeable  future.  Our current business plan is to retain any future earnings
to  finance  the  expansion  and  development  of  our  business.  Any  future
determination  to pay cash dividends will be at the sole discretion of the Board
of  Directors  and  will  be  dependent upon our financial condition, results of
operations,  capital  requirements  and  other  factors,  as  our Board may deem
relevant  at  that  time.  Our Board of Directors has the right to authorize the
issuance  of  preferred stock, without further shareholder approval, the holders
of  which  may  have  preferences over the holders of the common stock as to the
payment  of  dividends.

SECURITIES  AUTHORIZED  FOR  ISSUANCE  UNDER  EQUITY  COMPENSATION  PLANS

     The  Company  has  not  authorized  any  equity  compensation  plans.

                      INTEREST OF NAMED EXPERTS AND COUNSEL

     No  expert  or  counsel  named  in  this  prospectus  as having prepared or
certified  any  part  of  this  prospectus  or  having given an opinion upon the
validity  of  the  securities  being  registered  or upon other legal matters in
connection with the registration or offering of the Common Stock was employed on
a  contingency basis, or had, or is to receive, in connection with the offering,
a  substantial  interest,  direct  or  indirect, in the Registrant or any of its
parents  or  subsidiaries. Nor was any such person connected with the Registrant
or  any  of  its  parents  or  subsidiaries as a promoter, managing or principal
underwriter,  voting  trustee,  director,  officer,  or  employee.

     The  validity of the shares of common stock of Cytation Corporation will be
passed  upon  for  Cytation  Corporation  by  Bush  Ross,  P.A.

                                       61
<PAGE>

      DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT
                                   LIABILITIES

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

                       ORGANIZATION WITHIN LAST FIVE YEARS

     We  were  incorporated  on  November 1, 1999 under the laws of the State of
Delaware.  Our  wholly-owned  subsidiary  Deer  Valley  Acquisitions  Corp.  was
incorporated  on  June  22,  2005  under the laws of the State of Florida.  Deer
Valley Homebuilders, Inc., which is 100% owned by Deer Valley Acquisitions Corp.
was  incorporated  on  January  15, 2004 under the laws of the State of Alabama.


                             DESCRIPTION OF BUSINESS

BUSINESS DEVELOPMENT

     Cytation  Corporation  was  incorporated  under  the  laws  of  Delaware on
November  1,  1999.  Until  June  20,  2001,  Cytation  Corporation  provided an
extensive  range  of  in-school  and  online  services  directed  at high school
students  and their parents, high school counselors, college admissions officers
and  corporations  which  target  the  teen  marketplace.  On June 20, 2001, the
Company sold all of its assets associated with these activities to TMP Worldwide
Inc.  for  approximately  $7.2  million  in  cash  and  debt  assumed.

     During  the period commencing with the fourth quarter of 2002 and ending in
December  2004,  the Company engaged in the business of providing consulting and
related services to private companies which wished to become reporting companies
under  the  Securities  Exchange  Act  of  1934,  but which lacked the financial
resources  for  an  initial  public  offering  ("IPO") and which did not wish to
become  a  reporting  company  via  a  reverse merger. Specifically, during that
period  the  Company  provided  the  following  services  to  its  clients:

     -    assisted  in  the  selection  of  competent  corporate  and securities
          counsel  and  independent  auditors  experienced  in  SEC practice and
          procedure;

     -    developed  strategies,  assisted  in  applying,  and  provided  the

          stockholder distribution and base necessary, for listing on the OTCBB,
          the  BBX, NASDAQ or the American Stock Exchange, including advice with
          respect  to  meeting  applicable  initial  and  maintenance  listing
          requirements;
     -    assisted  client  companies'  outside  legal  counsel  in  the
          preparation  and  filing  with  the  SEC  of a registration statement,
          generally  on  Form  SB-2;
     -    assisted  client  companies'  outside  legal  counsel  and  auditors
          with  respect  to  SEC  Staff  comments on the registration statement;
     -    assisted  client  companies  in  preparing  for  an  audit  of  their
          financial  statements  in  connection with the registration statement;
     -    assisted  client  companies  in  obtaining  market  makers;
     -    assisted  client  companies  with  respect  to  obtaining  a  "manual
          exemption"  from  filing  requirements  under  state  securities laws;
     -    evaluated  opportunities  for  research  on  client  companies;
     -    evaluated  general  client  company  profile  materials;

                                       62
<PAGE>

     -    advised  client  company  management  regarding  general  private  to
          public  company  transition  issues  and  matters;  and
     -    introduced  client  companies  to  possible  institutional  sources of
          private  financing.

     The  Company  did  not  provide  investor  relations  or  financial  public
relations services or assist client companies in selecting investor relations or
a  financial  public relations services provider. Nor did the Company underwrite
client  companies' securities. Management of the Company did not take management
or  director  positions with any client company, and the Company did not provide
consulting services related to the management or operation of client businesses.
The  Company  was compensated in cash and client company stock for its services.
All  transactions  in  the  securities  of  client  companies  were  effected by
unaffiliated  members  of the National Association of Securities Dealers in open
market transactions.

     In  September of 2004, the Company elected to become a business development
company  under the Investment Company Act of 1940. In the first quarter of 2005,
the  Company  discontinued all business operations except finding an appropriate
private  entity  with  which  it  could  engage  in  a reverse merger or similar
transaction.  In  December  of  2005,  the  Company  withdrew its election to be
treated  as  a  business development company under the Investment Company Act of
1940.  Cytation Corporation's audited balance sheet as of December 31, 2005, and
audited  statements  of  income, cash flows, and changes in stockholders' equity
for  the  one  year  periods  ending December 31, 2005 and December 31, 2004 are
included  below.

     On  January  18,  2006,  Cytation  entered into the Securities Purchase and
Share Exchange Agreement, which, among other matters, (a) resulted in Cytation's
issuance  of  approximately  $5,202,735  (or  520,274  shares)  of  its Series A

     Convertible  Preferred Stock, $.001 Par Value ("Series A Preferred Stock"),
Series  A  Common  Stock  Purchase  Warrants exercisable for 6,936,980 shares of
common  stock  (the  "Series  A  Warrants"),  and Series B Common Stock Purchase
Warrants  exercisable  for  3,468,490  shares  of  common  stock  (the "Series B
Warrants")  (the  "Series A Preferred Offering"), and (b) resulted in Cytation's
issuance of its Interest Bearing Non-Convertible Installment Promissory Note, in
the  original  principal  amount of One Million Five Hundred Thousand and No/100
Dollars  ($1,500,000)  (the  "Debt  Offering").

     In  addition, on January 18, 2006, Cytation acquired 100% of the issued and
outstanding  capital  stock  of  DVA, in exchange for the issuance of (a) 49,451
shares  of  the  Company's  Series B Preferred Stock, $.001 Par Value ("Series B
Preferred  Stock"), (b) 26,750 shares of the Company's Series C Preferred Stock,
$.001  Par Value (the "Series C Preferred Stock"), and (c) Series C Common Stock
Purchase  Warrants  exercisable for 2,000,000 shares of common stock of Cytation
Corporation.  (the  "Share  Exchange").  Deer  Valley  Acquisitions,  Corp. is a
Florida  corporation  formed  in  July  2005.  DVA's audited balance sheet as of
December  31,  2005, and audited statements of income, cash flows and changes in
stockholders'  equity  for  the  six  month  period ending December 31, 2005 are
included below.

     Immediately  after  completion of the Series A Preferred Offering and Share
Exchange,  DVA,  a  wholly  owned  subsidiary  of Cytation, acquired 100% of the
issued  and  outstanding capital stock of Deer Valley. Deer Valley is an Alabama
corporation  formed  in  January 2004. Deer Valley's audited balance sheet as of
December  31, 2005, and audited statements of income, cash flows, and changes in
stockholders' equity for the years ended December 31, 2005 and December 31, 2004
are included below. In addition, the Pro Forma condensed Financial Statements as
of  December  31,  2005  for  Cytation, DVA, and Deer Valley are included below.

     Because  Cytation discontinued its prior operations in the first quarter of
2005,  and  was  a  shell company (as defined in Rule 12b-2 of the Exchange Act)
from  the  first  quarter  of  2005  through  January  18,  2006,  the remaining
discussion  of  the  Company's  business relates to the operations of Cytation's
newly  acquired  operating  subsidiary,  Deer  Valley.

     Deer  Valley  was  launched  in  January,  2004  and  is  a manufacturer of
factory-built homes in the southeastern and south central housing markets in the

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<PAGE>


United States. As of the date of this Registration Statement, we manufacture our
factory built homes in two manufacturing facilities located in Guin, Alabama and
Sulligent,  Alabama.  We  rely  upon  a  team  of  regional  sales directors and
approximately  80  independent dealers  to market our manufactured homes in over
110  retail  locations.  As  of  the date of this Registration Statement, we are
selling  our  manufactured homes in 15 states through our network of independent
dealers  and  retail  centers.


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

BUSINESS  OF  THE  ISSUER

OVERVIEW

     Each  home  that we manufacture is built and constructed in accordance with
the  federal  Manufactured Home Construction and Safety Standards promulgated by
the  U.S.  Department of Housing and Urban Development, better known as the "HUD
Code."  According to the Manufactured Housing Institute, new HUD Code homes that
were  shipped  in  November,  2005,  represented an increase of 46.7 percent, as
compared  to  shipments  made  in November, 2004. Comparing 2005 to the previous
year,  shipments  of single-section homes were up 221 percent while shipments of
multi-section  homes  were  down  16.6  percent.  (The terms "multi-section" and
"multi-floor"  are  used interchangeably in this document. Both terms refer to a
house which is constructed by attaching two or more factory produced "floors" or
"sections"  together  to  form  a  complete structure.) The Manufactured Housing
Institute  estimates  that  hurricane-related demand for single-section homes by
the  Federal  Emergency  Management  Agency  ("FEMA")  accounted  for roughly 40
percent  of all manufactured homes that were shipped in November. Our production
and  marketing  efforts  have concentrated on multi-section homes and, as of the
date  of  this  Registration  Statement,  we have not delivered any FEMA-related
orders  nor  have  we  been  contracted  to  do  so.

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

MANUFACTURING  OPERATIONS

     We  currently  produce  all  of our manufactured homes at two manufacturing
facilities  consisting  of an approximately 118,000 square foot facility located

in  Guin,  Alabama  and  a  65,992  square foot plant in Sulligent, Alabama. Our
Sulligent  plant  commenced  operations  on February 20, 2006. Our manufacturing
facilities  normally function on a single-shift, five-day work week basis. As of

December  31,  2005, we were producing seven (7) floors per day or approximately
1,680  floors on an annual basis. A "floor" is a section of a manufactured home.
Our  manufactured  homes  are  constructed  in  accordance  with  the  Federal
Manufactured  Home Construction and Safety Standards ("HUD Standards"). In 2005,
approximately  100%  of  the  homes  we  produced  were  built to HUD Standards.

     We  plan to continue operating on a single shift, five day work week basis.
During  the fiscal year ended December 31, 2005, the Company produced an average
of  28  floor  sections  per  week.  This represented an 11.5% increase in floor
section  production  from  the 661 floor sections we produced in the fiscal year
ended  December  31,  2004.

     Because  all  of  our manufactured homes are constructed in accordance with
HUD  Standards,  our  manufacturing  facility is subject to strict oversight and
monitoring  by  the  U.S.  Department  of  Housing  and Urban Development, using
independent  third-party  inspection  agencies  for  enforcement.  Each  home we

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<PAGE>

manufacture  complies  with the HUD Standards and has a special label affixed to
the  exterior  of  the  home  indicating  that  the  home  has  been  designed,
constructed,  tested,  and  inspected to comply with stringent federal standards
set forth in these HUD Standards.  As required by the National Manufactured Home
Construction and Safety Standards Act of 1974, each home that we manufacture may
not  be  shipped  from  our  factory  unless  it complies with HUD Standards and
receives  a  certification label from an independent third-party inspector.  Our
manufacturing  facility  must  meet performance standards for heating, plumbing,
air  conditioning,  thermal  and  electrical  systems,  structural  design, fire
safety,  and energy efficiency.  We also conduct our own in-plant inspection and
quality  assurance  program.

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

     Our  homes  are  manufactured  under  controlled  conditions  in  an indoor
facility located on 25.5 acres in Guin, Alabama, which has approximately 107,516
square  feet  of  floor  space, a frame shop with 10,800 square feet, a material
shed  with  23,172  square  feet  of  space and an office facility consisting of
11,250  square  feet  of  space.  In addition, on February 20, 2006, the Company
opened a 65,992 square foot plant in Sulligent, Alabama. Please see "Description
of Property" below for a fuller description of the Guin and Sulligent plants. At
the  two  plants  we  employ  an average of 350 employees who generally work one
shift  per  day,  five days per week. Construction of our homes is based upon an
assembly line system, commencing by moving a unit through the plant, stopping at
a  number  of  work  stations  where  various  components and sub-assemblies are
attached.  Each  section is permanently attached to a steel support chassis, and
various  components  are  later  added,  including floors, interior and exterior
walls,  roof,  cabinets, ceilings, and windows. It takes approximately 2 and 1/2
days  to  complete construction of a home at our manufacturing facilities. As of
December  31,  2005 we had the capacity to produce an aggregate of approximately
seven  floors  per  day.  Once  the  home  has been assembled and quality review
testing  has  been  completed,  the  home is ready to be transported to a dealer
location  or  for  installation  and  hookup  to  a homebuyer's utility systems.

     While  our  manufactured  homes  are  constructed  with  many  of  the same
components  and  building  materials  used  in  site-built  homes,  we utilize a
cost-efficient assembly line manufacturing process which enables us to produce a
quality  home at a much lower cost per square foot than a traditional site-built
home.  A Deer Valley home is built with residential features, including 1/2 inch
drywall,  Thermopane(TM)  brand  windows,  enhanced  insulation,  oak  cabinets,
cultured  marble  vanities,  and two inch by six inch exterior wall construction
standards.

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

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

BACKLOG  OF  ORDERS  AND  SALES  POLICIES

     Substantially  all  production  is initiated against specific orders. As of
December  31,  2005,  our  backlog  of orders was 11.77 weeks of orders.  Dealer
orders  are  subject to cancellation prior to commencement of production, and we
do not consider our backlog to be firm orders. Because we operate in an industry
where order lead times are extremely short, Deer Valley does not view backlog at
any  point  in  time  to  be  indicative  of  the  level of Deer Valley's future
revenues.

     Our  sales  are  made  to  dealers  either  through  floor  plan  financing
arrangements  with  a  financial  institution  or  on  a  cash  basis.  When  a
manufactured  home  is  purchased,  we  receive payment either directly from the
dealer  or  from  a  financial  institution  which  has agreed to finance dealer
purchases  of  our  manufactured  homes.  As  customary  in  our  industry, many

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<PAGE>

financial  institutions which finance dealer purchases require that we execute a
repurchase  agreement which provides that, in the event a dealer defaults on its
repayment  of the financing arrangement, we agree to repurchase the manufactured
home  from  the financing institution, in accordance with a declining repurchase
price  schedule  that  is  mutually  agreed  upon.  Because  we  do  not  build
significant  inventories  of either finished goods or raw materials and initiate
production  against  a  specific  product  order,  we  do  not  have significant
inventories  or  a  backlog  of  product  orders.

COMPONENTS

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

PRODUCTS

     We  currently  offer  22  different  models  of  manufactured homes, with a
variety  of  decors  that  are  marketed  under  our Deer Valley brand name.  We
currently  manufacture  and  sell multi-section manufactured homes, with 100% of
the  manufactured  homes  we produced in 2005 consisting of multi-section units.

     We  offer over 22 different floor plans, ranging in size from approximately
1,560  to 2,580 square feet. Many of our homes are customized to the homebuyer's
specifications.  We  believe  that  our  willingness  to  offer factory trim-out
services  and  customize  floor  plans  and  design  features to match homebuyer
preferences  is a principal factor which differentiates us from our competitors.

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

     Deer  Valley has traditionally focused on designing manufactured homes with
features  comparable  to site-built homes.  In addition to offering the consumer
options  specified  in  the  preceding  paragraph,  Deer Valley generally offers
extensive  customization  of  floor plan designs and exterior elevations to meet
specific  customer  preferences.

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

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

Number  of  Homes  Sold:
- -----------------------
     Multi-section  Homes          1,385  floors  or  842  units
     Total  Homes                  1,385  floors  or  842  units

     Type of Homes       Square Feet     Retail Price Range (excluding land)
    Multi-floor Homes   1,560 - 2,580         $59,000 to $119,000

INDEPENDENT  DEALER  NETWORK

     As  of  the  date  of  this  Filing,  we had approximately 80 participating
independent  dealers  marketing  our  manufactured  homes at 110 locations.  Our
independent  dealers  are not required to exclusively sell homes manufactured by
Deer  Valley  and  will  typically  choose  to  offer  the  products  of  other
manufacturers  in  addition  to  those  of  Deer Valley.  We do not have written
exclusive  agreements  with  our independent dealers and do not have any control
over  the  operations  of,  or  financial  interest  in,  any of our independent
dealers.  Deer  Valley  is not dependent on any single dealer, and in 2005, Deer
Valley's  largest  dealer location accounted for approximately 10% of our sales.

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

MARKETS  SERVED

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

Regions              Primary States             Percentage of Revenue by Region
- -------              --------------             -------------------------------
Southeast       Alabama,  Florida, Georgia,                     85%
                Kentucky, Mississippi,
                North Carolina, South Carolina
                and Tennessee

South Central   Louisiana, Oklahoma, Texas,                     15%
                Illinois, Arkansas, Missouri,
                and Indiana

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

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<PAGE>

OUR  SALES  FORCE

     At  December  31,  2005,  Deer  Valley  sold  manufactured  homes  through
approximately 80 independent dealers at approximately 110 retail locations in 15
states,  principally  in  the  southeastern  and  south-central  United  States.

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

CONTINUING  OPERATIONS

MANUFACTURED  HOMES  -  INDUSTRY  OVERVIEW

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

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


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

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


     The  manufactured housing market entered into a steep decline that began in
1999  before stabilizing at or near a historical lows in 2003 and 2004. Although
industry wide shipments overall increased in 2005, such overall increase was, in
large  part, a result of homes made to FEMA specifications and sold for disaster
relief.  In addition, because the FEMA specifications are for single-wide homes,
the percentage of multisection homes being produced relative to the total number
of  manufactured  homes  being produced also has dipped.Management believes that
thedip  in  the  percentage of multisection homes being produced relative to the
total  manufactured  home industry is likely a temporary trend, and will reverse
as  FEMA sales slow-down. Management continues to be encouraged by its continued
back-log,  now  at  over 300 homes, and the excellent reviews for its regionally
designed  homes  received  from  dealers  and  consumers.


                                       68
<PAGE>

WARRANTIES,  QUALITY  CONTROL,  AND  SERVICE

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

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

     At  each  of  its  two manufacturing facilities Deer Valley has experienced
quality  assurance  personnel  who  provide  on-site service to dealers and home
buyers. Deer Valley continuously works to enhance its quality assurance systems,
placing  high  emphasis on improving the value and appeal of Deer Valley's homes
and  reducing  consumer  warranty  claims.  Please see "Property" below for more
information  on  our  manufacturing  facilities.

INDEPENDENT  DEALER  FINANCING

     Substantially  all  of  Deer  Valley's  independent  dealers  finance their
purchases  through "floor plan" arrangements under which a financial institution
provides the dealer with a loan for the purchase price of the home and maintains
a  security  interest in the home as collateral. In connection with a floor plan
arrangement,  the  financial  institution  which provides the independent dealer
financing  customarily  requires Deer Valley to enter into a separate repurchase
agreement  with the financial institution, under which Deer Valley is obligated,
upon  default by the independent dealer, to repurchase the home at Deer Valley's
original  invoice price less the cost of all damaged/missing items, plus certain
administrative and shipping expenses.  The repurchase agreement relates to homes
that  are  located on an authorized dealer's lot and in new, sellable condition.
As  a  result,  the potential repurchase liability may be offset by the value of
the  repurchased  house.  The  risk of loss which we face under these repurchase
agreements  is  also lessened by additional factors listed below at "Reserve for
Repurchase  Commitments."

     As  of  December  31,  2005,  Deer Valley's contingent repurchase liability
under  floor  plan  financing  arrangements  through  independent  dealers  was
approximately  $9,600,519.  While  homes  repurchased  by  Deer  Valley  under
floor-plan  financing  arrangements  are  usually  sold  to  other  dealers,  no
assurance  can  be  given that Deer Valley will be able to sell to other dealers
homes  which it may be obligated to repurchase in the future or that Deer Valley
will  not  suffer  more  losses  with respect to, and as a consequence of, those
arrangements  than  we  have  accrued  in  our  financial  statements.

COMPETITION

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

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

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

     Deer  Valley  believes  that  its  willingness to customize floor plans and
design  features  to match customer preferences, offer factory provided trim-out
and  installation services, and provide efficient customer service differentiate
it  from  most  of  its  competitors  in  the  manufactured  housing  industry.
                                       69
<PAGE>

COMPETITIVE NICHE

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

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

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

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

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

WE  PRODUCE  A  QUALITY MANUFACTURED HOME PRODUCT WHICH IS COMPETITIVELY PRICED.

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

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

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

WE  HAVE  A  STRONG  NETWORK  OF  INDEPENDENT  DEALERS.

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

REGULATION

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

                                       70
<PAGE>

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

     Deer  Valley Homebuilders Inc.'s manufactured and modular homes are subject
to  local  zoning  and  housing  regulations.  Installation of homes and utility
connections are subject to state and local regulation, and must be complied with
by the dealer or other person installing the home.  Deer Valley does not install
homes  or  connect  utilities to homes.  A number of states require manufactured
and  modular home producers to post bonds to ensure the satisfaction of consumer
warranty  claims.  Several  states  have  licensing  requirements  governing the
delivery of manufactured and modular homes.  Deer Valley has complied with these
requirements  in  Alabama,  Mississippi,  Louisiana, Arkansas, Georgia, Florida,
North  Carolina,  South  Carolina,  Tennessee,  Kentucky,  Indiana,  Illinois,
Missouri,  Oklahoma,  and  Texas.  Many  of  these states require that companies
renew  their  license  applications  or  notify  the  state  after  a  change in
ownership.  Deer  Valley  is in the process of notifying states of the change in
its  ownership  and  renewing  its  licenses, when required.  Some of the states
which  require  renewal  of  licenses  have  waived  the  renewal  requirement.

REGULATORY  APPROVAL

     Other  than the regulations described above, no federal or state regulatory
approvals  are  required  for  our  principal  products  and  services.

TRADEMARKS,  PATENTS,  AND  INTELLECTUAL  PROPERTY  RIGHTS

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

COSTS  AND  EFFECTS  OF  COMPLIANCE  WITH  ENVIRONMENTAL  LAWS

     Other  than  as  described  above,  there  are  no  special  or  unusual
environmental  laws  or  regulations  that  will  require  us  to  make material
expenditures  or  that can be expected to materially impact the operation of our
business.

EMPLOYEES

     We  currently  have approximately 350 employees, all of whom are full-time.
None  of  our  employees  are  represented  by a labor union and we consider our
relationships  with  our  employees  to  be  good.

REPORTS  TO  SECURITY  HOLDERS

     We  are  not  required  to deliver an annual report to security holders and
will  not  send  such  an annual report to our security holders. We are a public
company  and  file  annual,  quarterly and special reports, proxy statements and
other information with the Securities and Exchange Commission ("SEC"). Copies of
the  reports,  proxy  statements and other information may be read and copied at
the  SEC's  Public  Reference  Room  at 450 Fifth Street, N.W., Washington, D.C.
20549. You can request copies of such documents by writing to the SEC and paying
a  fee  for the copying cost. You may obtain information on the operation of the
Public  Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains a
web  site  at  http://www.sec.gov  which contains reports, proxy and information
statements  and other information regarding registrants that file electronically
with the SEC.

                                       71
<PAGE>

            MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

     CAUTIONARY  NOTICE  REGARDING  FORWARD  LOOKING  STATEMENTS

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

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

OVERVIEW

     During  the period commencing with the fourth quarter of 2002 and ending in
December  2004,  the Company engaged in the business of providing consulting and
related services to private companies which wished to become reporting companies
under  the  Securities  Exchange  Act  of  1934,  but which lacked the financial
resources  for  an  initial public offering ("IPO"). Cytation discontinued these
operations  in  the first quarter of 2005 and was a shell company (as defined in
Rule  12b-2  of the Exchange Act) from the first quarter of 2005 through January
18,  2006.



     At  the  end  of  2005,  Cytation  had  nominal operations. The Company had
revenues  of $59,114 in fiscal year 2005, as compared to $240,368 in fiscal year
2004. The Company had a net loss of $173,605 in fiscal year 2005, as compared to
a  net  loss  of  $696,689 in fiscal year 2004. The differences in the foregoing
figures  are  the  result  of  Cytation's  discontinuation  of  operations  in
contemplation  of  a reverse merger, which did not occur, and of the purchase of
Deer Valley. As a result of the acquisition of Deer Valley Homebuilders, Inc. on
January  18,  2006,  Cytation now has gross revenues in excess of $3,000,000 per
month  and  significant  assets.


     Deer  Valley  is  a wholly-owned subsidiary of DVA, which is a wholly-owned
subsidiary  of  the  Company.  Deer  Valley was formed in January, 2004, and its
offices  and  principal  manufacturing  plant are located in Guin, Alabama. Deer
Valley  manufactures  and designs manufactured homes which are sold to a network
of  independent  dealers located primarily in the southeastern and south central
regions  of  the  United  States. For more information on Deer Valley's lines of
business  and  principal  products  and services, please see the section of this
filing  entitled  "Description  of  Business."

                                       72
<PAGE>


     Deer  Valley  maintains its business offices in Guin, Alabama. and operates
manufacturing  facilities  in Guin, Alabama and in Sulligent, Alabama. As of the
date  of  this filing Deer Valley's plant on the Sulligent Property is producing
approximately  12  floors  per week. For more information on floors and rates of
production,  please  see  the  section of this filing entitled "Property" below.



     When  evaluating  the  Company's  financial  condition  and  operating
performance,  the  most  important matters on which the Company's executives are
currently focused are increasing daily production at Deer Valley's manufacturing
facilities  and  evaluating  other growth opportunities. Management is currently
evaluating  additional  plant  sites  and  new  product offerings to sustain the
Company's  growth  rate.  The key performance indicators management examines are
(1) Deer Valley's production rate, in "floors" produced per day, (2) the cost of
sales,  (3)  product  gross  margins,  and  (4)  the size of Deer Vallye's sales
backlog.  For  more  information on these performance indicators, please see the
attached financial statements and notes thereto and the section of this document
entitled  "Description  of  Business."


     Management feels that the following areas present significant opportunities
     or  risks  for  the  Company:

     1)  Securities  Compliance

     Deer  Valley has been operated as a private company which is not subject to
federal  securities  laws  and,  therefore,  may  lack the internal or financial
control  infrastructure  and procedures necessary for public companies to comply
with  the  provisions  of  the  Securities  Exchange  Act  and  Sarbanes-Oxley
regulations.  Deer  Valley,  DVA,  and  the  Company are coordinating with legal
counsel and auditors to put in place proper financial controls and procedures to
insure  full  compliance with and disclosure under all relevant securities laws.

Of  course,  there  can  be  no  guarantee  that  there  will  be no significant
deficiencies  or  material  weaknesses in the quality of Deer Valley's financial
controls.  The  greatest  challenge  Management  foresees in implementing proper
controls and procedures is that the cost to Deer Valley of such compliance could
be  substantial  and  could  have  a  material  adverse effect on our results of
operations.

     2)  Downturn  in  the  Manufactured  Housing  Industry

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

     Despite  the  industry  decline,  which commenced in calendar year 1999, we
have  been  able  to  successfully  launch  our  business  through  an efficient
manufacturing  and production facility, flexible product designs, an experienced
and  capable  sales  team,  stringent  cost  controls,  and  attention to dealer
relations,  customer  satisfaction  and  service  efforts.  Additionally,  our
affiliated  dealers  often  endeavor  to  distinguish Deer Valley by selling our
manufactured  homes  as  part  of a land-home package which may be financed by a
conventional mortgage.  Finally, Deer Valley focuses on the multi-section sector
of  the  manufactured housing market, which Management feels offers the greatest

                                       73
<PAGE>

potential  for  growth  because  multi-section  homes  often  have an appearance
similar  to  more traditional site-built homes but are competitively priced when
compared  to  a  site-built  home.  For more information on multi-section homes,
please  see  the  section  of  this document entitled "Description of Business."

     3)  Rising  Interest  Rates  and  Residual  Effects  of  Hurricane  Katrina

     Two  important  factors  could  affect  our  sales: the residual effects of
Hurricane  Katrina  and  rising  interest  rates.  Interest  rates have a marked
effect  upon  the  manufactured  housing  market.  Management  feels that rising
interest  rates will drive buyers from traditional "site built" homes toward the
upper end of the manufactured housing market, where our products are positioned.
However,  additional  increases  in  interest  rates  could eventually adversely
affect  buyers  of  Deer  Valley  products  and  could  cause  dealers to reduce
inventories  because  of  "Floor-Plan"  expenses.


     Hurricane  Katrina  created a huge need for the rapid replacement of houses
in  the  Gulf  Coast  Region.  The  lure  of  lucrative  "FEMA" contracts caused
suppliers  to disrupt or delay normal shipments to their dealers. This created a
rush  by  dealers  to  establish  new relationships or increase orders with Deer
Valley,  which  did not interrupt its service in this way. However, because FEMA
has  ceased  ordering  manufactured homes for persons displaced by Katrina, Deer
Valley  will face increased competition in our market segment as other producers
return  to  the  commercial  supply  market.



     4)  Increased  Competition  from  Other  Producers

     Recently,  large  producers  of single section homes have focused on either
entering  the  multi-section  home  market  or  expanding their presence in that
market.  Accordingly,  Deer Valley will likely face increased competition in our
market  segment.

     5)  "Floor  Plan"  Credit  Available  to  Manufactured  Home  Dealers

     Reduced  availability of floor plan financing for manufactured home dealers
could negatively impact Deer Valley's business.  A major floor plan financer for
manufactured  housing  was recently purchased.  If this financer or its acquirer
were to discontinue floor plan financing programs for manufactured home dealers,
approximately  one-third  of  the floor plan financing available to manufactured
home dealers would disappear.  An occurrence of this type could have a material,
adverse  impact upon Deer Valley's business, since dealers would have additional
difficulty  in procuring funds to inventory homes based on floor plan financing.

     RESULTS  OF  OPERATIONS - Fiscal Year Ended December 31, 2005

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


     Because  Cytation discontinued its prior operations in the first quarter of
2005 and was a shell company (as defined in Rule 12b-2 of the Exchange Act) from
the  first  quarter  of  2005  through  January  18,  2006,  because Deer Valley
constitutes  all  of  the  Company's operations, and because management does not
believe  that  it  is informative or useful to compare the results of operations

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for  the  year  ended  December  31,  2005  on  an unaudited pro forma condensed
combined consolidated basis, giving effect to the acquisition of Deer Valley, as
compared  to  fiscal  year  2004, the remainder of this discussion on the fiscal
year  ended  December  31,  2005  relates  to the operations of Cytation's newly
acquired  operating subsidiary, Deer Valley. In conjunction with this discussion
it  is  imperative that investors read the footnotes to the financial statements
attached  to  this  filing.


HISTORICAL  RESULTS  - FISCAL YEAR ENDED DECEMBER 31, 2005; COMPARISON OF FISCAL
YEAR  ENDED  DECEMBER  31,  2004.

REVENUES.  Overall  net  revenues  for  the  year  ended  December 31, 2005 were
$35,717,073.  In  addition, overall net revenues for the year ended December 31,
2004  were  $15,394,215.  The  increase  of  $20,322,858  is  a direct result of
increased  sales and production of homes which increased from 655 floors in 2004
to  1,385  floors  in  2005.

SELLING,  GENERAL,  AND  ADMINISTRATIVE  EXPENSES.  General  and  administrative
expenses  consisted  of  payroll and related expenses for executive, accounting,
and  administrative  personnel,  professional  fees, and other general corporate
expenses.  Selling,  general,  and  administrative  expenses  for the year ended
December  31,  2005  were  $2,996,023.  In  addition, general and administrative
expenses  for  the  year ended December 31, 2004 were $1,559,333.  These general
and  administrative  costs have increased primarily due to increased production,
sales,  and  operating  expenses.  The  production  direct  cost  of  goods  was
generally  in  the  same ratio to sales for both periods with increased quantity
discounts  being  offset  by  a  rise  in  material  cost.  The remainder of the
increase  was  due  to salary expenses, which increased from $894,722 in 2004 to
$1,423,298  in  2005.

NET  INCOME  (LOSS).  The  net  income  for the year ended December 31, 2005 was
$3,366,658.  The net income for the year ended December 31, 2004 was $1,010,506.
The increase in net income is primarily due to increased production and sales of
Deer  Valley's  operations.  Because  of  this  and  because fixed expenses were
spread over a significantly larger number of units produced with no reduction in
price  per  unit, the gross profit margin was greater in 2005 than in 2004.  The
increase  in  production  can  be  seen  in a comparison of daily output.  As of
December 31, 2004, Deer Valley produced 4 floors per day, whereas as of December
31,  2005,  Deer  Valley  produced  7  floors  per  day.


RESULTS  OF  OPERATIONS  -  QUARTER  ENDED  APRIL  1,  2006

     The  following  discussion  of  our  financial  condition  and  results  of
operations should be read in conjunction with our financial statements, included
herewith.  This  discussion  should  not  be construed to imply that the results
discussed  herein  will  necessarily  continue  into  the  future,  or  that any
conclusion  reached  herein  will  necessarily be indicative of actual operating
results  in  the  future.  Such  discussion  represents  only  the  best present
assessment  by  our  management.  Historical financial information presented for
the  quarter  ended April 1, 2006 is that of the Company on a consolidated basis
with  Deer  Valley  Homebuilders, Inc. and Deer Valley Acquisitions Corp., which
reflects  the Company's acquisition of Deer Valley Homebuilders, Inc. on January
18,  2006.



     As  of  January  1, 2006, the Company has elected to change its fiscal year
ending  period  from  a  calendar  year ending December 31, with quarters ending
March 31, June 30, and September 30, to a 52-53 week year ending on the Saturday
closest  to  December 31.  Under either system the end of the most recent fiscal
year  was  December  31, 2005, and the commencement of the first quarter of 2006
was  January 1.  Accordingly, there were no days which fell under one system but
which  were excluded from a period under the other system.  Under the 52-53 week
year  end,  the  quarter  beginning  January  1,  2006  ended  April  1,  2006.



     Because  Cytation discontinued its prior operations in the first quarter of
2005 and was a shell company (as defined in Rule 12b-2 of the Exchange Act) from
the  first quarter of 2005 through January 18, 2006 and because Cytation now has
significant  revenues  from  a  subsidiary  operating  in  an entirely different
industry,  management  does  not  believe  that  it  is informative or useful to
compare  the  results  of  operations for the quarter ended April 1, 2006 to the
quarter  ended March 31, 2005.  As a result, the remainder of this discussion on
the quarter ended April 1, 2006 relates only to the quarter ended April 1, 2006.
In  conjunction  with  this  discussion it is imperative that investors read the
footnotes  to  the  financial  statements  attached  to  this  filing.


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<PAGE>


HISTORICAL  RESULTS  -  QUARTER  ENDED  APRIL  1,  2006

REVENUES.  Overall  gross  revenue  for  the  quarter  ended  April  1, 2006 was
$12,913,079.  Deer  Valley's  second  plant in Sulligent Alabama (the "Sulligent
Plant")  began  operations  on  or  about  February 20, 2006, and the first home
manufactured  at  the  Sulligent Plant was delivered on March 1, 2006.  Revenues
for the quarter ended April 1, 2006 reflect a full quarter of operations at Deer
Valley's  original  plant  in  Guin,  Alabama  and  approximately  one  month of
operations  at  the  Sulligent Plant.  The full impact of the Sulligent Plant on
revenues  and  earnings  will likely not be realized until the second quarter of
2006.



SELLING,  GENERAL,  AND  ADMINISTRATIVE  EXPENSES.  General  and  administrative
expenses  consisted  of  payroll and related expenses for executive, accounting,
and  administrative  personnel,  professional  fees, and other general corporate
expenses.  Selling,  general,  and administrative expenses for the quarter ended
April  1,  2006  were  $1,249,327.  These  general and administrative costs have
increased  at  our operating subsidiary, Deer Valley, primarily due to increased
production,  sales,  and  operating  expenses.  At  Deer  Valley, the production
direct  cost  of  goods  has remained generally in the same ratio to sales, with
increased  quantity  discounts  being  offset  by  a  rise in material cost.  In
addition,  profit  margins  for  this  quarter were reduced by one-time start-up
costs  of  approximately  $250,000  associated with the opening of the Sulligent
Plant.



NET  INCOME  (LOSS).The  net  income  for  the  quarter  ended April 1, 2006 was
$463,502.  After  accounting for the dividend payable to preferred shareholders,
the  net income available for common stockholders for the quarter ended April 1,
2006  was  $350,416.  Increased production and sales of Deer Valley's operations
have  bolstered  net  income.


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LIQUIDITY  AND  CAPITAL  RESOURCES


     Management  believes  that  the  Company currently has sufficient cash flow
from  operations,  available bank borrowings, cash, and cash equivalents to meet
its  short-term working capital requirements for the next 12 months. As of April
1,  2006, the Company had approximately $3,555,528 in cash and cash equivalents.
Should  our costs and expenses prove to be greater than we currently anticipate,
or should we change our current business plan in a manner which will increase or
accelerate  our  anticipated  costs  or  capital  demand,  such  as  through the
acquisition  of  new  products,  our  working  capital  could  be depleted at an
accelerated  rate.



     The Company spends its cash to fund increases in production capacity at its
operating  subsidiary,  Deer  Valley,  for  special legal, accounting, and audit
services  necessary to meet SEC reporting requirements, and to pay expenses . To
the  extent  that it becomes necessary to raise additional cash in the future as
our  current  cash  and  working capital resources are depleted, we will seek to
raise  it  through  the public or private sale of debt or equity securities, the
procurement  of advances on contracts or licenses, funding from joint-venture or
strategic  partners, debt financing or short-term loans, or a combination of the
foregoing.  We  also  may  seek  to satisfy indebtedness without any cash outlay
through  the  private  issuance  of  debt  or  equity  securities.


     The  net  cash provided by operating activities as of December 31, 2005 and
December  31,  2004 was $3,376,520 and $787,139, respectively.  The increase was
due  to  an increase in sales from 655 floors to 1,385 floors from 2004 to 2005.
In particular the net income increased by $2,356,152 from 2004 to 2005 due to an
increase in sales and due to the fact that Deer Valley operated for all of 2005,
unlike  2004.  The net cash used in investing activities as of December 31, 2005
and  December  31,  2004 was $260,631 and $1,705,470, respectively.  This change
was  primarily due to differences in capital asset purchases during that period.
In particular, in 2004 Deer Valley purchased its first manufacturing facility in
Guin,  Alabama,  whereas  in  2005 Deer Valley had very few purchases of capital
assets.  The  net  cash used in financing activities as of December 31, 2005 was
$1,748,444, and the net cash produced by financing activities as of December 31,
2004  was $2,482,150.  The cash financing activities in 2004 included $1,100,000
invested as capital in the form of common stock, of which 66,000 was repurchased
at  end  of  2004  as  treasury  stock,  and $1,543,314 in loan proceeds used to
purchase  the  Guin  manufacturing  facility  and equipment.  Net cash financing
activities  in  2005  were  primarily  for  distributions to shareholders, which

amounted  to $1,670,540.  These distributions were more substantial in 2005 than
the  $52,618  distributed  in  2004  because  Deer  Valley was more profitable.



     The  net  cash used in operating activities as of April 1, 2006 was $8,711.
The  net  cash  used in investing activities as of April 1, 2006 was $3,022,887,
which  primarily  reflects  the  amount  related to the purchase of Deer Valley,
which was $6,375,000, net of cash acquired in the purchase, as well as purchases
of  equipment. The net cash provided by financing activities as of April 1, 2006
was  $6,434,071,  the  majority of which resulted from the issuance of preferred
stock.



     Deer Valley is contingently liable under the terms of repurchase agreements
with  financial institutions providing inventory financing for retailers of Deer
Valley's  products.  These  arrangements,  which  are customary in the industry,
provide for the repurchase of products sold to retailers in the event of default
by the retailer. The risk of loss under these agreements is spread over numerous
retailers. The price Deer Valley is obligated to pay generally declines over the
period  of  the  agreement  (typically  18 to 24 months) and the risk of loss is
further  reduced  by the sale value of repurchased homes. The maximum amount for
which  the  Company  was  contingently  liable under such agreements amounted to
$9,600,519  and  $4,516,365  at  December 31, 2005 and 2004, respectively. As of
December  31,  2005  and December 31, 2004, the company had a reserve of $35,000
and  $3,500,  respectively,  for  future  repurchase  losses,  based  on  prior
experience  and  an  evaluation  of  dealers'  financial conditions. The maximum
amount  for  which  Deer  Valley  is  contingently  liable under such agreements
amounted to $12,272,510 at April 1, 2006. As of April 1, 2006, the company had a
reserve  of  $60,000 for future repurchase losses, based on prior experience and
an  evaluation  of  dealers'  financial  conditions. Deer Valley to date has not
experienced  significant  losses under these agreements, and management does not
expect any future losses to have a material effect on the accompanying financial
statements.  The risk of loss which we face under these repurchase agreements is
also  lessened  by additional factors listed below under "Reserve for Repurchase
Commitments."


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<PAGE>

FINANCING

     Deer  Valley  had a fixed-rate revolving line of credit with State Bank and
Trust of Guin, Alabama. Under this line of credit entered into on March 3, 2004,
the  Company  could make loan draws for business purposes up to a maximum amount
of  $500,528  in the aggregate. The line of credit matured on March 25, 2005 and
was  not  renewed.


     On  April  12, 2006, Deer Valley entered into a Loan and Security Agreement
with  Fifth Third Bank providing for a revolving line of credit in an amount not
to  exceed  Two Million Five Hundred Thousand and No/100 Dollars ($2,500,000.00)
(the  "Loan")  evidenced  by a revolving credit note (the "Note") and secured by
accounts  receivable, inventory, equipment and all other tangible and intangible
personal  property of Deer Valley, DVA, and Cytation. The purpose of the Loan is
to provide working capital, to provide Letter of Credit support, to replace Deer
Valley's  previous  revolving  line  of credit with State Bank and Trust, and to
provide interim financing for the acquisition of the real property on which Deer
Valley  operates a plant in Sulligent, Alabama. The Loan has a one year term and
has  a variable interest rate at 2.60% above LIBOR. Upon issuance of a letter of
credit,  Deer  Valley  is charged a letter of credit fee equal 1.00% of the face
amount  of  the letter of credit. The Loan provides for conditions to meet prior
to  each  advance,  including  financial  ratios.



     In  addition  to  the  revolving  line of credit described in the preceding
paragraph,  Deer  Valley,  during  its normal course of business, is required to
issue  irrevocable  standby  letters of credit in the favor of independent third
party  beneficiaries  to  cover  obligations  under  repurchase  agreements.



     On May 26, 2006, Deer Valley entered into a Loan Agreement with Fifth Third
Bank  (the  "Lender")  providing  for  a  loan of Two Million and No/100 Dollars
($2,000,000.00)  (the  "Loan")  evidenced  by a promissory note and secured by a
first  mortgage  on  Deer  Valley's  properties  in Guin, Alabama and Sulligent,
Alabama,  including the structures and fixtures located thereon, as well as Deer
Valley's interest in any lease thereof. The purpose of the loan is to pay off an
existing  loan  from another bank secured by the Guin property and to reduce the
outstanding  balance on Deer Valley's revolving credit facility with the Lender.
The  net  effect of the reduction in the revolving credit balance is to increase
the  credit  available  to  the  Company for working capital under its revolving
facility.  The  Loan has a term from May 26, 2006 through June 1, 2011 and has a
variable  interest  rate  at  2.25% above LIBOR. There is no prepayment penalty.
Future  advances  are available under the Loan Agreement, subject to approval by
the  Lender.  Also  on  May  26,  2006, the Company and DVA guaranteed the Loan.
Should  Deer  Valley  default,  thereby  triggering  acceleration  of  the Loan,
Cytation  and  DVA  would  become  liable  for  payment  of  the  Loan.

     As  of  April  1,  2006, the following letters of credit were issued and in
     force:

     Letter  of  Credit  No.  98  issued  through  State  Bank  &  Trust  in the
     amount  of  $400,000 to the favor of beneficiary Bombardier Capital expired
     on January 27, 2006 and was replaced with letter of credit to GE Commercial
     on  January  27,  2006  and  expiring January 27, 2007. The beneficiary was
     changed  from  Bombardier Capital to GE, due to GE's buyout of Bombardier's
     manufactured  housing  floor  plan  division. Personally guaranteed by Joel
     Logan, President and General Manager of Deer Valley.

     Letter  of  Credit  No.  93  issued  through  State  Bank  &  Trust  in the
     amount  of  $100,000 to the favor of beneficiary 21st Mortgage Corporation,

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<PAGE>

     issued  May  3,  2005 and expiring May 3, 2006, pending renewal. Personally
     guaranteed  by  the  three  largest former shareholders  of  the  Company.

     Letter  of  Credit  No.  97  issued  through  State  Bank  &  Trust  in the
     amount  of  $150,000  to the favor of Textron Financial Corporation, issued
     August  29,  2005  and  expiring  August  29,  2006,  pending  renewal.

     All  of  the  Letters  of  Credit above are required under the terms of the
Repurchase  Agreements  described  below  in  the  section  entitled  "Critical

Accounting  Estimates."  As  of  April 1, 2006, no amounts had been drawn on the

above  irrevocable  letters  of  credit  by  the  beneficiaries.


     As of April 1, 2006, Deer Valley was also obligated under a Promissory Note
payable  to  State  Bank  &  Trust  of  Guin,  Alabama (the "B&T Note") having a
principal balance of $1,465,904. The B&T Note is payable in monthly installments
of  $10,000 (which includes interest at 5.00%) and matures on November 11, 2008.
The  B&T  Note  is  secured  by  all  assest  of  the  Company and is personally
guaranteed  by  two  former  stockholders  of  the  Company.


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<PAGE>

     Management  does  not  believe  that  current debt commitments will make it
difficult  to  secure additional debt or equity financing, since the company has
no  significant  debt  other  than  long-term mortgages, trade payables, and the
earnout  agreement  referenced  in  "Off-Balance  Sheet  Arrangements"  below.

CRITICAL  ACCOUNTING  POLICIES

     Our  discussion  and  analysis  of  our  financial condition and results of
operations  are based upon our financial statements, which have been prepared in
accordance with accounting principles generally accepted in the United States of
America.  The preparation of these consolidated financial statements requires us
to  make  estimates  and  judgments  that affect the reported amounts of assets,
liabilities, revenues and expenses, and related disclosures of contingent assets

and  liabilities.  For  a  description  of  those estimates, see Note 5, Critial
Accounting  Policies  and  Estimates,  contained in the explanatory notes to the
Company's  financial  statements  for the quarter ended April 1, 2006, which are
included  in  this  filing.  On  an  ongoing  basis,  we evaluate our estimates,

including  those  related  to  reserves,  deferred  tax  assets  and  valuation
allowance,  impairment  of  long-lived  assets, fair value of equity instruments
issued  to  consultants  for  services,  and  estimates  of  costs  to  complete
contracts.  We  base our estimates on historical experience and on various other
assumptions  which  we  believe  to  be  reasonable under the circumstances, the
results of which form the basis for making judgments about the carrying value of
assets and liabilities which are not readily apparent from other sources. Actual
results  may  differ  from  these  estimates  under  different  assumptions  or
conditions.  However,  we  believe  that  our estimates, including those for the
above-described  items,  are  reasonable.

CRITICAL  ACCOUNTING  ESTIMATES

     Management  is  aware that certain changes in accounting estimates employed
in  generating  financial  statements  can have the effect of making the Company
look  more  or less profitable than it actually is.  Management does not believe
that either the Company or its auditors have made any such changes in accounting
estimates.  A  summary of the most critical accounting estimates employed by the
Company  in  generating  financial  statements  follows  below.

WARRANTIES

     We  provide  our  retail  buyers  with a one-year limited warranty covering
defects  in  material or workmanship, including plumbing and electrical systems.
We  record  a  liability  for  estimated future warranty costs relating to homes
sold, based upon our assessment of historical experience and industry trends. In
making  this  estimate,  we  evaluate  historical  sales amounts, warranty costs
related to homes sold and timing in which any work orders are completed. We have
a reserve for estimated warranties of $750,000 as of December 31, 2005, compared
to  $550,000  as of December 31, 2004 and $592,500 as of April 2, 2006. Although

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<PAGE>

we  maintain  reserves  for such claims, there can be no assurance that warranty
expense  levels  will remain at current levels or that the reserves that we have
set  aside will continue to be adequate. A large number of warranty claims which
exceed  our current warranty expense levels could have a material adverse affect
upon  our  results  of  operations.

VOLUME  INCENTIVES  PAYABLE

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

financial  performance.  We  had  a  reserve  for  volume  incentives payable of
$137,779  as  of  April  2,  2006.


RESERVE  FOR  REPURCHASE  COMMITMENTS

     Most  of  our independent dealers finance their purchases under a wholesale
floor  plan  financing  arrangement under which a financial institution provides
the  dealer  with  a  loan  for  the  purchase price of the home and maintains a
security  interest  in  the home as collateral.  When entering into a floor plan
arrangement,  the  financial institution routinely requires that we enter into a
separate  repurchase  agreement  with  the lender, under which we are obligated,
upon  default  by the independent dealer, to repurchase the manufactured home at
our  original  invoice  price  less  the  cost  of  administrative  and shipping
expenses.  Our  potential  loss  under  a repurchase obligation depends upon the
estimated net resale value of the home, as compared to the repurchase price that
we  are  obligated  to  pay.  This  amount generally declines on a predetermined
schedule  over  a  period  that  usually  does  not  exceed  24  months.

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

     (i)  the  sales  of  our  products  are spread over a number of independent
          dealers,
     (ii) we have  had  only  isolated  instances  where  we  have  incurred  a
          repurchase  obligation,
     (iii) the price  we  are  obligated  to  pay  under  such  repurchase
          agreements  declines  based  upon a predetermined amount over a period
          which  usually  does  not  exceed  24  months,  and
     (iv) we have  been  able  to  resell  homes  repurchased  from  lenders  at
          current  market  prices,  although  there is no guarantee that we will
          continue  to  be  able  to  do  so.

     The  maximum amount for which the Company is contingently liable under such
agreements  amounted to $9,600,519 at December 31, 2005. As of December 31, 2005
and  December  31,  2004  we  had a reserve of $35,000 and $3,500, respectively,
established  for  future repurchase commitments, based upon our prior experience

and  evaluation  of  our  independent dealers' financial conditions. The maximum
amount  for  which  the  Company  is  contingently  liable under such agreements
amounted  to approximately $12,272,510 at April 1, 2006. As of April 1, 2006, we
had  a  reserve  of $60,000 established for future repurchase commitments, based
upon  our  prior experience and evaluation of our independent dealers' financial
conditions.  This represents an increase from the reserve amount of $35,000, due
to  a  substantial increase in Deer Valley's sales compared to the first quarter
of  2005. Because Deer Valley to date has not experienced any significant losses

under  these  agreements, management does not expect any future losses to have a
material  effect  on  our  accompanying  financial  statements.

REVENUE  RECOGNITION

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

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<PAGE>

RECENT  ACCOUNTING  PRONOUNCEMENTS

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

     In  December 2004, the FASB issued SFAS No.123 (revised 2004), "Share-Based
Payment".  SFAS  123(R)  will  provide  investors  and  other users of financial
statements  with  more  complete  and neutral financial information by requiring
that  the  compensation  cost  relating  to  share-based payment transactions be
recognized in financial statements. That cost will be measured based on the fair
value  of  the equity or liability instruments issued. SFAS 123(R) covers a wide
range  of  share-based  compensation  arrangements  including  share  options,
restricted share plans, performance-based awards, share appreciation rights, and
employee  share  purchase  plans.  SFAS  123(R) replaces FASB Statement No. 123,
"Accounting  for  Stock-Based  Compensation", and supersedes APB Opinion No. 25,
"Accounting  for  Stock  Issued to Employees." SFAS 123, as originally issued in
1995,  established  as  preferable  a  fair-value-based method of accounting for
share-based  payment  transactions  with  employees.  However,  that  statement
permitted entities the option of continuing to apply the guidance in Opinion 25,
as long as the footnotes to financial statements disclosed what net income would
have  been had the preferable fair-value-based method been used. Public entities
(other  than  those  filing as small business issuers) will be required to apply
SFAS  123(R)  as  of  the  first interim or annual reporting period which begins
after  June 15, 2005. For public entities filing as small business issuers, SFAS
123(R)  is  applicable  as  of  the  beginning  of  the  first interim or annual
reporting  period  beginning  after  December  15,  2005.


     As of April 1, 2006, the Company had not yet created a stock incentive plan
which  authorizes  the  issuance  of options to purchase common stock. Effective
January  1,  2006,  the Company adopted the fair value recognition provisions of
SFAS  No.  123(R),using  the  modified-prospective-transition method. Under that
transition  method, compensation cost for all share-based payments granted prior
to,  but  not yet vested as of January 1, 2006, are based on the grant date fair
value  estimated  in accordance with the original provisions of SFAS No. 123 and
on  the  compensation  cost  for  all share-based payments granted subsequent to
January 1, 2006, based on the grant-date fair value estimated in accordance with
the  provisions  of  SFAS  No.123(R).  Results  for  prior periods have not been
restated.  Adopting SFAS No.123(R) on January 1, 2006 did not have any effect on
the  Company's  net  income and earning per share for the quarter ended April 1,
2006  since  no  options  were  granted.


     In  December  2004,  the  Financial  Accounting  Standards Board issued two
FASB  Staff  Positions-FSP  FAS  109-1,  Application  of  FASB  Statement  109
"Accounting  for  Income  Taxes"  to  the  Tax Deduction on Qualified Production
Activities  Provided by  the  American  Jobs  Creation  Act of 2004, and FSP FAS

                                       82
<PAGE>

109-2 Accounting and Disclosure  Guidance  for the Foreign Earnings Repatriation
Provision  within  the  American  Jobs  Creation  Act  of 2004. Neither of these
affected the Company as it does  not  participate  in  the  related  activities.

                             DESCRIPTION OF PROPERTY

     The  Company's  executive  and  operating  offices  are  located  at  4902
Eisenhower  Blvd.,  Suite  185,  Tampa,  FL  33634.  The telephone number at the
Company's  executive  offices  is  (813)  885-5998.  Deer  Valley's  principal
manufacturing  plant  and  offices  are  located  at  205 Carriage Street, Guin,
Alabama  35563,  and  its  telephone  number  is  (205)  468-8400. Deer Valley's
manufacturing  plant  and company offices consists of a manufacturing plant with
107,511  square  feet,  a  frame  shop with 10,800 square feet, material shed of
23,172  square  feet  and  offices with 11,250 square feet of space. Deer Valley
owns  the  buildings  and  25.5  acres  underlying  these  facilities.


     Due  to  increased  sales,  Management  believed that the Company needed to
obtain  a  small  satellite  production  facility  near to its facility in Guin,
Alabama,  in  2006.  On  January  25  2006,  the  Company  approved  Deer Valley
Homebuilders,  Inc.,  entering  into  a  Sales  Contract  with Steve J. Logan to
purchase  real  property  located at 7668 Highway 278 in Sulligent, Alabama (the
"Sulligent  Property").  On  April 18, 2006, Deer Valley purchased the Sulligent
Property from Steve J. Logan. The Sulligent Property consists of a 65,992 square
foot manufacturing plant located on approximately 13 acres of land. The purchase
price  for  the  Sulligent  Property was $725,000, paid in cash at closing. Deer
Valley  obtained the funds for the purchase price of the Sulligent Property from
its  revolving  line  of  credit  described above under the heading "Financing."
Prior  to acquiring the Sulligent Property, Deer Valley's plant on the Sulligent
Property  operated,  beginning  on  February  20, 2006 under a short-term lease.


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

     Deer  Valley  does  not  invest  in  real  estate or real estate mortgages.

                                       83
<PAGE>

                              FINANCIAL STATEMENTS

     At the end of 2005, Cytation had nominal operations and was a shell company
(as  defined in Rule 12b-2 of the Exchange Act).  As a result of the acquisition
of  Deer  Valley  Homebuilders,  Inc.  on  January  18,  2006,  Cytation now has
significant  assets  and  gross  revenues in excess of $3,000,000 per month.  To
facilitate  understanding  of  the  financial effect of this acquisition and for
clarity of presentation, the following financial statements are included in this
Registration  Statement:

                                       84
<PAGE>

                              CYTATION CORPORATION
                              FINANCIAL STATEMENTS
                        AS OF DECEMBER 31, 2005 AND 2004
                                    (AUDITED)


TABLE OF CONTENTS:

AUDIT REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM - WHEELER, HERMAN, HOPKINS & LAGOR, PA                                86

AUDIT REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM -
RADIN, GLASS & CO., LLP                                                    87

FINANCIAL STATEMENTS:

BALANCE SHEET AS OF DECEMBER 31, 2005 AND 2004                             88

STATEMENT OF OPERATIONS FOR THE YEARS ENDED DECEMBER 31, 2005
AND 2004                                                                   89

STATEMENT OF STOCKHOLDERS' EQUITY FOR THE YEARS ENDED DECEMBER 31,
2005 AND 2004                                                              90

STATEMENT OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2005
AND 2004                                                                   91

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS                          92 - 100

<PAGE>

                              CYTATION CORPORATION
                              FINANCIAL STATEMENTS
                        AS OF DECEMBER 31, 2005 AND 2004
                                    (AUDITED)


          AUDIT REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


The  Board  of  Directors  and  Stockholders
Cytation  Corporation
Tampa,  Florida

We  have  audited  the accompanying balance sheets of Cytation Corporation as of
December  31,  2005  and  the  related  statements  of  operations,  changes  in
stockholders'  deficit,  and cash flow for the year then ended.  These financial
statements  are  the  responsibility  of  the  company's  management.  Our
responsibility  is  to express an opinion on these financial statements based on
our  audit.

We  conducted  our  audit  in  accordance  with  standards of the Public Company
Accounting  Oversight  Board  (United  States).  Those standards require that we
plan  and  perform  the  audit  to obtain reasonable assurance about whether the
financial  statements  are  free  of  material  misstatement.  An audit includes
examining,  on  a test basis, evidence supporting the amounts and disclosures in
the  financial  statements.  An  audit  also  includes  assessing the accounting
principles  used  and  significant  estimates  made  by  management,  as well as
evaluating  the  overall  financial statement presentation.  We believe that our
audit  provides  a  reasonable  basis  for  our  opinion.

In  our  opinion,  the financial statements referred to above present fairly, in
all  material  respects,  the  financial  position  of  Cytation  Corporation at
December  31, 2005, and the results of its operations and its cash flows for the
year  then ended, in conformity with accounting principles generally accepted in
the  United  States.


/s/ Wheeler, Herman, Hopkins & Lagor, PA

Wheeler, Herman, Hopkins & Lagor, PA
Certified Public Accountants
Tampa, Florida
March 24, 2006

                                       86
<PAGE>

             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

     February 25, 2005

The Board of Directors and Stockholders
Cytation Corporation
Bristol, RI

We  have  audited  the accompanying balance sheets of Cytation Corporation as of
December  31, 2004 and 2003 and the related statements of operations, changes in
stockholders'  equity  (deficit), and cash flow for the years then ended.  These
financial  statements  are  the responsibility of the company's management.  Our
responsibility  is  to express an opinion on these financial statements based on
our  audits.

We  conducted  our  audits  in  accordance  with standards of the Public Company
Accounting  Oversight  Board  (United  States).  Those standards require that we
plan  and  perform  the  audit  to obtain reasonable assurance about whether the
financial  statements  are  free  of  material  misstatement.  An audit includes
examining,  on  a test basis, evidence supporting the amounts and disclosures in
the  financial  statements.  An  audit  also  includes  assessing the accounting
principles  used  and  significant  estimates  made  by  management,  as well as
evaluating  the  overall  financial statement presentation.  We believe that our
audits  provide  a  reasonable  basis  for  our  opinion.

In  our  opinion,  the financial statements referred to above present fairly, in
all  material  respects,  the  financial  position  of  Cytation  Corporation at
December 31, 2004 and 2003, and the results of its operations and its cash flows
for  the  years  then  ended, in conformity with accounting principles generally
accepted  in  the  United  States.

The  accompanying financial statements for the year ended December 31, 2004 have
been  prepared  assuming  that the Company will continue as a going concern.  As
discussed  in  Note  1  to  the  financial  statements, the Company has suffered
operating  losses  and has a net capital deficiency that raise substantial doubt
about its ability to continue as going concern.  Management's plans in regard to
these  matters  are  also  described in Note 1.  The financial statements do not
include  any adjustments that might result form the outcome of this uncertainty.


/s/  Radin  Glass  &  Co.,  LLP
Certified  Public  Accountants
New  York,  NY

                                       87
<PAGE>

<TABLE>
<CAPTION>
                                 CYTATION CORP
                              Cytation Corporation
                                 Balance Sheet
                        As of December 31, 2005 and 2004


                                     ASSETS
                                                               2005         2004
<S>                                                            <C>           <C>
CURRENT ASSETS:
   Cash                                                   $       220   $    65,644
   Notes receivable, stockholder                                    -        10,113
   Notes receivable, other                                          -         5,000
   Prepaid expenses and other current assets                        -         8,706

      Total Current Assets                                        220        89,463

 PROPERTY AND EQUIPMENT, Net                              $         -   $     4,496

 OTHER ASSETS:
   Security deposit                                       $         -   $     1,800
   Investment                                                       -        59,718
      Total Other Assets                                            -        61,518

      TOTAL ASSETS                                        $       220   $   155,477
                                                           ==========   ===========

                     LIABILITIES AND STOCKHOLDERS' DEFICIT

 CURRENT LIABILITIES:
   Accounts payable and accrued expenses                  $    48,416   $    92,306
   Notes payable and accrued interest                          90,500       120,228

      Total Current Liabilities                               138,916       212,534

 STOCKHOLDERS' EQUITY(DEFICIT):
   Common stock, $0.001 par value, 2,000,000 shares
   authorized, 982,662 and 872,330 shares issued and
   outstanding respectively                                       982           872
   Additional paid-in capital                              32,723,371    32,608,015
   Shares Subscribed (not issued)                             (23,500)            -
   Accumulated deficit                                    (32,839,549)   (32,665,944)

      Total Stockholders' Deficit                            (138,696)       (57,057)

      TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT         $       220   $    155,477
                                                          ===========   ============

</TABLE>

     See  Reports  of Independent Registered Public Accounting Firm and Notes to
Financial  Statements.

                                       88
<PAGE>

<TABLE>
<CAPTION>

CYTATION CORP
                                 Cytation Corporation
                                Statements of Operations


                                                                   For the Years Ended December
                                                                               31,
                                                                      2005            2004
<S>                                                                    <C>              <C>
REVENUE
 Consulting revenue - cash                                          $  59,114         $  86,900
 Consulting revenue - non cash                                              -           153,468
TOTAL REVENUE                                                          59,114           240,368

COST OF REVENUE                                                         1,738           746,896

GROSS PROFIT                                                           57,376          (506,528)

OPERATING EXPENSES:
   Depreciation                                                         1,037             3,857
   Selling, general and administrative                                246,533           367,007

     TOTAL OPERATING EXPENSES                                         247,570           370,864

     OPERATING INCOME/(LOSS)                                         (190,194)         (877,392)

OTHER INCOME (EXPENSES)
   Gain on sale and distribution of investment                         31,902           187,976
   Loss on sale of property and equipment                              (4,270)                -
   Loss on termination of ARE agreement                                (5,000)                -
   Interest income (expenses), net                                     (6,043)           (5,298)
   Other Income                                                             -                 -

     TOTAL OTHER INCOME                                                16,589           182,678

     INCOME/(LOSS) BEFORE INCOME TAXES                               (173,605)         (694,714)

INCOME TAX EXPENSE                                                          -             1,975

     NET LOSS                                                        (173,605)        $(696,689)
                                                                    =========         =========
Net (Loss) Income Per Share (Basic)                                 $   (0.18)        $   (0.87)
Net (Loss) Income Per Share (Fully Diluted)                         $   (0.18)        $   (0.87)
                                                                    =========         =========
Weighted Average Common Shares Outstanding                            944,303           799,830
Weighted Average Common and Common Equivalent Shares Outstanding      944,303           799,830
                                                                    =========         =========
</TABLE>

See  Reports  of  Independent  Registered  Public  Accounting  Firm and Notes to
Financial  Statements

                                       89
<PAGE>

<TABLE>
<CAPTION>

CYTATION CORP
                                                              Cytation  Corporation
                                                    Statements of Changes in Stockholders' Deficit
                                                    For The Years Ended December 31, 2005 and 2004

                                              Common Stock            Additional        Shares        Accumulated
                                          Shares        Amount         Paid-in        Subscribed        Deficit
                                                                       Capital           For                              Total
 <S>                                       <C>            <C>            <C>             <C>              <C>              <C>
 Balance - December 31, 2003             582,330         $582         $33,118,610                     $(31,969,255)    $1,149,937

 Exercise of options                      50,000           50                 (25)                               -             25
 Issuance of common stock for services   240,000          240              71,760                                -         72,000
 Distributions - non cash                                   -            (582,330)                               -       (582,330)
 Net loss                                                   -                   -                         (696,689)      (696,689)

 Balance - December 31, 2004            872,330          $872         $32,608,015                     $(32,665,944)      $(57,057)

 Exercise of options                          -             -                   -                                -              -
 Issuance of common stock               110,332           110             115,356                                -        115,466
 Shares subscribed (not issued)               -             -                   -       (23,500)                 -        (23,500)
 Net loss                                                   -                   -                         (173,605)      (173,605)

 Balance - December 31, 2005            982,662          $982         $32,723,371      $(23,500)      $(32,839,549)     $(138,696)

   See Reports of Independent Registered Public Accounting Firm and Notes to
                              Financial Statements
</TABLE>

                                       90
<PAGE>

<TABLE>
<CAPTION>
                              Cytation Corporation
                            Statements of Cash Flows

                                                                 For the Years Ended December 31,
                                                                      2005              2004
<S>                                                                   <C>                <C>
 CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income (loss)                                              $  (173,605)     $  (696,689)
   Adjustments to reconcile net income (loss) to net cash used
   in operating activities:
      Depreciation                                                      1,036            3,856
      Non-cash consulting income                                       64,830         (153,468)
      Non cash compensation                                            49,601          884,750
      Gain on sales of marketable securities                          (31,902)        (187,976)
      Gain on disposal of equipment                                     4,270                -
      Accrued interest on note payable                                  9,155            5,544
      Write-off of note receivable-other                                5,000           55,169
      Changes in operating assets and liabilities:
      Prepaid expenses and others                                      10,506           (8,706)
      Accounts payable and accrued expenses                           (38,390)         (41,794)
          CASH FLOW USED IN OPERATING ACTIVITIES                      (99,499)        (139,314)

 CASH FLOWS FROM INVESTING ACTIVITIES:
   Purchases of equipment                                                (812)          (5,127)
   Proceeds from sales of marketable securities                             -          212,824
   Proceeds from disposal of equipment                                      2                -
   (Issuance) collection of notes receivable                                -           (5,000)
          CASH FLOW PROVIDED BY INVESTING ACTIVITIES                     (810)         202,697

 CASH FLOWS FROM FINANCING ACTIVITIES:
- --------------------------------------
   Proceeds from issuance of common stock                              74,267               25
   Collections (issuance) of note receivable                          (39,382)               -
          CASH FLOW PROVIDED BY FINANCING ACTIVITIES                   34,885               25

          NET INCREASE (DECREASE) IN CASH                             (65,424)          63,408


   CASH, Beginning of Year                                             65,644            2,236
   CASH, End of Year                                              $       220      $    65,644

 SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
   Cash paid during the years for:
     Interest                                                     $    14,345      $         -
     Taxes                                                        $         -      $     1,975

 Non-cash investing and financing activities:
     Distributions of Solomon shares                              $         -      $   582,330
</TABLE>

   SEE REPORTS OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM AND NOTES TO
                              FINANCIAL STATEMENTS

                                       91
<PAGE>

                              CYTATION CORPORATION
                          NOTES TO FINANCIAL STATEMENTS
                        AS OF DECEMBER 31, 2005 AND 2004
                                    (AUDITED)

NOTES  TO  FINANCIAL  STATEMENTS

1.  BUSINESS.

Cytation  Corporation was incorporated under the laws of Delaware on November 1,
1999.  Until June 20, 2001, the Company provided an extensive range of in-school
and  online  services  directed  at high school students and their parents, high
school  counselors,  college  admissions  officers and corporations which target
with the teen marketplace.  On June 20, 2001, the Company sold all of its assets
associated  with  these  activities to TMP Worldwide Inc.  for approximately $72
million  in  cash  and  debt  assumed.

During  the  period  commencing  with  the  fourth quarter of 2002 and ending in
December  2004,  the Company engaged in the business of providing consulting and
related  services  to  private companies that wish to become reporting companies
under  the  Securities  Exchange Act of 1934.  In the first quarter of 2005, the
Company  discontinued  all  business  operations  except  finding an appropriate
private  entity  with which it could acquire or enter into a similar transaction
with.  On January 18, 2006, the Company entered into the Securities Purchase and
Share  Exchange  Agreement, which resulted in a change of control of the Company
followed  simultaneously  with  an  acquisition  of  a  private  company.  See
"Subsequent  Events".

2.  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES.

USE  OF ESTIMATES- The Company's financial statements are prepared in conformity
with  accounting  principles  generally accepted in the United States of America
which  require  management  to  make  estimates  and assumptions that affect the
reported  amounts  of assets and liabilities and disclosure of contingent assets
and liabilities at the date of the financial statements and the reported amounts
of  revenues  and  expenses  during  the reporting period.  Actual results could
differ  from  those  estimates.

PROPERTY  AND  EQUIPMENT  -  Property  and  equipment  are  stated  at  cost and
depreciated  using  the  straight-line method over the estimated useful lives of
the  assets  ranging from three to seven years for equipment, auto and furniture
Leasehold improvements are amortized over the term of the lease or the estimated
life  of  the  improvement,  whichever  is shorter.  Whenever assets are sold or
retired,  their  cost  and related accumulated depreciation are removed from the
appropriate  accounts.  Any  gains  and  losses  on dispositions are recorded in
current  operations.

FAIR  VALUE  OF  FINANCIAL  INSTRUMENTS  -  The carrying amounts reported in the
balance  sheet  for cash, short-term loan, accounts payable and accrued expenses
approximate  fair  value  based on the short-term maturity of these instruments.

INCOME  TAXES  -  The  Company  utilizes  the liability method of accounting for
income  taxes  as set forth in SFAS 109, "Accounting for Income Taxes" Under the
liability  method, deferred taxes are determined based on the difference between
the  financial  statement  and tax bases of assets and liabilities using enacted
tax  rates  in  effect  in  the  years  in which the differences are expected to
reverse.

REVENUE  RECOGNITION  - Revenues were recognized when services are performed and
the  earnings  process  is  completed.

EMPLOYEE STOCK OPTIONS AND SHARES ISSUED FOR SERVICES - The Company accounts for
employee  stock  transactions in accordance with APB Opinion No. 25, "Accounting
for Stock Issued to Employees." The Company has adopted the pro forma disclosure
requirements  of  SFAS  123,  "Accounting  for  Stock-Based  Compensation."
Accordingly,  any  excess of fair market value of stock issued to employees over
exercise prices has been recorded as compensation expense and additional paid in
capital.
                                       92
<PAGE>

EARNING  (LOSS)  PER  SHARE - The Company adopted the provision of SFAS No. 128,
"Earnings  per  Share".  SFAS No. 128 eliminates the presentation of primary and
fully dilutive earnings per share ("EPS") and requires presentation of basic and
diluted EPS. Basic EPS is computed by dividing income (loss) available to common
stockholders by the weighted-average number of common shares outstanding for the
period.  Diluted EPS is based on the weighted-average number of shares of common
stock  and  common  stock  equivalents  outstanding for the period.

REPORTING OF SEGMENTS - The Company adopted No. 131, "Disclosures about Segments
of an Enterprise and Related Information". SFAS No. 131 establishes the criteria
for determining an operating segment and establishes the disclosure requirements
for  reporting  information about operating segments. The Company had determined
that  under  SFAS  No.  131,  it  operated  in  one  segment  of  service.

NEW  ACCOUNTING  PRONOUNCEMENTS

In December 2004, the FASB issued SFAS No.153, "Exchanges of Nonmonetary Assets,
an  amendment  of  APB Opinion No. 29, Accounting for Nonmonetary Transactions."
The  amendments  made by Statement 153 are based on the principle that exchanges
of  nonmonetary  assets should be measured based on the fair value of the assets
exchanged.  Further,  the  amendments  eliminate  the  narrow  exception  for
nonmonetary exchanges of similar productive assets and replace it with a broader
exception  for  exchanges  of  nonmonetary  assets  that  do not have commercial
substance.  Previously,  Opinion 29 required that the accounting for an exchange
of  a  productive asset for a similar productive asset or an equivalent interest
in  the  same  or  similar  productive  asset  should  be  based  on

                                       93
<PAGE>

                              CYTATION CORPORATION
                          NOTES TO FINANCIAL STATEMENTS
                        AS OF DECEMBER 31, 2005 AND 2004
                                    (AUDITED)

the  recorded amount of the asset relinquished. Opinion 29 provided an exception
to  its  basic  measurement  principle  (fair  value)  for  exchanges of similar
productive  assets.  The  FASB  believes  that  exception  required  that  some
nonmonetary  exchanges,  although  commercially  substantive,  be  recorded on a
carryover  basis.  By  focusing  the exception on exchanges that lack commercial
substance,  the  FASB  believes this statement produces financial reporting that
more  faithfully  represents  the  economics  of  the  transactions. SFAS 153 is
effective  for nonmonetary asset exchanges occurring in fiscal periods beginning
after  June  15,  2005.  Earlier  application is permitted for nonmonetary asset
exchanges  occurring in fiscal periods beginning after the date of issuance. The
provisions of SFAS 153 shall be applied prospectively. The Company has evaluated
the  impact of the adoption of SFAS 153, and does not believe the impact will be
significant  to  the  company's  overall  results  of  operations  or  financial
position.

In  December  2004,  the  FASB  issued  SFAS No.123 (revised 2004), "Share-Based
Payment".  SFAS  123(R)  will  provide  investors  and  other users of financial
statements  with  more  complete  and neutral financial information by requiring
that  the  compensation  cost  relating  to  share-based payment transactions be
recognized in financial statements. That cost will be measured based on the fair
value  of  the equity or liability instruments issued. SFAS 123(R) covers a wide
range  of  share-based  compensation  arrangements  including  share  options,
restricted share plans, performance-based awards, share appreciation rights, and
employee  share  purchase  plans.  SFAS  123(R) replaces FASB Statement No. 123,
"Accounting  for  Stock-Based  Compensation", and supersedes APB Opinion No. 25,
"Accounting  for  Stock  Issued to Employees". SFAS 123, as originally issued in
1995,  established  as  preferable  a  fair-value-based method of accounting for
share-based  payment  transactions  with  employees.  However,  that  statement
permitted entities the option of continuing to apply the guidance in Opinion 25,
as long as the footnotes to financial statements disclosed what net income would
have  been had the preferable fair-value-based method been used. Public entities
(other  than  those  filing as small business issuers) will be required to apply
SFAS 123(R) as of the first interim or annual reporting period that begins after
June  15,  2005.  For  public  entities that file as small business issuers SFAS
123(R)  is  applicable  as  of  the  beginning  of  the  first interim or annual
reporting  period that begins after December 15, 2005. The Company evaluated the
impact  of  the  adoption  of  SFAS 123(R), and believes that the impact will be
insignificant  to  the  company's  overall  results  of operations and financial
position.

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

3. NOTES RECEIVABLE, STOCKHOLDERS AND OTHERS

                                                                  2005    2004
                                                                 ------  -------

Note receivable from stockholders,
non-interest bearing and due on demand.                          $   --  $10,113

Note receivable from an unrelated entity, due on                     --    5,000
 demand without interest.                                        ------  -------
Total                                                            $   --  $15,113
                                                                 ======  =======

4. PROPERTY AND EQUIPMENT

Property  and  equipment at December 31, 2005 and 2004 consist of the following:

                                                  Estimated
                                2005    2004    Useful Lives
                                -----  -------  ------------

Computer and equipment          $  --  $47,945       3 years
Leasehold Improvements             --   10,414       7 years
                                -----  -------
Sub-total                          --   58,359
Less: accumulated depreciation     --   53,863
                                -----  -------
Property and Equipment, Net     $  --  $ 4,496
                                =====  =======

Depreciation  expense  for the years ended December 31, 2005 and 2004 was $1,037
and  $3,857,  respectively.

                                       94
<PAGE>
                              CYTATION CORPORATION
                          NOTES TO FINANCIAL STATEMENTS
                        AS OF DECEMBER 31, 2005 AND 2004
                                    (AUDITED)

5.  STOCKHOLDERS'  EQUITY

AUTHORIZED SHARES-The Company's authorized shares consisted of 3,140,000 shares,
divided  into  2,000,000  shares  of common stock, par value $.001 per share and
1,140,000  shares  of  preferred stock, par value $.01 per share. As of December
31,  2005 the Company had 982,662 shares of common stock issued and outstanding.

ISSUANCE  OF  COMMON  STOCK  -  On  February  14,  2005,  the Company authorized
theissuance  for no consideration of 3,332 shares to Bost & Co., an unaffiliated
third  party,  in  settlement  of  a  prior  investment.

Also  on  February  14,  2005,  the  Company authorized the issuance for nominal
consideration  of  30,000 restricted shares of its common stock to Richard Parke
in  consideration  of  his  agreement to serve as a director of the Company. The
Company  recorded an expense of $20,333 in connection with the issuance of these
shares.

On  March 4, 2005, the Company agreed to issue 47,000 of its common shares to an
unaffiliated  third  party  for $23,500 in cash and a warrant to purchase 20,000
shares of the common stock of Solomon Technologies, Inc ("Solomon Warrant"). All
of  these  shares  were  issued  on  June  30, 2005 when the market price of the
Company's  common  stock  was $1.22 per share. On September 1, 2005, the Solomon
Warrant  was  issued  and  $2,634 was recorded as a reduction of paid-in capital
based  on  the  Black-Scholes  option  valuation  model.

On  November 14, 2005, the Company issued 20,000 restricted shares of its common
stock  for  $1.00  a  share  to  an  unaffiliated  third party and issued 10,000
restricted  shares  of  its  common  stock  to  Foley  Hoag  LLP in reduction of
approximately  $45,000  of  indebtedness.  Foley  Hoag agreed to reduce its then
outstanding  liability to $85,000 with scheduled payments of $14,167 on February
1,  February  15,  March 15, April 15, May 15, and June 15, 2006.  The agreement
was  verbally  agreed  to in November 2005 and subsequently signed on January 4,
2006.

The  Board  of  Directors  of  the Company declared a 2-for-1 stock dividend for
stockholders  of  record  on  November  14,  2005.  The  "payment" date for this
dividend  is  November  23,  2005.  All  shares  and per share amounts have been
retroactively  restated  to  reflect  this  stock  dividend.

                                       95
<PAGE>

                              CYTATION CORPORATION
                          NOTES TO FINANCIAL STATEMENTS
                        AS OF DECEMBER 31, 2005 AND 2004
                                    (AUDITED)

In  November  2005,  the  Company  entered into a letter of intent to acquire an
unrelated  private  company.  The Company will be the surviving corporation, but
the business, ownership and management of the Company will change. In connection
with  the  proposed acquisition, the Company will authorize additional shares of
common  stock  and  preferred  stock  expected  to be issued in the transaction,
declare  a  2-or-1stock  dividend, and issue to third party's stockholders newly
issued  shares  of its preferred stock. The third party paid the Company $10,000
upon  completion  of due diligence and agreed to assume and to pay approximately
$120,000  of  the Company's liabilities at the closing of the transaction. After
the  transaction,  stockholders of the third party will own approximately 94% of
the  total  issued  and  outstanding  securities  of  the  Company.

WARRANTS-The  following table summarizes the changes in warrants outstanding and
related  price  ranges  are  as  follows:

                                           Weighted Average
                                  Shares    Exercise Price
                                  -------  ---------------

Outstanding at December 31, 2004    2,932       495.00
Granted                                --
Exercised                              --
Expired or cancelled               (2,932)     (495.00)
                                  -------
Outstanding at December 31, 2005       --
                                  =======

No  options  have  been  granted to employees during the year ended December 31,
2005  and  2004.  Therefore, if the Company had recognized compensation cost for
the  employee  stock  options in accordance with SFAS No. 123, the Company's pro
forma net income (loss) and earning (loss) per share would have been the same as
the  net  income  (loss)  and  earning  (loss)  per  share  as  reported  on the
accompanying  statements  of  operations.

6.  COMMITMENTS  AND  CONTINGENCIES

The  Company  rented  its  office  on  a  month-to-month basis. Rent expense was
approximately  $11,592  and  $11,000  for  the years ended December 31, 2005 and
2004,  respectively.

During  the  first  quarter of 2005, the Company reviewed business opportunities
resulting from its status as a Business Development Company under the Investment
Company Act of 1940 and evaluated other courses of action. On April 8, 2005, the
Company entered into a letter of intent with Evolve Oncology, Inc. ("Evolve") to
effect  a  reverse  merger  with  Evolve.  The Company terminated this letter of
intent  on  August  4,  2004.

                                       96
<PAGE>

                              CYTATION CORPORATION
                          NOTES TO FINANCIAL STATEMENTS
                        AS OF DECEMBER 31, 2005 AND 2004
                                    (AUDITED)

7.  INCOME  TAXES

At  December 31, 2005 and 2004, the Company had net operating loss carryforwards
of  approximately  $19,700,000 and $19,500,000, expiring 2011 through 2025. SFAS
No.  109  additionally  requires  the  establishment of a valuation allowance to
reflect  the  likelihood  of realization of deferred tax assets. At December 31,
2005  and  2004,  a  valuation allowance for the full amount of the deferred tax
asset was recorded because of operating losses incurred and the uncertainties as
to  the amount of taxable income that would be generated in the future years. In
addition,  the  utilization  of  such net operating losses is subject to certain
limitations  under  Federal  income  tax  laws.

The  components  of  the  net  deferred  tax  asset  consist of the following at
December  31,  2005  and  2004:

                                         2005             2004
                                  ------------------  ------------

Net operating loss carryforwards  $        6,895,000  $  6,825,000
Valuation allowance                       (6,895,000)   (6,825,000)
                                  ------------------  ------------
                                  $               --  $         --
                                  ==================  ============

The  provision  for  income  taxes differs from the amount computed applying the
statutory federal income tax rate to income before income taxes as follows as of
December  31,  2005  and  2004:

                                                          2005          2004
                                                         -------       -------

Income tax (benefit) computed at statutory rate at 35%   $(70,000)   $ (240,000)
Utilization of NOL                                              -
Tax benefit not recognized                                 70,000       240,000
                                                        ---------    ----------
Provision for income taxes                              $       -    $        -
                                                        =========    ==========

8.  INVESTMENT/NON-CASH INCOME:

By  agreement  of  the  majority  board  of directors, on September 1, 2005, the
Company  entered  into a settlement agreement with HTA whereby HTA issued to the
Company  an  additional  196,456  shares  of  its common stock and an additional
49,114  warrants.  The  HTA  common  stock  was  valued  at $0.25 per share, and
accordingly  the  Company  recorded  non-cash  income  in the amount of $49,114.

Based  on  the  Black-Scholes option valuation model, the HTA warrants have zero
value  with  volatility  of  0.01%.  Therefore, the Company recorded no non-cash
income  with  respect  to  these  warrants.

On  September 1, 2005 the Company distributed 196,456 shares of HTA common stock
and  197,582 HTA warrants to its two officers. The Company recorded compensation
expense  on  the  distribution  of  the HTA shares in the amount of $49,114 and,
based  the  zero  value  of  the  HTA warrants under the Black-Scholes valuation
model,  no  compensation  expense  for  the  HTA  warrants  was  recorded.

9.  SUBSEQUENT  EVENTS

On  January 18, 2006, the Company entered into the Securities Purchase and Share
Exchange  Agreement, (the "Securities Purchase and Share Exchange Agreement") by
and  among  the  Company,  Richard  A. Fisher, an individual, and Kevin J. High,
certain  purchasers  of  the  Company's Series A Convertible Preferred Stock (as
defined below), DVA, the shareholders of DVA, and Vicis Capital Master Fund (the
"Lender").

On January 18, 2006, the Company entered into the Investor Rights Agreement (the
"Investor  Rights  Agreement"), by and among the Company, each of the purchasers
of  the Company's Series A Preferred Stock, each of the shareholders of DVA, and
the  Lender.  Pursuant  to  the  Investor  Rights Agreement, the Company (a) has

                                       97
<PAGE>

                              CYTATION CORPORATION
                          NOTES TO FINANCIAL STATEMENTS
                        AS OF DECEMBER 31, 2005 AND 2004
                                    (AUDITED)

agreed to register certain securities for resale, including the Company's shares
related  to  the  Series  A  Preferred  Stock, the Series B Preferred Stock, the
Series  C  Preferred Stock, the Series A Common Stock Purchase Warrants, and the
Series  B  Common Stock Purchase Warrants, and (b) granted pre-emptive rights to
the  holders  of  the  Company's  Series  A  Preferred  Stock.

On  January  18,  2006,  the  Company's  wholly-owned  subsidiary,  DeerValley
Acquisitions Corp., entered into an Earnout Agreement (the "Earnout Agreement"),
between  Deer Valley Homebuilders, Inc., Deer Valley Acquisitions Corp., and the
former  owners  of Deer Valley Homebuilders, Inc. In connection with the Capital
Stock  Purchase  Agreement,  the  Company  entered  into  the Earnout Agreement,
pursuant  to  which,  additional  payments  may  be  paid  to

the  former  owners of Deer Valley Homebuilders, Inc., as an earnout, based upon
the  Net  Income  Before Taxes of Deer Valley Homebuilders, Inc. during the next
five  (5) years up to a maximum of $6,000,000. The business purpose of executing
the Earnout Agreement was to set the purchase price of Deer Valley Homebuilders,
Inc.  by  an  objective  standard,  given that the owners of DVH and the Company
could  not  agree  on an outright purchase price. Such agreement is described in
more  detail  herein  under  Common  Stock  Purchase  Agreement.

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

In  order  to  effectuate  the  Capital  Stock  Purchase  Agreement,  Cytation
Corporation  completed  a  series  of  tranactions  exempt from the registration
requirements of the Securities Act of 1933, as amended, pursuant to Section 4(2)
of  the  Act  for  transactions  not  involving  a  public offering and Rule 506
promulgated  by  the  United States Securities and Exchange Commission under the
Securities  Act  of  1933,  as  amended. As of the date of these financials, the
Company  has  closed  on  a private placement of approximately 745,622 shares of
Series A Preferred Stock. Pursuant to the Securities Purchase and Share Exchange
Agreement,  dated as of January 18, 2006, the Company (a) issued and sold to the
Purchasers,  and  the  Purchasers  purchased  from  the  Company,  (a)  Series A
Preferred  Stock,  (b) Series A Common Stock Purchase Warrants, and (c) Series B
Common  Stock Purchase Warrants. Also on January 18, 2006, the Company completed
a  share  exchange  pursuant  to  which  the  Company
acquired  100%  of  the  issued  and  outstanding  capital  stock of Deer Valley
Acquisitions,  Corp.  Pursuant  to the Share Exchange Agreement, in exchange for
100%  of  the  issued  and outstanding common stock of Deer Valley Acquisitions,
Corp.,  the  Company issued the following securities to the shareholders of Deer
Valley Acquisitions, Corp.: (a) Series B Preferred Stock, (b) Series C Preferred
Stock,  and  (c)  Series  C  Common  Stock  Purchase  Warrants.

In  connection  with  the  Securities  Purchase and Share Exchange Agreement, on
January  18,  2006,  the  Company  issued  to  the  Lender  an  Interest Bearing
Non-Convertible  Installment  Promissory  Note  ("the  Note"),  in  the original
principal  amount  of  One  Million  Five  Hundred  Thousand  and No/100 Dollars
($1,500,000),  together  with  interest  accruing  thereon  at an annual rate of
twelve  percent  (12%) per annum. The business purpose of executing the Note was
to  fund the acquisition of Deer Valley Homebuilders, Inc. On March 17, 2006 the
Lender  decided  to  convert  its  $1,500,000 promissory note that was issued in
January  2006.
                                       98
<PAGE>

                              CYTATION CORPORATION
                          NOTES TO FINANCIAL STATEMENTS
                        AS OF DECEMBER 31, 2005 AND 2004
                                    (AUDITED)

Pursuant  to  the  terms  of the Debt Exchange Agreement, the Company issued the
Lender its Series A Convertible Preferred Stock, Series A Warrants, and Series B
Warrants  to  the investor, in exchange for the retirement of its obligations to
repay  such  promissory  note.

The  company  no  longer  has  any  office lease obligations on a month by month
basis.

In  January 2006, the Company issued 17,338 to Sequence Advisors Corporation, an
affiliate  of  two  former  directors.

On  November 14, 2005, the Company issued 5,000 (pre-split) restricted shares of
its  common  stock  to  Foley  Hoag LLP in reduction of approximately $45,000 of

indebtedness.  As  a  result of the 2-for-1 stock dividend of November 14, 2005,
Foley  Hoag  now  holds  10,000  shares.  Foley  Hoag  agreed to reduce its then

outstanding  liability to $85,000 with scheduled payments of $14,167 on February
1, February 15, March 15, April 15, May 15, and June 15, 2006. The agreement was
verbally  agreed to in November 2005 and subsequently signed on January 4, 2006.
As  of  the date of these statements all required payments under such obligation
have  been  made.

On  January  18, 2006, DeerValley Acquisitions, Corp., a wholly-owned subsidiary
of  Cytation  Corporation,  acquired  100% of the issued and outstanding capital
stock of Deer Valley Homebuilders, Inc. The results of Deer Valley Homebuilders,
Inc.  will  be  included  in consolidated financial statements for periods after
January  18, 2006. Deer Valley Homebuilders, Inc. is an Alabama corporation with
its business offices located at 205 Carriage Street, P.O. Box 310, Guin, Alabama
35563 and is engaged in the production, sale and marketing of manufactured homes
in  the southeastern and south central U.S. housing market. Cytation Corporation
purchased  Deer  Valley  Homebuilders,  Inc.  to  serve as its primary operating
company  and  to  gain  entry  into  the  manufactured  home market. Deer Valley
Homebuilders,  Inc.  comprises  substantially  all  of  Cytation  Corporation's
operations.

The  aggregate purchase price for Deer Valley Homebuilders, Inc. was $6,000,000,
including  $5,500,000  cash  and  $500,000  of  Cytation  Corporation's Series A
Convertible Preferred Stock, Series A Common Stock Purchase Warrants, and Series
B  Common Stock Purchase Warrants. In addition, an Earnout Agreement was entered
into,  pursuant to which additional payments may be paid to the former owners of
Deer  Valley Homebuilders, Inc., as an earnout, based upon the Net Income Before
Taxes  of Deer Valley Homebuilders, Inc. during the next five (5) years, up to a
maximum  of  $6,000,000. The Company is accounting for the $6,000,000 earnout as
contingent  consideration  in  accordance  with paragraphs 25 through 28 of SFAS
141.  Because  the  amount,  if  any,  of  contingent  consideration  was  not
determinable  at  the  acquisition  date,  no amount for the contingency will be
recorded  in  the  Company's  financial  statements  until  the  contingency  is
resolved,  or  the  consideration  is  issued  or  becomes issuable. The Company
expects  that,  should  any amount of contingent consideration be issuable, such
amount  would  result  in  an  additional  element of the cost of acquiring Deer
Valley  Homebuilders,  Inc.

                                       99
<PAGE>

                              CYTATION CORPORATION
                          NOTES TO FINANCIAL STATEMENTS
                        AS OF DECEMBER 31, 2005 AND 2004
                                    (AUDITED)

The  Company  considered  the  effect of EITF 95-8 and based on its analysis the
contingent consideration of a minimum of $0 and a maximum of $6,000,000 over the
next  five years is nothing more than a way for the Company to defer payments of
purchase  price  so  the  Company  did  not have to pay Deer Valley Homebuilders
Inc.'s shareholders all money up front. Since Deer Valley Homebuilders, Inc. had
pre-tax  profit  in  2005 in excess of $3,000,000 it was easy for the Company to
conclude  that  Deer  Valley  Homebuilder's  business  was  worth  in  excess of
$6,000,000  or  approximately  two  times  pre-tax  profits.  The  sellers  were
interested  in  receiving  all  $12  million  upfront  however,  the Company was
unwilling  to  give  it  to  them  up  front  due  to  the fact that Deer Valley
Homebuilder's Inc. had only been in business less than two years and it would be
too dilutive to the shareholders to raise all monies upfront, so the Company and
previous  shareholders  of  Deer  Valley  Homebuilders, Inc. agreed to the price
adjustment  target  account  ("PATA").  So  long  as  Deer  Valley Homebuilder's
continues to have pre-tax profits in excess of one million dollars over the next
five  years  the  shareholder's  pursuant to their interest sold will be given a
pro-rata  portion  of  the  maximum  $6,000,000  PATA.  Therefore, based on this
analysis the Company will account for all of the PATA, when earned, by recording
it  as additional consideration for the acquisition of Deer Valley Homebuilders,
Inc.  and  will not record it as a period expense related to compensation. It is
also  noted  that the Company will account for this on an ongoing basis and book
any  accrued  liability  in  connection  with  the  PATA  as  incurred.

The  value  of  the  Series A Convertible Preferred Stock, Series A Common Stock
Purchase  Warrants,  and Series B Common Stock Purchase Warrants were determined
in  a  private  offering  also  completed  on  January  18,  2006.

The  following table summarizes the estimated fair values of the assets acquired
and  liabilities  assumed  at  the  date  of  acquisition.

                                AT DECEMBER 31, 2005
Current assets                       $  6,398,562
Property, plant, and equipment          1,611,531
Goodwill                                3,611,994
                                     ------------
 Total assets acquired                $11,622,087
                                     ------------
Current liabilities                    (3,879,939)
Long-term debt                         (1,367,148)
                                     ------------
 Total liabilities assumed            ($5,247,087)
                                     ------------
 Net assets acquired                 $  6,375,000
                                     ============

                                     100
<PAGE>

                          DEERVALLEY ACQUISITIONS CORP.
                              FINANCIAL STATEMENTS
                             AS OF DECEMBER 31, 2005
                                    (AUDITED)


TABLE OF CONTENTS:

AUDIT REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM           102

FINANCIAL STATEMENTS:

BALANCE SHEET AS OF DECEMBER 31, 2005                                   103

STATEMENT OF OPERATIONS FOR THE PERIOD FROM DATE OF INCEPTION
(JUNE 22, 2005) THROUGH DECEMBER 31, 2005                               104

STATEMENT OF STOCKHOLDERS' DEFICIT FROM DATE OF INCEPTION
(JUNE 22, 2005) THROUGH DECEMBER 31, 2005                               105

STATEMENT OF CASH FLOWS FROM DATE OF INCEPTION (JUNE 22, 2005)
THROUGH DECEMBER 31, 2005                                               106

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS                       107 - 111

<PAGE>

                          DEERVALLEY ACQUISITIONS CORP.
                              FINANCIAL STATEMENTS
                             AS OF DECEMBER 31, 2005
                                    (AUDITED)


             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


Stockholders and Board of Directors
DeerValley Acquisitions Corp.

We have audited the accompanying balance sheet of DeerValley Acquisitions Corp.
as of December 31, 2005, and the related statements of operations, stockholders'
deficit and cash flows for the period from the date of inception (June 22, 2005)
through December 31, 2005. These financial statements are the responsibility of
the Company's management. Our responsibility is to express an opinion on these
financial statements based on our audit.

We conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. The company is not required to
have, nor were we engaged to perform, an audit of its internal control over
financial reporting. Our audit includes consideration of internal control over
financial reporting as a basis for designing audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the company's internal control over financial
reporting. Accordingly, we express no such opinion. An audit also includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements, assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provide a reasonable
basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of DeerValley Acquisitions Corp.
as of December 31, 2005 and results of its operations and its cash flows for the
period from the date of inception (June 22, 2005) through December 31, 2005, in
conformity with accounting principles generally accepted in the United States of
America.


/s/ Wheeler, Herman, Hopkins & Lagor, PA

Wheeler, Herman, Hopkins & Lagor, PA
Certified Public Accountants

Tampa, Florida
March 24, 2006

                                     102
<PAGE>

<TABLE>
<CAPTION>
                          DEERVALLEY ACQUISITIONS CORP.
                                  Balance Sheet
                             As of December 31, 2005

                                     ASSETS
                                                                 2005
                                                               ---------
<S>                                                               <C>
CURRENT ASSETS:
      Cash                                                     $      36
                                                               ---------

           Total Current Assets                                       36

           TOTAL ASSETS                                        $      36
                                                               =========

 LIABILITIES AND STOCKHOLDERS'DEFICIT

 CURRENT LIABILITIES:
      Accounts payable and accrued expenses                    $   6,446
      Loan from stockholder                                          195
                                                               ---------

           Total Current Liabilities                               6,641

 STOCKHOLDERS' EQUITY(DEFICIT):
      Common stock, no par value, 30,000,000
      shares authorized, 7,620,100                                     -
      Additional paid-in capital                                  44,010
      Accumulated deficit                                        (50,615)
                                                               ---------

           TOTAL STOCKHOLDERS'DEFICIT                             (6,605)

           TOTAL LIABILITIES AND STOCKHOLDERS'DEFICIT          $      36
                                                               =========
</TABLE>

     SEE REPORTS OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM AND NOTES TO
                              FINANCIAL STATEMENTS

                                     103
<PAGE>

<TABLE>
<CAPTION>
                         DEERVALLEY ACQUISITIONS CORP.
                             Statement of Operations
     For The Period From Inception (June 22, 2005) Through December 31, 2005

OPERATING EXPENSES:
<S>                                                                     <C>
     Selling, general and administrative                           $    50,615
                                                                   -----------

          TOTAL OPERATING EXPENSES                                     (50,615)
                                                                   -----------

          LOSS BEFORE INCOME TAXES                                     (50,615)

INCOME TAX EXPENSE                                                           -

          NET LOSS                                                 $   (50,615)
                                                                   ===========

Net (Loss) Income Per Share (Basic)                                $     (0.01)
Net (Loss) Income Per Share (Fully Diluted)                        $     (0.01)
                                                                   ===========

Weighted Average Common Shares Outstanding                           7,620,100
Weighted Average Common and Common Equivalent Shares Outstanding     7,620,100
                                                                   ===========
</TABLE>

     SEE REPORTS OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM AND NOTES TO
                              FINANCIAL STATEMENTS

                                     104
<PAGE>

<TABLE>
<CAPTION>
                          DEERVALLEY ACQUISITIONS CORP
                 Statements of Change in Stockholders' Deficit
    For The Period From Inception (June 22, 2005) Through December 31, 2005

                                      Common Stock          Additional       Accumulated
                                 Shares       Amount      Paid-in Capital      Deficit      Total
                               -----------------------    ---------------    -----------   --------
<S>                              <C>           <C>              <C>              <C>          <C>
Balance - June 22, 2005               -       $      -    $        -         $        -    $     -

Issuance of common stock      7,620,100              -        44,010                  -     44,010
 Net loss                                            -             -            (50,615)    (50,615)

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

Balance - December 31, 2005   7,620,100       $      -      $ 44,010           $(50,615)    $(6,605)

                              =====================================================================
</TABLE>

     SEE REPORTS OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM AND NOTES TO
                              FINANCIAL STATEMENTS

                                     105
<PAGE>

<TABLE>
<CAPTION>
                         DEERVALLEY ACQUISITIONS CORP.
                             Statement of Cash Flows
     For The Period From Inception (June 22, 2005) Through December 31, 2005


CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                                        <C>
Net loss                                                                $(50,615)
Adjustments to reconcile net loss to net cash used in
operating activities:
    Increase in accounts payable and accrued expenses                      6,446
                                                                        --------
       CASH FLOW USED IN OPERATING ACTIVITIES                            (44,169)
                                                                        --------

CASH FLOWS FROM FINANCING ACTIVITIES:
 Loan from stockholder                                                       195
 Proceeds from issuance of common stock                                   44,010
                                                                        --------
       CASH FLOW PROVIDED BY FINANCING ACTIVITIES                         44,205
                                                                        --------

       NET INCREASE IN CASH                                                   36

CASH, Beginning of Year                                                        -
                                                                        --------
CASH, End of Year                                                       $     36
                                                                        ========

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
 Cash paid during the years for:
    Interest                                                            $      -
                                                                        ========
    Taxes                                                               $      -
                                                                        ========
</TABLE>

     SEE REPORTS OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM AND NOTES TO
                              FINANCIAL STATEMENTS

                                     106
<PAGE>

                         DeerValley Acquisitions Corp.
                          Notes to Financial Statements
                                December 31, 2005

NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization and Operations

DeerValley Acquisitions Corp. (the "Company") was incorporated in Florida on
June 22, 2005.

The Company was formed for the sole purpose of acquiring the rights to purchase
Deer Valley Homebuilders, Inc.

On January 18, 2006, the Company was party to a share purchase agreement with
Deer Valley Homebuilders, Inc., a Alabama corporation and a share exchange
agreement with Cytation Corp., a Delaware corporation with executive offices in
Rhode Island. (See Note 6.)

Revenue Recognition

The Company recognizes revenue when services are provided. The Company currently
has no revenue and anticipates no revenue in the near future.

Cash and Cash Equivalents

The Company considers all highly liquid investments with an original maturity of
three months or less to be cash equivalents.

Accounts Receivable

Accounts receivable are stated at estimated net realizable value. Accounts
receivable are comprised of balances due from customers net of estimated
allowances for uncollectible accounts. In determining collectibility, historical
trends are evaluated and specific customer issues are reviewed to arrive at
appropriate allowances.

Financial Instruments

Fair value estimates discussed herein are based upon certain market assumptions
and pertinent information available to management as of December 31, 2005. The
respective carrying value of certain on-balance-sheet financial instruments
approximated their fair values. These financial instruments include cash,
accounts receivable, accounts payable and notes payable. Fair values were
assumed to approximate carrying values for these financial instruments because
they are short term in nature and their carrying amounts approximate fair
values.

Long Lived Assets

The carrying value of long-lived assets is reviewed on a regular basis for the
existence of facts and circumstances that suggest impairment. The Company will
measure the amount of any impairment based on the amount that the carrying value
of the impaired assets exceed the undiscounted cash flows expected to result
from the use and eventual disposal of the impaired assets. At December 31, 2005,
no impairment of long-lived assets was deemed appropriate.

Use of Estimates

The Company's financial statements are prepared in conformity with accounting
principles generally accepted in the United States of America which require
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and liabilities at
the date of the financial statements and the reported amounts of revenues and
expenses during the reporting period. Actual results could differ from those
estimates.

                                     107
<PAGE>

                          DeerValley Acquisitions Corp.
                          Notes to Financial Statements
                                December 31, 2005


NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Advertising Costs

Advertising costs are charged to expense as incurred. Advertising costs are
included in selling, general and administrative expenses were $0 during 2005.

Segment Information

The Company follows SFAS 131, "Disclosures about Segments of an Enterprise and
Related Information". Certain information is disclosed, per SFAS 131, based on
the way management organizes financial information for making operating
decisions and assessing performance. The Company currently operates in a single
segment and will evaluate additional segment disclosure requirements as it
expands its operations.

Income Taxes

The Company follows SFAS 109 "Accounting for Income Taxes" for recording the
provision for income taxes. Deferred tax assets and liabilities are computed
based upon the difference between the financial statement and income tax basis
of assets and liabilities using the enacted marginal tax rate applicable when
the related asset or liability is expected to be realized or settled. Deferred
income tax expenses or benefits are based on the changes in the asset or
liability each period. If available evidence suggests that it is more likely
than not that some portion or all of the deferred tax assets will not be
realized, a valuation allowance is required to reduce the deferred tax assets to
the amount that is more likely than not to be realized. Future changes in such
valuation allowance are included in the provision for deferred income taxes in
the period of change.

Recent Accounting Pronouncements

In December 2004, the FASB issued SFAS 123(R), "Share-Based Payment." SFAS
123(R) amends SFAS 123, "Accounting for Stock-Based Compensation," and APB
Opinion 25, "Accounting for Stock Issued to Employees." SFAS 123(R) requires
that the cost of share-based payment transactions (including those with
employees and non-employees) be recognized in the financial statements. SFAS
123(R) applies to all share-based payment transactions in which an entity
acquires goods or services by issuing (or offering to issue) its shares, share
options, or other equity instruments (except for those held by an ESOP) or by
incurring liabilities (1) in amounts based (even in part) on the price of the
entity's shares or other equity instruments, or (2) that require (or may
require) settlement by the issuance of an entity's shares or other equity
instruments. This statement is effective (1) for public companies qualifying as
SEC small business issuers, as of the first fiscal year beginning after December
15, 2005, or (2) for all other public companies, as of the first fiscal year or
interim period beginning after June 15, 2005, or (3) for all nonpublic entities,
as of the first fiscal year beginning after December 15, 2005. Management does
not expect adoption of SFAS 123(R) to have a material impact on the Company's
financial statements.

In December 2004, the FASB issued SFAS 153, "Exchanges of Nonmonetary Assets,"
an amendment to Opinion No. 29, "Accounting for Nonmonetary Transactions."
Statement 153 eliminates certain differences in the guidance in Opinion No. 29
as compared to the guidance contained in standards issued by the International
Accounting Standards Board. The amendment to Opinion No. 29 eliminates the fair
value exception for nonmonetary exchanges of similar productive assets and
replaces it with a general exception for exchanges of nonmonetary assets that do
not have commercial substance. Such an exchange has commercial substance if the
future cash flows of the entity are expected to change significantly as a result
of the exchange. SFAS 153 is effective for nonmonetary asset exchanges occurring
in periods beginning after June 15, 2005. Earlier application is permitted for
nonmonetary asset exchanges occurring in periods beginning after December 16,
2004. Management does not expect adoption of SFAS 153 to have a material

                                     108
<PAGE>

                          DeerValley Acquisitions Corp.
                          Notes to Financial Statements
                                December 31, 2005

NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

impact on the Company's financial statements.

In  December  2004 the Financial Accounting Standards Board issued two FASB
Staff Positions-FSP FAS109-1, Application of FASB Statement 109 "Accounting for
Income  Taxes"  to the Tax Deduction on Qualified Production Activities Provided
by  the  American  Jobs  Creation  Act of 2004, and FSP FAS 109-2 Accounting and
Disclosure  Guidance  for the Foreign Earnings Repatriation Provision within the
American  Jobs Creation Act of 2004. Neither of these affected the Company as it
does not participate in the related activities

NOTE 2. BASIS OF REPORTING

The Company's financial statements are presented on a going concern basis, which
contemplates the realization of assets and satisfaction of liabilities in the
normal course of business.

The Company has had limited operating experienced. Significant losses from
operations are not expected as a result of continued operations. For the year
ended December 31, 2005, the Company incurred a net loss of $50,615 and has a
stockholders' deficit of $6,605 at December 31, 2005.

The financial statements do not include any adjustments to reflect the possible
future effects on the recoverability and classification of assets or the amounts
and classification of liabilities that may result from the possible inability of
the Company to continue as a going concern.

NOTE  3.  LOANS  FROM  STOCKHOLDERS

Loans from stockholders reflect the net balance due to its affiliates at
December 31, 2005, which amounted to $ 195.

NOTE 4. INCOME TAXES

The Company accounts for income taxes under SFAS 109, which requires use of the
liability method. SFAS 109 provides that deferred tax assets and liabilities are
recorded based on the differences between the tax bases of assets and
liabilities and their carrying amounts for financial reporting purposes,
referred to as temporary differences. Deferred tax assets and liabilities at the
end of each period are determined using the currently enacted tax rates applied
to taxable income in the periods in which the deferred tax assets and
liabilities are expected to be settled or realized.

The provision for income taxes differs from the amount computed by applying the
statutory federal income tax rate to income before provision for income taxes.
The sources and tax effects of the differences are as follows:

Income tax provision at the federal statutory rate               34%
- --------------------------------------------------------------------
Effect of operating losses                                      (34)%
- --------------------------------------------------------------------
                                                                   -
- --------------------------------------------------------------------

No benefit from the Company's operating losses has been allocated to the Company
from the consolidated group. No recognition of the future benefit of the
accumulated operating losses has made in connection with the change in ownership
of the Company's assets as described in Note 6.

                                     109
<PAGE>

                          DeerValley Acquisitions Corp.
                          Notes to Financial Statements
                                December 31, 2005

NOTE 5. COMMITMENTS AND CONTINGENCIES

Operating and Capital Leases:

The Company has never had and currently has no operating or capital leases as of
December 31, 2005.

Litigation:

During the periods covered by these financial statements the Company has not
been involved in litigation resulting from its normal business operations. The
Company does not believe that there is any pending or potential litigation that
could have a material impact on its financial condition or results of operation.

NOTE 6. SUBSEQUENT EVENTS

On  January  18, 2006, Cytation Corporation entered into the Securities Purchase
and Share  Exchange  Agreement,  (the  "Securities  Purchase  and  Share
Exchange Agreement")  by  and  among  Cytation Corporation, Richard A. Fisher,
an individual, and Kevin  J.  High,  certain  purchasers  of  Cytation
Corporation's  Series  A Convertible Preferred  Stock  (as  defined  below),
DVA, the shareholders of DVA, and Vicis Capital Master Fund (the "Lender").

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

On  January  18,  2006,  Cytation Corporation's wholly-owned subsidiary,
DeerValley Acquisitions Corp., entered into an Earnout Agreement (the "Earnout
Agreement"), between  Deer  Valley Homebuilders, Inc., Deer Valley Acquisitions
Corp., and the former  owners  of  Deer  Valley  Homebuilders,  Inc.  In
connection with the Capital Stock Purchase Agreement, Cytation Corporation
entered into the Earnout Agreement, pursuant to which, additional payments may
be paid to the former owners of Deer Valley Homebuilders, Inc., as an earnout,
based upon the Net Income Before Taxes of Deer Valley Homebuilders, Inc. during
the next five (5) years up to a maximum of $6,000,000.  The business purpose of
executing the Earnout Agreement was to set the purchase price of Deer Valley
Homebuilders, Inc. by an objective standard, given that the owners of DVH and
Cytation Corporation could not agree on an outright purchase price. Such
agreement is described in more detail herein under Capital Stock Purchase
Agreement.

Pursuant to the Capital Stock Purchase Agreement dated November 1, 2005, as
amended  (the  "Capital  Stock  Purchase  Agreement"),  DeerValley  Acquisitions
Corp.,  a  wholly  owned  subsidiary of Cytation Corporation, acquired,
immediately after completion of the Series A Financing and the Share Exchange,
one hundred percent (100%)  of the issued and outstanding capital stock of Deer
Valley Homebuilders, Inc.  Upon completion of the acquisition of the capital
stock of Deer Valley Homebuilders, Inc., Deer Valley Homebuilders, Inc. became
an indirect wholly owned subsidiary of Cytation Corporation.

In order to effectuate the Capital Stock Purchase Agreement, Cytation
Corporation completed a series of transactions exempt from the registration
requirements of the Securities Act of 1933, as amended, pursuant to Section 4(2)
of the Act for transactions not involving a public offering and Rule 506
promulgated by the United States Securities and Exchange Commission under the
Securities Act of 1933, as amended.  As of the date of these financials,
Cytation Corporation has closed on a private placement of approximately
745,622 shares of Series A Preferred Stock.  Pursuant to the Securities

                                     110
<PAGE>

                          DeerValley Acquisitions Corp.
                          Notes to Financial Statements
                                December 31, 2005

NOTE 6. SUBSEQUENT EVENTS (CONTINUED)

Purchase and Share Exchange Agreement, dated as of January 18, 2006, Cytation
Corporation (a) issued and sold to the Purchasers, and the Purchasers purchased
from Cytation Corporation, (a) Series A Preferred Stock, (b) Series A Common
Stock Purchase Warrants, and (c) Series B Common Stock Purchase Warrants. Also
on January 18, 2006, Cytation Corporation completed a share exchange pursuant to
which Cytation Corporation acquired 100% of the issued and outstanding capital
stock of Deer Valley Acquisitions, Corp. Pursuant to the Share Exchange
Agreement, in exchange for 100% of the issued and outstanding common stock of
Deer Valley Acquisitions, Corp., Cytation Corporation issued the following
securities to the shareholders of Deer Valley Acquisitions, Corp.: (a) Series B
Preferred Stock, (b) Series C Preferred Stock, and (c) Series C Common Stock
Purchase Warrants.

In connection with the Securities Purchase and Share Exchange Agreement, on
January 18, 2006, Cytation Corporation issued to the Lender an Interest Bearing
Non-Convertible Installment Promissory Note ("the Note"), in the original
principal amount of One Million Five Hundred Thousand and No/100 Dollars
($1,500,000), together with interest accruing thereon at an annual rate of
twelve percent (12%) per annum.  The business purpose of executing the Note was
to fund the acquisition of Deer Valley Homebuilders, Inc.  On March 17, 2006 the
Lender decided to convert its $1,500,000 promissory note that was issued in
January 2006. Pursuant to the terms of the Debt Exchange Agreement, Cytation
Corporation issued the Lender its Series A Convertible Preferred Stock, Series A
Warrants, and Series B Warrants to the investor, in exchange for the retirement
of its obligations to repay such promissory note.

On January 18, 2006, DeerValley Acquisitions, Corp., a wholly-owned subsidiary
of Cytation Corporation, acquired 100% of the issued and outstanding capital
stock of Deer Valley Homebuilders, Inc. The results of Deer Valley Homebuilders,
Inc. will be included in consolidated financial statements for periods after
January 18, 2006. Deer Valley Homebuilders, Inc. is an Alabama corporation with
its business offices located at 205 Carriage Street, P.O. Box 310, Guin, Alabama
35563 and is engaged in the production, sale and marketing of manufactured homes
in the southeastern and south central U.S. housing market. Cytation Corporation
purchased Deer Valley Homebuilders, Inc. to serve as its primary operating
company and to gain entry into the manufactured home market. Deer Valley
Homebuilders, Inc. comprises substantially all of Cytation Corporation's
operations.

The aggregate purchase price for Deer Valley Homebuilders, Inc. was $6,000,000,
including $5,500,000 cash and $500,000 of Cytation Corporation's Series A
Convertible Preferred Stock, Series A Common Stock Purchase Warrants, and Series
B Common Stock Purchase Warrants. In addition, an Earnout Agreement was entered
into, pursuant to which additional payments may be paid to the former owners of
Deer Valley Homebuilders, Inc., as an earnout, based upon the Net Income Before
Taxes of Deer Valley Homebuilders, Inc. during the next five (5) years, up to a
maximum of $6,000,000. The value of the Series A Convertible Preferred Stock,
Series A Common Stock Purchase Warrants, and Series B Common Stock Purchase
Warrants were determined in a private offering also completed on January 18,
2006.

The following table summarizes the estimated fair values of the assets acquired
and liabilities assumed at the date of acquisition.

The following table summarizes the estimated fair values of the assets acquired
and liabilities assumed at the date of acquisition.

AT DECEMBER 31, 2005

Current assets                           $        6,398,562
Property, plant, and equipment                    1,611,531
Goodwill                                          3,611,994

  Total assets acquired                  $       11,622,087
                                         ------------------
Current liabilities                              (3,879,939)
Long-term debt                                   (1,367,148)
  Total liabilities assumed                      (5,247,087)
                                         ------------------
  Net assets acquired                    $        6,375,000

                                     111
<PAGE>

                         DEER VALLEY HOMEBUILDERS, INC.

                              FINANCIAL STATEMENTS

                 FOR THE YEARS ENDED DECEMBER 31, 2005 AND 2004

                                     112
<PAGE>

                         DEER VALLEY HOMEBUILDERS, INC.
                              FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2005 AND 2004


                                TABLE OF CONTENTS

                                                                            Page

Audit  Report  of  Independent  Registered  Public  Accounting  Firm         114

Balance  Sheets  at  December  31,  2005  and  2004                          115

Statements  of  Operations  for the Years Ended December 31, 2005 and 2004   116

Statement  of  Stockholders'  Equity for the Years Ended December 31, 2004   117

Statements of Cash Flows for the Years Ended December 31, 2005 and 2004      118

Notes  to  Financial  Statements                                         119-128

                                     113
<PAGE>

          AUDIT REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


To the Board of Directors and
Stockholders of Deer Valley Homebuilders, Inc.


We  have  audited  the  accompanying balance sheets of Deer Valley Homebuilders,
Inc. as of December 31, 2005 and 2004, and the related statements of operations,
stockholders'  equity  and cash flows for the years then ended.  These financial
statements  are  the  responsibility  of  the  Company's  management.  Our
responsibility  is  to express an opinion on these financial statements based on
our  audits.

We  conducted  our audits in accordance with the standards of the Public Company
Accounting  Oversight  Board  (United  States).  Those standards require that we
plan  and  perform  the  audits to obtain reasonable assurance about whether the
financial  statements  are  free  of  material misstatement.  The Company is not
required  to  have,  nor  were  we  engaged to perform, an audit of its internal
control over financial reporting.  Our audits included consideration of internal
control  over financial reporting as a basis for designing audit procedures that
are  appropriate  in the circumstances, but not for the purpose of expressing an
opinion  on  the  effectiveness of the Company's internal control over financial
reporting.  Accordingly,  we  express  no  such opinion.  An audit also includes
examining,  on  a test basis, evidence supporting the amounts and disclosures in
the  financial  statements,  assessing  the  accounting  principles  used  and
significant  estimates  made  by  management,  as well as evaluating the overall
financial  statement  presentation.  We  believe  that  our  audits  provide  a
reasonable  basis  for  our  opinion.

In  our  opinion,  the financial statements referred to above present fairly, in
all  material respects, the financial position of Deer Valley Homebuilders, Inc.
as of December 31, 2005 and 2004, and the results of its operations and its cash
flows  for  years  then ended in conformity with accounting principles generally
accepted  in  the  United  States  of  America.

/s/ Wheeler, Herman, Hopkins & Lagor, PA

Wheeler,  Herman,  Hopkins  &  Lagor, PA
Tampa,  Florida
February 8,  2006

                                     114
<PAGE>

<TABLE>
<CAPTION>
                                      DEER VALLEY HOMEBUILDERS, INC.
                                               BALANCE SHEETS
                                                                                    DECEMBER  31,    DECEMBER  31,
                                                                                        2005            2004
                                                                                    -------------  --------------
<S>                                                                                      <C>            <C>
ASSETS

CURRENT ASSETS:
Cash and Cash Equivalents                                                           $  2,931,263   $    1,563,818
Certificate of Deposit                                                                   151,418
Accounts Receivable                                                                    2,140,404        1,064,518
Other Receivable                                                                           7,500            1,000
Inventories                                                                            1,115,558          687,110
Prepayments and Other Current Assets                                                      52,419           48,916
                                                                                    -------------  --------------
     Total Current Assets                                                              6,398,562        3,365,362
                                                                                    -------------  --------------

Property, Plant and Equipment
   Property, Plant and Equipment at Cost                                               1,814,683        1,705,470
   Less:  Accumulated Depreciation                                                      (203,152)         (84,211)
                                                                                    -------------  --------------
      Net Property, Plant and Equipment                                                1,611,531        1,621,259
                                                                                    -------------  --------------

     TOTAL ASSETS                                                                   $  8,010,093   $    4,986,621
                                                                                    =============  ==============

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
Current Maturities of Long-Term Debt                                                $     55,716   $       58,190
Accounts Payable                                                                       1,166,020          496,821
Accounts Payable under Dealer Incentive Programs                                         340,432          108,056
Estimated Warranties                                                                     750,000          550,000
Compensation and Related Accruals                                                        413,939          271,121
Accrued Stockholder Distributions                                                        925,000          545,540
Other Accrued Expenses                                                                   228,832           67,967
                                                                                    -------------  --------------
     Total Current Liabilities                                                         3,879,939        2,097,695
                                                                                    -------------  --------------

Long-Term Debt, Net of Current Maturities                                              1,367,148        1,442,578
                                                                                    -------------  --------------
     Total Long-Term Debt                                                              1,367,148        1,442,578
                                                                                    -------------  --------------

Commitments and Contingencies (Note 9)
Stockholders' Equity
Common Stock, $1.00 Par Value, 1,000 shares authorized,
   940 shares issued and 940 shares outstanding for 2005 and 1,000 shares issued,
and 940 shares outstanding for 2004                                                          940            1,000
Paid-In Capital                                                                        2,762,066        1,099,000
Treasury Stock, at Cost; 60 Shares                                                             0          (66,000)
Retained Earnings                                                                              0          412,348
                                                                                    -------------  --------------
     Total Stockholders' Equity                                                        2,763,006        1,446,348
                                                                                    -------------  --------------

     TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                     $  8,010,093   $    4,986,621
                                                                                    =============  ==============\
</TABLE>

     See Reports of Independent Registered Public Accounting Firm and Notes to
                              Financial Statements

                                     115
<PAGE>

<TABLE>
<CAPTION>
                     DEER VALLEY HOMEBUILDERS, INC.
                        STATEMENT OF OPERATIONS

                                             FOR YEARS ENDED DECEMBER  31,
                                               2005              2004
                                         -----------------  ---------------
<S>                                             <C>                <C>
Net Revenue                              $     35,717,073   $   15,394,215

Cost of Sales                                  29,292,051       12,769,267
                                         -----------------  ---------------

Gross Profit                                    6,425,022        2,624,948
                                         -----------------  ---------------

Selling, General and Administrative             2,996,023        1,559,333
                                         -----------------  ---------------

Operating Income                                3,428,999        1,065,615
                                         -----------------  ---------------

Other Income (Expense)
   Interest Expense                       (        74,904)   (      55,109)
   Interest Income                                 12,563               --
                                         -----------------  ---------------
                                          (        62,341)   (      55,109)

Net Income                               $      3,366,658   $    1,010,506
                                         =================  ===============

Basic and Diluted Net Income Per Share   $          3,574   $        1,011
                                         =================  ===============

Weighted Average Shares Outstanding                   942            1,000
                                         =================  ===============
</TABLE>

     See Reports of Independent Registered Public Accounting Firm and Notes to
                              Financial Statements

                                     116
<PAGE>

<TABLE>
<CAPTION>
                                        DEER VALLEY HOMEBUILDERS, INC.
                                      STATEMENT OF STOCKHOLDERS' EQUITY

                            COMMON  STOCK     ADDITIONAL    Treasury
                         -------------------   PAID-IN        Stock       TREASURY    RETAINED
                          SHARES    AMOUNT     CAPITAL     (In Shares)     STOCK      EARNINGS        TOTAL
                          -------  --------  -----------   ----------    ---------   ------------   ------------
<S>                         <C>      <C>        <C>           <C>          <C>          <C>           <C>
As of January 7, 2004      1,000   $  1,000  $ 1,099,000                 $     --    $         --   $  1,100,000

Purchase of Treasury
  Stock                                                       (60)         (66,000)                      (66,000)

Cash Distributions                                                                        (52,618)       (52,618)

Accrual of Distributions                                                                 (545,540)      (545,540)


Net Income                                                                              1,010,506      1,010,506
                         -------   --------  -----------                 ---------   ------------   ------------

As of December 31,
  2004                     1,000      1,000    1,099,000      (60)         (66,000)       412,348      1,446,348

Purchase of Treasury
  Stock                      (60)       (60)     (65,940)      60           66,000             --             --

Cash Distributions                                                                     (1,125,000)    (1,125,000)

Accrual of Distributions                                                                 (925,000)      (925,000)

Net Income                                                                              3,366,658      3,366,658
                         -------   --------  -----------   ----------    ---------  -------------   ------------

Adjustment of Undistributed
Retained Earnings to APIC                      1,729,006                               (1,729,006)

As of December 31,
  2005                       940   $    940  $ 2,762,066        0         $     --   $          -    $ 2,763,006
                         =======   ========  ===========   ==========     =========  ============    ===========
</TABLE>

     See Reports of Independent Registered Public Accounting Firm and Notes to
                              Financial Statements

                                     117
<PAGE>

<TABLE>
<CAPTION>
                                    DEER VALLEY HOMEBUILDERS, INC.
                                       STATEMENTS OF CASH FLOWS

                           INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS

                                                                  FOR  THE  YEARS ENDED DECEMBER 31,
                                                                --------------------------------------
                                                                       2005                2004
                                                                ------------------  ------------------
<S>                                                                    <C>                 <C>
CASH FLOWS FROM OPERATING ACTIVITIES:

Net Income                                                      $       3,366,658   $       1,010,506
Adjustments to reconcile net income to net cash provided
by operating activities:
   Depreciation on property, plant and equipment                          118,941              84,211
   Changes in assets and liabilities:
      (Decrease) in receivables                                        (1,075,886)         (1,064,518)
      (Decrease) in other receivables                                  (    6,500)         (    1,000)
      (Decrease) in inventories                                        (  428,448)         (  687,110)
      (Decrease) in prepayments and other assets                       (    3,503)         (   48,916)
      Increase in accounts payable                                        669,199             496,821
      Increase in accounts payable under dealer incentives                232,376             108,056
      Increase in estimated warranties                                    200,000             550,000
      Increase in compensation and related accruals                       142,818             271,121
      Increase in accrued expenses                                        160,865              67,967
                                                                ------------------  ------------------
         Net cash provided by operating activities                      3,376,520             787,139
                                                                ------------------  ------------------

Cash Flows from Investing Activities:
   Purchase of capital assets                                          (  109,213)         (1,705,470)
   Purchase of certificate deposit                                     (  151,418)                 --
                                                                ------------------  ------------------
      Net cash used in investing activities                            (  260,631)         (1,705,470)
                                                                ------------------  ------------------

Cash Flows from Financing Activities:
   Proceeds from notes payable                                                 --           1,543,314
   Repayments of notes payable                                         (   77,904)         (   42,546)
   Purchase of treasury stock                                                  --          (   66,000)
   Issuance of common stock                                                    --           1,100,000
   Payment of cash distributions                                       (1,670,540)         (   52,618)
                                                                ------------------  ------------------
      Net cash (used in) provided by financing activities              (1,748,444)          2,482,150
                                                                ------------------  ------------------

Net Increase in Cash and Cash Equivalents                               1,367,445           1,563,818

Cash and Cash Equivalents at Beginning of Year                          1,563,818                  --
                                                                ------------------  ------------------
Cash and Cash Equivalents at End of Year                        $       2,931,263   $       1,563,818
                                                                ==================  ==================

Supplemental Cash Flows Information:

Cash Paid for Interest                                          $          94,904   $          50,099
                                                                ==================  ==================

Cash Paid for Income Taxes                                      $              --   $              --
                                                                ==================  ==================

Non-cash investing and financing activities:

Accrued distributions to stockholders                           $         925,000   $         545,540
                                                                ==================  ==================
</TABLE>

     See Reports of Independent Registered Public Accounting Firm and Notes to
                              Financial Statements

                                     118
<PAGE>

                         DEER VALLEY HOMEBUILDERS, INC.
                          NOTES TO FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2005 AND 2004


1.     NATURE  OF  BUSINESS,  BASIS  OF PRESENTATION, AND SUMMARY OF SIGNIFICANT
       ACCOUNTING  POLICIES

THE  COMPANY  -  Deer  Valley Homebuilders, Inc. (the Company) was organized and
incorporated  as  an Alabama corporation on January 7, 2004 and is headquartered
in  Guin,  Alabama.  The  Company  operates  on  a  52-53  week  year  end.

NATURE OF OPERATIONS - The Company designs and produces manufactured homes which
are  sold  to  a  network  of  dealers located primarily in the southeastern and
south-central  regions  of  the  United States.  The Company operates out of one
manufacturing  facility  located  in  Guin,  Alabama (the northwestern region of
Alabama).  Business  is seasonal and cyclical with the potential for significant
fluctuations  in quarterly earnings as a result of factors impacting the broader
housing  market,  including  but  not limited to changes in the availability and
cost  of  customer financing, changes in the cost of construction materials, and
changes  in  the  economic  conditions  within  the market regions served by the
Company.

SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES:

ACCOUNTING  ESTIMATES  -  The  Company's  financial  statements  are prepared in
conformity with accounting principles generally accepted in the United States of
America  which  require management to make estimates and assumptions that affect
the  reported  amounts  of  assets  and liabilities and disclosure of contingent
assets  and liabilities at the date of the financial statements and the reported
amounts  of  revenues  and expenses during the reporting period.  Actual results
could  differ  from  those  estimates.

FAIR  VALUE  OF FINANCIAL INSTRUMENTS - The carrying value of the Company's cash
equivalents,  accounts  receivable,  accounts  payable  and  accrued  expenses
approximates  fair  value because of the short-term nature of these instruments.

CASH  EQUIVALENTS  -  The  Company  considers all highly liquid investments with
original  maturities  of  three  months  or  less  to  be  cash  equivalents.

ACCOUNTS  RECEIVABLE  - Accounts receivable represent balances due from dealers.
Credit risk associated with balances due from dealers is evaluated by management
relative  to  financial  condition  and past payment experience.  As a result of
management's reviews no reserves for uncollectible amounts have been recorded in
the  accompanying  financial  statements.

INVENTORIES  -  Inventories are stated at the lower of cost (first-in, first-out
method)  or  market.  Work-in-process  and finished goods inventories include an
allocation  for  labor  and  overhead  costs.

PROPERTY,  PLANT AND EQUIPMENT - Property, plant and equipment is stated at cost
and  depreciated  over  the estimated useful lives of the related assets ranging
from  5  to  40 years primarily using the straight-line method.  Maintenance and
repairs are expensed as incurred.  Depreciation expense amounted to $118,941 and
$84,211  for  the  years  ended  December  31,  2005  and  2004,  respectively.

     CATEGORY                                 USEFUL  LIFE
     --------                                 ------------
     Land  and  Improvements                   10  years
     Buildings                                 40  years
     Machinery  and  Equipment                5-10  years
     Furniture  and Fixtures                  5-10  years

                                     119
<PAGE>

IMPAIRMENT  OF  LONG-LIVED  ASSETS - In accordance with SFAS No. 144, Accounting
for  the  Impairment or Disposal of Long-Lived Assets, the Company evaluates the
carrying  value  of  long-lived  assets  to  be  held  and  used when events and
circumstances warrant such a review.  The carrying value of long-lived assets is
considered impaired when the anticipated undiscounted cash flow from such assets
is  less  than its carrying value.  In that event, a loss is recognized based on
the  amount  by  which  the  carrying value exceeds the fair market value of the
long-lived  assets.  Fair  market  value  is  determined  primarily  using  the
anticipated cash flows discounted at a rate commensurate with the risk involved.
Losses  on  long-lived  assets  to  be  disposed  of are determined in a similar
manner,  except  that  the fair market values are primarily based on independent
appraisals  and preliminary or definitive contractual arrangements less costs to
dispose.

REVENUE RECOGNITION - Revenue for manufactured homes sold to independent dealers
generally is recorded when all of the following conditions have been met; (a) an
order  for  the  home  has  been received from the dealer, (b) an agreement with
respect  to  payment  terms (usually in the form of a written or verbal approval
for  payment  has been received from the dealer's flooring institution), and (c)
the  home  has  been  shipped  and  risk  of  loss  has  passed  to  the dealer.

PRODUCT  WARRANTIES  -  The  Company  provides  the retail home buyer a one-year
limited  warranty covering defects in material or workmanship in home structure,
plumbing  and  electrical  systems.  The  Company  estimated  warranty costs are
accrued  at  the time of the sale to the dealer following industry standards and
historical  warranty  cost  incurred.  Periodic  adjustments  to  the  estimated
warranty  accrual are made as events occur which indicate changes are necessary.
As  of  December  31,  2005  and  2004,  the Company has provided a liability of
$750,000  and  $550,000,  respectively  for estimated warranty costs relating to
homes  sold, based upon management's assessment of historical experience factors
and  current  industry  trends.

Management  reviews  its  warranty  requirements  at the close of each reporting
period and adjusts the reserves accordingly.  The following tabular presentation
reflects  activity  in  warranty  reserves  during  the  periods  presented:

<TABLE>
<CAPTION>
                                   FOR THE YEARS ENDED DECEMBER 31,
                                   --------------------------------
                                          2005         2004
                                      ------------  ----------
<S>                                      <C>           <C>
Balance at Beginning of Period        $   550,000   $      --
   Warranty Charges                     1,758,473     798,164
   Warranty Payments                   (1,558,473)   (248,164)
                                      ------------  ----------
Balance at End of Period              $   750,000   $ 550,000
                                      ============  ==========
</TABLE>

DEALER INCENTIVE PROGRAMS - The Company provides rebates to dealers based upon a
predetermined  formula  applied to the volume of homes sold to the dealer during
the  year.  These  rebates  are  recorded  at  the  time  the  dealer  sales are
consummated.

NET  INCOME  PER  SHARE  -  Basic  income per share represents the Company's net
income divided by the weighted average shares of common stock outstanding during
the  period.  The  Company  has  no  common  stock  equivalents,  convertible
instruments  or  other  arrangements  that  would result in a dilutive effect on
basic  income  per  common  share.

INCOME  TAXES  -  The  Company  has  elected  to be taxed under the provision of
Subchapter  S of the Internal Revenue Code.  Under those provisions, the Company
does  not  pay  federal  or  state corporate income taxes on its taxable income.
Instead,  the  stockholders  are  liable for individual federal and state income
taxes  on  their  respective  share  of  the  Company's  taxable income in their
individual  income  tax  returns.  Accordingly,  the  accompanying  financial
statements  do  not  include  income taxes. See Note 6 for information about pro
forma  income  taxes.

                                     120
<PAGE>

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

In  December  2004,  the  FASB  issued  SFAS No.123 (revised 2004), "Share-Based
Payment".  SFAS  123(R)  will  provide  investors  and  other users of financial
statements  with  more  complete  and neutral financial information by requiring
that  the  compensation  cost  relating  to  share-based payment transactions be
recognized in financial statements. That cost will be measured based on the fair
value  of  the equity or liability instruments issued. SFAS 123(R) covers a wide
range  of  share-based  compensation  arrangements  including  share  options,
restricted share plans, performance-based awards, share appreciation rights, and
employee  share  purchase  plans.  SFAS  123(R) replaces FASB Statement No. 123,
"Accounting  for  Stock-Based  Compensation", and supersedes APB Opinion No. 25,
"Accounting  for  Stock  Issued to Employees". SFAS 123, as originally issued in
1995,  established  as  preferable  a  fair-value-based method of accounting for
share-based  payment  transactions  with  employees.  However,  that  statement
permitted entities the option of continuing to apply the guidance in Opinion 25,
as long as the footnotes to financial statements disclosed what net income would
have  been had the preferable fair-value-based method been used. Public entities
(other  than  those  filing as small business issuers) will be required to apply
SFAS 123(R) as of the first interim or annual reporting period that begins after
June  15,  2005.  For  public  entities that file as small business issuers SFAS
123(R)  is  applicable  as  of  the  beginning  of  the  first interim or annual
reporting  period  that  begins  after December 15, 2005.  The Company evaluated
the  impact of the adoption of SFAS 123(R), and believes that the impact will be
insignificant  to  the  company's  overall  results  of operations and financial
position.

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

2.     CASH  AND  CASH  EQUIVALENTS

Cash  and  cash  equivalents  at  December  31,  2005  and 2004, are held in one
financial  institution  in  Guin,  Alabama,  and  exceed  the  FDIC  limits  of
insurability.

                                     121
<PAGE>

3.     INVENTORIES

Inventories  consisted  of  the  following  components:

<TABLE>
<CAPTION>
                          DECEMBER 31,
                         --------------
                         2005       2004
                      ----------  --------
<S>                      <C>         <C>
Raw Materials         $  881,563  $408,821
Work-in-Process          184,599   156,718
Finished Goods            49,396   121,571
                      ----------  --------
Total Inventory       $1,115,558  $687,110
                      ==========  ========
</TABLE>

4.     PROPERTY,  PLANT  AND  EQUIPMENT

Property,  Plant  and  Equipment  consisted  of  the  following:

<TABLE>
<CAPTION>
                          DECEMBER 31,
                         --------------
                         2005       2004
                      ----------  ----------
<S>                      <C>         <C>
Land and Improvements $  296,915  $  277,500
Buildings                822,500     822,500
Machinery and Equipment  559,107     495,145
Furniture and Fixtures   136,161     110,325
                      ----------  ----------
Total Property,
Plant and Equipment   $1,814,683  $1,705,470
                      ==========  ==========
</TABLE>

5.     CREDIT  ARRANGEMENTS

REVOLVING LINE OF CREDIT - The Company had a fixed rate revolving line of credit
with  State  Bank and Trust of Guin, Alabama.  Under this line of credit entered
into  on  March 3, 2004, the Company could make loan draws for business purposes
up  to a maximum amount of $500,528 in the aggregate.  Amounts drawn on the line
of  credit  accrue  interest  at  the  fixed interest rate of 5.5%.  The line of
credit  matured  on  March 25, 2005 and was not renewed.  The line of credit was
secured  by  inventory  and  accounts  receivable  of  the  Company.

IRREVOCABLE  STANDBY LETTERS OF CREDIT - The Company during its normal course of
business is required to issue irrevocable standby letters of credit in the favor
of  independent  third  party  beneficiaries.  As  of  December  31,  2005,  the
following  letters  of  credit  were  issued  and  in  force:

     Letter  of  Credit  No.  98  issued  through  State  Bank  &  Trust  in the
     amount  of  $400,000 to the favor of beneficiary GE Commercial Distribution
     Finance  Corporation,  issued  January  27,  2005, and expiring January 27,
     2006. Personally guaranteed by the largest stockholder of the Company. (See
     Note 9.)

     Letter  of  Credit  No.  93  issued  through  State  Bank  &  Trust  in the
     amount  of  $100,000 to the favor of beneficiary 21st Mortgage Corporation,
     issued  May 3, 2005, and expiring May 3, 2006. Personally guaranteed by the
     three largest stockholders of the Company. (See Note 9.)

                                     122
<PAGE>

     Letter  of  Credit  No.  97  issued  through  State  Bank  &  Trust  in the
     amount  of  $150,000  to the favor of Textron Financial Corporation, issued
     August 29, 2005, and expiring August 29, 2006. Personally guaranteed by the
     three largest stockholders of the Company. (See Note 9.)

As  of  December  31,  2005,  no amounts had been drawn on the above irrevocable
letters  of  credit  by  the  beneficiaries.

6.     PRO  FORMA  INCOME  TAXES  (UNAUDITED)

The following unaudited pro forma income tax information gives effect to Federal
and State income taxes as if the Company was subject to State and Federal income
taxes.

The  pro  forma  provision  for  income  taxes  consists  of  the  following:

<TABLE>
<CAPTION>
                                      FOR THE YEARS ENDED DECEMBER  31,
                                      ---------------------------------
                                            2005         2004
                                         -----------  ----------
<S>                                         <C>            <C>
Current:
   United States Federal                 $1,275,242   $ 523,698
   States                                    77,775      60,630
Deferred Income Taxes                      (134,473)   (266,828)
                                         -----------  ----------
  Pro Forma Income Tax Provision         $1,218,544   $ 317,500
                                         ===========  ==========
</TABLE>

The  above pro forma provision for income taxes was computed using the asset and
liability  method.  Under  this  method, deferred tax assets and liabilities are
recognized  for  the future tax consequences attributable to differences between
the  financial statement carrying amounts of existing assets and liabilities and
their  respective  tax  bases.  Deferred tax assets and liabilities are measured
using  enacted  tax  rates  expected  to apply to taxable income in the years in
which  those  temporary differences are expected to be recovered or settled. The
effect  on  deferred  tax  assets  and  liabilities  of a change in tax rates is
recognized  in  income  in  the  period  that  includes  the  enactment  date.

The  pro  forma  provision  for  income  taxes  are based upon management's best
estimate  of  the  expected  pro  forma  effective  tax  rate for the year ended
December 31, 2005 and the actual pro forma effective tax rate for the year ended
December  31,  2004,  respectively.

Pro  forma  deferred  income  tax  assets  and  liabilities  are  as  follows:

<TABLE>
<CAPTION>
                                      FOR THE YEARS ENDED DECEMBER  31,
                                      ---------------------------------
                                            2005         2004
                                         -----------  ----------
<S>                                         <C>            <C>
Warranty and Other Reserves                $416,642   $266,351
Depreciation Methods                        (78,823)    40,477
                                           ---------  --------
Deferred Tax Assets, Net                   $337,819   $306,828
                                           =========  ========

Current Deferred Assets                    $337,819   $306,828
Net Non-current Deferred Tax Assets               -          -
                                           ---------  --------
Deferred Tax Assets, Net                   $337,819   $306,828
                                           =========  ========
</TABLE>

The  Company's pro forma provision for income taxes is lower than the income tax
expense  that  would  result  from using the Federal Statutory Rate of 34%.  The
State  of Alabama has issued a capital investment credit for a 20-year period in
the  amount  of  $85,000  per year.  The following table reflects reconciliation
between  the statutory rate and the pro forma effective tax rate for each of the
periods  presented:

                                     123
<PAGE>

6.     PRO  FORMA  INCOME  TAXES  (CONTINUED)  (UNAUDITED)

<TABLE>
<CAPTION>
                                      FOR THE YEARS ENDED DECEMBER  31,
                                      ---------------------------------
                                            2005         2004
                                         -----------  ----------
<S>                                         <C>            <C>
United States Federal Statutory Rate       34.00%         35.0%
State Income Tax Rate, Net of
Federal Benefit                             4.29%          1.9%
Non-deductible and Other Items             -2.10%         -5.5%
                                         -----------  ----------
   Pro Forma Effective Income Tax Rate     36.19%         31.4%
                                         ===========  ==========
</TABLE>

As  noted  in Subsequent Events, on January 18, 2006 the Company's S-corporation
election  was  terminated  and  on  a  go  forward  basis will be treated as a C
Corporation.  The Company has reserved approximately $925,000 for a distribution
to  the  prior  S-corporation  shareholders  to  pay  their  tax associated with
earnings  for  the  2005  year  end.

7.     LONG-TERM  DEBT

Long-term  debt  of  the  Company  was  as  follows:

<TABLE>
<CAPTION>
                                                                DECEMBER  31,
                                                               ---------------
                                                               2005           2004
                                                          --------------  --------------
<S>                                                           <C>             <C>
Note payable to State Bank & Trust, payable in
monthly installments of $10,000 including interest
at 5.00%, maturing November 11, 2008, secured
by all assets of the Company and personally
guaranteed by two major stockholders of the
Company                                                   $   1,416,499   $   1,462,992

Note payable to GMAC, payable in monthly
installments of $618 including interest at 8.00%,
maturing March 29, 2009, secured by 2003
Chevrolet truck                                                      --          26,641

Note payable to Great American, payable in
monthly installments of $251 including interest
at 11.11%, maturing February 1, 2007, secured
by copier equipment                                               3,282           5,777

Note payable to Great American, payable in
monthly installments of $240 including interest
at 13.96%, maturing February 28, 2007, secured
by copier equipment                                               3,083           5,358
                                                          --------------  --------------

Total                                                         1,422,864       1,500,768
Less:  Current portion of long-term debt                   (     55,716)   (     58,190)
                                                          --------------  --------------
Total Long-Term Debt, net of current portion              $   1,367,148   $   1,442,578
                                                          ==============  ==============
</TABLE>

Total interest costs for the years ended December 31, 2005 and 2004, amounted to
$74,903  and $55,109, respectively, as reflected on the face of the accompanying
statement  of  income.

                                     124
<PAGE>

7.     LONG-TERM  DEBT  (CONTINUED)

At December 31, 2005, principal repayment requirements on long-term debt were as
follows:

     YEAR  ENDING  DECEMBER  31       AMOUNT
     --------------------------       ------
          2006                        55,717
          2007                        53,859
          2008                     1,313,288
                                   ---------
          Total                    1,422,864
          Less: Current portion
          of long-term debt          (55,716)
                                   ---------
          Total Long-Term Debt,
          net of current portion  $1,367,148
                                   =========

8.     STOCKHOLDERS'  EQUITY

Effective  end  of  business  day  on  December  31, 2004, the Company purchased
approximately sixty shares of common stock from one of its minority stockholders
for a total cost of $66,000 and recorded the purchased shares as treasury stock.
These  shares  were  retired  on  December  16,  2005.

During  the  years  ended  December  31,  2005  and 2004, the Company's board of
directors  authorized  stockholder  distributions  payable  to  stockholders' of
record  in the amount of $2,050,000 and $598,158, respectively.  At December 31,
2005  and  2004,  $925,000  and  $545,540,  respectively,  of  these  authorized
distributions to stockholders had not been paid and has been recorded as accrued
stockholder  distributions, as reflected on the face of the accompanying balance
sheet  as  a  current  liability  of  the  Company.

9.     COMMITMENTS  AND  CONTINGENCIES

REPURCHASE  AGREEMENTS - The Company is contingently liable, for periods ranging
from  18  to  24 months, under the terms of repurchase agreements with financial
institutions  who  provide  inventory  financing  for retailers of the Company's
products.  These  arrangements, which are customary in the industry, provide for
the  repurchase  of  products  sold  to retailers in the event of default by the
retailer on its lending agreement. The contingent obligation terminates when the
retailer sells the homes. The risk of loss under these agreements is spread over
numerous  retailers  and,  generally, the company has the right to repossess the
home  in  the  event  of  the dealers default.  The maximum amount for which the
Company  is contingently liable under such agreements amounted to $9,600,519 and
$4,516,365  at  December  31,  2005  and  2004,  respectively.

The  remaining  outstanding  contingent  liability arising from sales to dealers
prior  to December 31, 2004 amounted to $525,000 on the date of this filing. The
Company evaluates its liability under these arrangements in accordance with FASB
Interpretation  No.  45  Guarantor's  Accounting and Disclosure Requirements for
Guarantees, Including Indirect Guarantees of Indebtedness of Others. The Company
to  date  has  not  experienced  significant  losses  under these agreements and
periodically evaluates the dealers' financial condition. As a result, management
does  not expect any future losses that may arise under these agreements to have
a  material  effect on the accompanying financial statements. As of December 31,
2005  and 2004 the Company had a reserve of $35,000 and 3,500, respectively, for
future repurchase losses.

LITIGATION  -  The Company in the normal course of business is subject to claims
and  litigation.  Management  of  the  Company  is  of the opinion that based on
information  available,  such  legal matters will not ultimately have a material
adverse effect on the financial position or results of operation of the Company.

IRREVOCABLE  STANDBY  LETTERS  OF  CREDIT  -  See  Note  5  Credit Arrangements.

EMPLOYMENT  CONTRACTS  -  See  Note  12  Subsequent  Events.

                                     125
<PAGE>

10.     RELATED PARTY TRANSACTIONS

During  the  year  ended  December  31,  2004,  the Company purchased its single
manufacturing  facility,  underlying  land, and certain equipment content of the
facility  from  the  father of the Company's president/majority stockholder at a
cost  of  $1,500,000.  In  addition,  the Company pays this same related party a
consulting  fee  of  $5,000  per  month.  Total consulting fees paid amounted to
$60,000  and $75,000 during 2005 and 2004, respectively.  This agreement expires
in  2008.  Management  asserts  that  these  transactions  are  arms  length
transactions  between  the  Company  and  the  related  party.

Stockholder  distributions  approximating  $2,050,000 and $598,158 were declared
payable  to  the stockholders of the Company during 2005 and 2004, respectively,
pro  rata  to their common stock ownership interest, as reflected on the face of
the accompanying statement of retained earnings.  Each of these stockholders was
also  employed  by  the  Company  during  2005  and  2004  and was paid employee
compensation  based  on  negotiated  arm's  length  employment  agreements.

11.     COMMON STOCK PURCHASE AGREEMENT

On  November  1,  2005,  Deer  Valley  Acquisitions Corp., a Florida corporation
("DVA"),  entered  into  a  Common  Stock  Purchase  Agreement  with  the
stockholders/employees  of the Company to sell all of the issued and outstanding
common  stock of Deer Valley Homebuilders, Inc. for a price of $6,000,000.  As a
condition  of  closing,  each  stockholder/employee  will enter into a five year
employment  agreement  and will be entitled to participate in a price adjustment
target  account  ("PATA").  The  PATA  shall  be  a  liability  accruing for any
calendar  year  in  which  the Company's pretax earnings exceed $1,000,000.  The
PATA  calculations  will  begin  on  October  2,  2005;  however, the $1,000,000
calculation  for the fourth quarter of 2005 will be $250,000.  At the end of any
such  year,  the  PATA will be increased by an amount equal to 50% of the pretax
earnings  of the Company that is over the $1,000,000 threshold for such calendar
year.  Partial  cash  distributions of up to 50% of any stockholder's/employee's
pro  rata  accrued  value  of the PATA will be made by DVA at the request of the
stockholder/employee  at any time after January 1, 2007.  All funds remaining in
the  PATA  will  be  distributed to the stockholders/employees on the earlier of
January 1, 2014 or the date that the PATA has accumulated a total of $6,000,000,
assuming  the  employment  agreement  has  been  completed.  If  the
stockholder/employee fails to complete his employment term either by voluntarily
leaving  the  Company,  is  terminated  for  cause;  or  violates  the Company's
non-compete  agreement  shall  forfeit  their  portion  of  the  PATA.  That
stockholder's/employee's share of the PATA will be redistributed 50% back to the
Company  and  50% assigned to the remaining stockholders/employees on a pro-rata
basis.

12.     SUBSEQUENT EVENTS

On  January  18, 2006, Cytation Corporation entered into the Securities Purchase
and  Share  Exchange  Agreement,  (the  "Securities  Purchase and Share Exchange
Agreement") by and among Cytation Corporation, Richard A. Fisher, an individual,
and  Kevin  J.  High,  certain  purchasers  of  Cytation  Corporation's Series A
Convertible  Preferred  Stock  (as defined below), DVA, the shareholders of DVA,
and Vicis Capital Master Fund (the "Lender").

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

On  January 18, 2006, Cytation Corporation's wholly-owned subsidiary, DeerValley
Acquisitions Corp., entered into an Earnout Agreement (the "Earnout Agreement"),
between  Deer Valley Homebuilders, Inc., Deer Valley Acquisitions Corp., and the
former owners of Deer Valley Homebuilders, Inc. In connection with the Capital

                                     126
<PAGE>

12.  SUBSEQUENT  EVENTS  (CONTINUED)

Stock  Purchase  Agreement,  Cytation  Corporation  entered  into  the  Earnout
Agreement,  pursuant  to  which,  additional  payments may be paid to the former
owners  of  Deer  Valley  Homebuilders,  Inc., as an earnout, based upon the Net
Income  Before  Taxes of Deer Valley Homebuilders, Inc. during the next five (5)
years  up  to  a  maximum  of  $6,000,000. The business purpose of executing the
Earnout  Agreement  was  to  set the purchase price of Deer Valley Homebuilders,
Inc.  by  an  objective  standard,  given  that  the  owners of DVH and Cytation
Corporation  could  not  agree  on an outright purchase price. Such agreement is
described in more detail herein under Capital Stock Purchase Agreement.

Pursuant  to  the  Capital  Stock  Purchase Agreement dated November 1, 2005, as
amended  (the  "Capital  Stock  Purchase  Agreement"),  DeerValley  Acquisitions
Corp.,  a  wholly  owned  subsidiary  of  Cytation  Corporation,  acquired,
immediately  after  completion of the Series A Financing and the Share Exchange,
one  hundred percent (100%)  of the issued and outstanding capital stock of Deer
Valley  Homebuilders,  Inc.  Upon  completion  of the acquisition of the capital
stock  of  Deer Valley Homebuilders, Inc., Deer Valley Homebuilders, Inc. became
an  indirect  wholly  owned  subsidiary  of  Cytation  Corporation.

In  order  to  effectuate  the  Capital  Stock  Purchase  Agreement,  Cytation
Corporation  completed  a  series  of  transactions exempt from the registration
requirements of the Securities Act of 1933, as amended, pursuant to Section 4(2)
of  the  Act  for  transactions  not  involving  a  public offering and Rule 506
promulgated  by  the  United States Securities and Exchange Commission under the
Securities  Act  of  1933,  as  amended.  As  of  the  date of these financials,
Cytation  Corporation  has  closed  on  a  private  placement  of  approximately

745,622  shares  of  Series  A  Preferred  Stock.  Pursuant  to the Securities

Purchase  and  Share  Exchange Agreement, dated as of January 18, 2006, Cytation
Corporation  (a) issued and sold to the Purchasers, and the Purchasers purchased
from  Cytation  Corporation,  (a)  Series A Preferred Stock, (b) Series A Common
Stock  Purchase Warrants, and (c) Series B Common Stock Purchase Warrants.  Also
on January 18, 2006, Cytation Corporation completed a share exchange pursuant to
which  Cytation  Corporation acquired 100% of the issued and outstanding capital
stock  of  Deer  Valley  Acquisitions,  Corp.  Pursuant  to  the  Share Exchange
Agreement,  in  exchange  for 100% of the issued and outstanding common stock of
Deer  Valley  Acquisitions,  Corp.,  Cytation  Corporation  issued the following
securities  to the shareholders of Deer Valley Acquisitions, Corp.: (a) Series B
Preferred  Stock,  (b)  Series  C Preferred Stock, and (c) Series C Common Stock
Purchase  Warrants.

In  connection  with  the  Securities  Purchase and Share Exchange Agreement, on
January  18, 2006, Cytation Corporation issued to the Lender an Interest Bearing
Non-Convertible  Installment  Promissory  Note  ("the  Note"),  in  the original
principal  amount  of  One  Million  Five  Hundred  Thousand  and No/100 Dollars
($1,500,000),  together  with  interest  accruing  thereon  at an annual rate of
twelve  percent (12%) per annum.  The business purpose of executing the Note was
to fund the acquisition of Deer Valley Homebuilders, Inc.  On March 17, 2006 the
Lender  decided  to  convert  its  $1,500,000 promissory note that was issued in
January  2006.  Pursuant  to  the terms of the Debt Exchange Agreement, Cytation
Corporation issued the Lender its Series A Convertible Preferred Stock, Series A
Warrants,  and Series B Warrants to the investor, in exchange for the retirement
of  its  obligations  to  repay  such  promissory  note.

In connection with the transaction described herein, the Company's S-corporation
election  was  terminated  and  on  a  go  forward  basis will be treated as a C
Corporation.  The  Company has reserved $925,000 for a distribution to the prior
S-corporation  shareholders  to  pay  their tax associated with earnings for the
2005  year  end.

On January 25 2006, Deer Valley Homebuilders, Inc. entered into a Sales Contract
with  the father of the Company's President to purchase real property located at
7668  Highway  278  in Sulligent, Alabama.  The purchase price for the Sulligent
Property  is  $725,000  cash,  and the closing is scheduled to occur on or about
April  30,  2006.  We  intend  on obtaining a loan, secured by a mortgage on the
Sulligent  Property,  to  finance the purchase price for the Sulligent Property.
Currently,  Deer  Valley is occupying the Sulligent Property pursuant to a short
term  lease.  Deer  Valley's  plant on the Sulligent Property opened on February
20,  2006  and,  as  of  the  date of this filing, is producing approximately 12
floors  per  week.

                                     127
<PAGE>

12.  SUBSEQUENT  EVENTS  (CONTINUED)

No  employment  agreements were in effect during 2005.  On January 18, 2006, the
Company  entered  into  the  following  employment agreements with the following
executive  officers.

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

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

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

On  January  18, 2006, DeerValley Acquisitions, Corp., a wholly-owned subsidiary
of  Cytation  Corporation,  acquired  100% of the issued and outstanding capital
stock  of  Deer  Valley  Homebuilders,  Inc.  The  results  of  Deer  Valley
Homebuilders,  Inc.  will  be  included in consolidated financial statements for
periods  after  January  18,  2006. Deer Valley Homebuilders, Inc. is an Alabama
corporation  with  its business offices located at 205 Carriage Street, P.O. Box
310, Guin, Alabama 35563 and is engaged in the production, sale and marketing of
manufactured  homes  in  the southeastern and south central U.S. housing market.
Cytation  Corporation  purchased  Deer Valley Homebuilders, Inc. to serve as its
primary  operating  company and to gain entry into the manufactured home market.
Deer  Valley  Homebuilders,  Inc.  comprises  substantially  all  of  Cytation
Corporation's  operations.

The  aggregate purchase price for Deer Valley Homebuilders, Inc. was $6,000,000,
including  $5,500,000  cash  and  $500,000  of  Cytation  Corporation's Series A
Convertible Preferred Stock, Series A Common Stock Purchase Warrants, and Series
B  Common Stock Purchase Warrants. In addition, an Earnout Agreement was entered
into,  pursuant to which additional payments may be paid to the former owners of
Deer  Valley Homebuilders, Inc., as an earnout, based upon the Net Income Before
Taxes  of Deer Valley Homebuilders, Inc. during the next five (5) years, up to a
maximum  of  $6,000,000.  The value of the Series A Convertible Preferred Stock,
Series  A  Common  Stock  Purchase  Warrants, and Series B Common Stock Purchase
Warrants  were  determined  in  a private offering also completed on January 18,
2006.

THE FOLLOWING TABLE SUMMARIZES THE ESTIMATED FAIR VALUES OF THE ASSETS ACQUIRED
AND LIABILITIES ASSUMED AT THE DATE OF ACQUISITION.

<TABLE>
<CAPTION>
            AT DECEMBER 31, 2005
<S>                                 <C>             <C>
Current assets                  $  6,398,562
Property, plant, and equipment     1,611,531
Goodwill                           3,611,994
                                ------------
  Total assets acquired                       $  11,622,087
                                              -------------
Current liabilities              (3,879,939)
Long-term debt                   (1,367,148)
                                ------------
  Total liabilities assumed                    ($5,247,087)
                                              -------------
  Net assets acquired                          $  6,375,000
                                              =============
</TABLE>

                                     128
<PAGE>

<TABLE>
<CAPTION>
                                                         Cytation Corporation
                                                 Consolidated Pro Forma Balance Sheet
                                                        As of December 31, 2005

                              Cytation       DeerValley          DeerValley       Purchase Price       Pro Forma         Pro Forma
                                Corp.      Homebuilders, Inc.  Acquisitions Corp.   Adjustments       Adjustments      Consolidated
                             (Unaudited)     (Unaudited)         (Unaudited)        (Unaudited)       (Unaudited)       (Unaudited)
<S>                             <C>             <C>                 <C>                <C>                <C>               <C>
CURRENT ASSETS:
    Cash                   $        220   $      2,931,263     $             36   $    (6,375,000) (6) $ 7,132,729 (10) $ 3,689,248
    Certificate of Deposit            -            151,418                    -                 -                -          151,418
    Accounts Receivable               -          2,140,404                    -                 -                -        2,140,404
    Other Receivable                                 7,500                                                                    7,500
                                                 1,115,558                                                                1,115,558
    Prepaid expenses and
    other current assets              -             52,419                    -                 -          134,473 (8)      186,892
                           ------------  ------------------  -------------------  ---------------  ----------------     -----------
       Total Current Assets         220          6,398,562                   36        (6,375,000)       7,267,202        7,291,020
 PROPERTY AND EQUIPMENT, Net          -          1,611,531                    -                 -                -        1,611,531
 OTHER ASSETS:                        -                  -                    -                 -                -                -
    Goodwill                          -                  -                    -         3,611,994 (6)            - (6)    3,611,994
                           ------------  ------------------  -------------------  ---------------   ---------------     -----------
       Total Other Assets            -                   -                   -          3,611,994                -        3,611,994
       TOTAL ASSETS        $        220   $       8,010,093   $              36   $     (2,763,006) $    7,267,202      $12,514,545
                           ============  ==================  ==================  =================  ==============      ===========
 LIABILITIES AND STOCKHOLDERS'EQUITY(DEFICIT)
 CURRENT LIABILITIES:
    Current Maturities of
    Long-Term Debt         $          -    $        55,716   $                -     $           -   $            -      $    55,716
    Accounts payable             48,416          1,166,020                6,446                 -          611,759 (7)    1,832,641
    Accounts Payable under
    Dealer Incentive Programs                      340,432                                      -                -          340,432
    Estimated Warranties                           750,000                                      -                -          750,000
    Compensation and Relate
    Accruals                                       413,939                                      -                -          413,939
    Accrued Stockholder
    Distributions                                  925,000                                      -                -          925,000
    Income Tax Payable                -                  -                    -                 -        1,267,008 (8)    1,267,008
    Loan from Stockholder                                                   195                                                 195
    Other Accrued Expenses       90,500            228,832                    -                 -                -          319,332
                          -------------  ------------------  -------------------  ---------------  ----------------     -----------
         Total Current
         Liabilities            138,916          3,879,939                6,641                 -        1,878,767        5,904,263
 LONG TERM LIABILITIES:
    Long-Term Debt, Net
    of Current Maturities             -          1,367,148                    -                 -                - (1)    1,367,148
 STOCKHOLDERS' EQUITY(DEFICIT):
      Series A Preferred stock,
 $0.01 par value, 750,000 shares
 authorized, 745,626 shares issued
 and outstanding                                                                                -            7,456 (2)        7,456
      Series B Preferred stock,
 $0.01 par value, 49,451 shares
 authorized, 49,451 shares issued
 and outstanding                                                                            495 (4)              -              495
      Series C Preferred stock,
 $0.01 par value, 26,750 shares
 authorized, 26,750 shares issued
 and outstanding                                                                            267 (5)              -              267
      Common stock, no par value,
 30,000,000 shares authorized,
 7,620,100                                                                    -               -                  -                -
      Common stock, $0.001 par value,
 2,000,000 shares authorized,
 982,622 shares issued and
 outstanding                        982                940                    -            (940) (6)             -              982
      Additional paid-in
      capital (APIC)         32,723,371          2,762,066                44,010     (2,762,828) (6)     6,513,514 (9)   39,280,133
      Retained Earnings
      and Accumulated
      deficit               (32,863,049)                 0               (50,615)             0  (6)    (1,132,535) (8) (34,046,199)
                          -------------  ------------------  -------------------  --------------    ---------------     -----------
         TOTAL
         STOCKHOLDERS'
         EQUITY (DEFICIT)      (138,696)        2,763,006                (6,605)      (2,763,006)         5,388,435       5,243,134

         TOTAL LIABILITIES
         AND STOCKHOLDERS'
         EQUITY (DEFICIT) $         220   $      8,010,093   $                36  $   (2,763,006)   $     7,267,202     $12,514,545
                          =============   =================  ===================  ==============    ===============     ===========
</TABLE>
                                     129
<PAGE>

(1) Debt issued in connection with Acquisition $1,500,000 Face - Subsequent to
the 8-K/A previously filed, this has been converted into Series A preferred
stock.

(2) Series A Preferred Stock issued in connection with acquisition - Face amount

$7,456,215 (745,622 shares at $10.00 per share) Par Value $7,456, APIC

$7,448,759 prior to transaction costs.

(3) Reduction in Series A Preferred stock's APIC due to transaction costs
                 - Comittment fee                               $      60,000
                 - Legal fees in connection with Equity Raise          48,000
                 - Investment banking fees                            827,245
                                                               --------------
          Total Transaction costs related to Equity Financing   $     935,245
                                                               ==============

(4)  Series  B preferred stock issued in connection with DeerValley Acquisitions
Corp.:  In connection with the acquisition the common shareholders of DeerValley
Acquistions  Corp. exchanged 4,945,100 no par common for 49,451 shares of Series
B  Preferred  with  a  par  of  $.01

(5)  Series  C preferred Stock issued in connection with DeerValley Acquisitions
Corp.:  In connection with the acquisition the common shareholders of DeerValley
Acquistions  Corp. exchanged 2,675,000 no par common for 26,750 shares of Series
C  Preferred  with  a  par  of  $.01

(6) Goodwill booked in connection with Acquisition
                 - Purchase price of acquisition                $   6,000,000
                 - Merger related expenses                            280,000
                 - Legal fees in connection with merger                95,000
                                                               --------------
                 - Total Acquisition Price and related costs        6,375,000
                 - Net book value of acquisition                    2,763,006
                                                               --------------
                 - Purchase price in excess of
                   book value (Goodwill)                            3,611,994
                                                               ==============

(7) Payables still owed in connection with transaction
                 - Investment banking fees                      $     553,759
                 - Legal fees in connection with transaction           58,000
                                                               --------------
             Total Payables                                     $     611,759
                                                               ==============

(8) Pro forma income tax payable
             Net Income(Loss) Cytation Corp.                    $     (173,605)
             Net Income(Loss) Deer Valley Homebuilders, Inc.         3,366,659
             Net Income(Loss) Deer Valley Acquisitions Corp.           (50,615)
                                                               ---------------
             Net Income(Loss) Consolidated Group before taxes        3,142,439
             Pro forma effective Income Tax Rate                        36.04%
                                                               ---------------
             Pro forma income tax payable                            1,132,535
                                                               ===============

The components of the provision for income taxes are as follows:

             Current taxes                                          1,267,008
             Deferred taxes                                         (134,473)
                                                               --------------
             Provision for income taxes                             1,132,535
                                                               ==============

                                     130
<PAGE>

The  items  accounting  for  the difference between income taxes computed at the
federal  statutory  rate  and  the  provision  for  income taxes are as follows:


                                             Impact on
                                    Amount     Rate
                                  ----------  ------
Income tax at federal rate        1,068,429   34.00%
State tax, net of Federal effect    134,811    4.29%
Permanent Differences:

   Meals & Entertainment             23,677    0.75%
   Officers Life Insurance            9,180    0.29%
                                  ----------  ------
Total Permanent Differences          32,857    1.04%
                                  ----------  ------

Total Tax Credits                   (83,131)  -2.65%
Rounding                            (20,431)  -0.64%
                                  ----------  ------
Total Provision                   1,132,535   36.04%
                                  ==========  ======

Deferred  income  taxes  reflect  the  net  tax effects of temporary differences
between  the  carrying  amount of assets and liabilities for financial reporting
purposes and the amounts used for income tax purposes. Significant components of
the  Company's  net  deferred  income  taxes  are  as  follows:

 Current Deferred Tax Assets:            134,473
   Valuation allowance                         -
                                      ------------
 Total Deferred Tax Assets               134,473
                                      ============

 Current Deferred Tax Liabilities:
   Deferred tax effect of tax credits           -
 Non-Current Deferred Tax Liabilities:
   Accelerated depreciation                     -

(9) Reconciliation of APIC
    APIC in connection with
    Series A Preferred Stock         $ 7,448,759 (See (2) above)
    Total transaction related costs      935,245 (See (3) above)
                                      ------------
    Adjustment related to APIC         6,513,514
                                      ============

(10)Cash
    Total Raise Series A Preferred
    Stock                            $ 7,456,215
    Transaction fees paid                323,486 (3)-(7)
                                     -------------
    Cash remaining                     7,132,729
                                     =============

                                     131
<PAGE>

CYTATION CORP

<TABLE>
<CAPTION>
                                                     Cytation Corporation
                                       Pro Forma Consolidated Statements of Operations
                                             For The Year Ended December 31, 2005
                                                         (Unaudited)

                                        Cytation             DeerValley        DeerValley          Pro Forma        Pro Forma
                                          Corp.           Homebuilders, Inc. Acquisitions Corp.   Adjustments      Consolidated
                                       (Unaudited)          (Unaudited)        (Unaudited)        (Unaudited)       (Unaudited)
                                   -------------------  -------------------  ----------------  -----------------  ---------------
<S>                                       <C>                  <C>                  <C>               <C>                <C>
NET REVENUE                        $           59,114   $       35,717,073   $             -    $             -   $  35,776,187

COST OF REVENUE                                 1,738           29,292,051                 -                  -      29,293,789
                                   -------------------  -------------------  ----------------  -----------------  ---------------

GROSS PROFIT                                   57,376            6,425,022                 -                  -       6,482,398

OPERATING EXPENSES:
   Depreciation                                 1,037              118,941                 -                  -         119,978
   Selling, general
    and administrative                        246,533            2,877,082            50,615                  -       3,174,230
                                   -------------------  -------------------  ----------------  -----------------  ---------------

        TOTAL OPERATING EXPENSES              247,570            2,996,023            50,615                  -       3,294,208
                                   -------------------  -------------------  ----------------  -----------------  ---------------

        OPERATING INCOME/(LOSS)              (190,194)           3,428,999           (50,615)                 -       3,188,190

OTHER INCOME (EXPENSES)
     Gain on sale and distribution
     of investment                             31,902                    -                 -                  -          31,902
     Loss on sale of property
     and equipment                             (4,270)                   -                 -                  -          (4,270)
     Loss on termination of
     ARE agreement                             (5,000)                   -                 -                  -          (5,000)
     Interest income (expenses), net           (6,043)             (62,340)                -                  -         (68,383)
     Other Income                                   -                    -                 -                  -               -
                                   -------------------  -------------------  ----------------  -----------------  ---------------

        TOTAL OTHER INCOME                     16,589              (62,340)                -                  -         (45,751)

        INCOME/(LOSS) BEFORE INCOME TAXES    (173,605)           3,366,659           (50,615)                 -       3,142,439

INCOME TAX EXPENSE                                  -                    -                 -          1,132,535 (1)   1,132,535
                                   -------------------  -------------------  ----------------  -----------------  ---------------

        NET INCOME(LOSS)           $         (173,605)  $        3,366,659   $       (50,615)   $    (1,132,535)  $   2,009,904

        Dividend to Preferred
        Stockholders                                -                    -                 -            521,935 (4)     521,935
                                   -------------------  -------------------  ----------------  -----------------  ---------------

        NET INCOME(LOSS)
        Available to Common
        Shareholders               $         (173,605)  $        3,366,659   $       (50,615)   $    (1,654,470)  $   1,487,969
                      r Share
(Basic)                            $            (0.18)  $            3,574   $         (0.01)                     $        1.58
Net (Loss) Income Per Share
(Fully Diluted)                    $            (0.18)  $            3,574   $         (0.01)                     $        0.04
                                   ===================  ===================  ================  =================  ===============
Weighted Average Common
Shares Outstanding                            944,306                  942         7,620,100                            944,306 (2)
Weighted Average Common and
Common Equivalent Shares
Outstanding                                   944,306                  942         7,620,100                         39,716,660 (3)
                                   ===================  ===================  ================  =================  ===============
</TABLE>

                                     132
<PAGE>

(1) Pro forma income tax expense (Please see balance sheet for more details)

               Net Income(Loss) Cytation Corp.                    $  (173,605)
               Net Income(Loss) Deer Valley Homebuilders, Inc.
                                                                    3,366,659
               Net Income(Loss) Deer Valley Acquisitions Corp.
                                                                      (50,615)
                                                                  ------------
               Net Income(Loss) Consolidated Group before taxes
                                                                    3,142,439
               Pro forma effective Income Tax Rate                      36.04%
                                                                  ------------
               Pro forma income tax expense                         1,132,535
                                                                  ============

(2) Weighted Average Common Shares Outstanding :

<TABLE>
<CAPTION>
                                          Number of Common Shares   Fraction of Period Outstanding  Weighted Average Shares
                                         ------------------------  ------------------------------  -----------------------
<S>                                                 <C>                       <C>                             <C>
Common stock:
      Cytation Corp       31-Dec-04                  872,330                     1.00                       872,330
      Cytation Corp       14-Feb-05                   30,000                     0.88                        26,400
      Cytation Corp       14-Feb-05                    3,332                     0.88                         2,932
      Cytation Corp        4-Mar-05                   47,000                     0.83                        39,010
      Cytation Corp       14-Nov-05                   20,000                     0.13                         2,600
      Cytation Corp       14-Nov-05                   10,000                     0.13                         1,300
                          31-Dec-05                                                                         944,306
Net Income Available to
Common Shareholders      $ 1,487,969
Weighted Average Common
Shares Outstanding           944,306
                       ---------------
Net Income Per Share
(Basic)                  $      1.58
</TABLE>

(3) Weighted Average Common and Common Equivalent Shares Outstanding:

<TABLE>
<CAPTION>
                                                    Number of Common and
                                                   Common Stock Equivalent  Fraction of Period Outstanding  Weighted Average Shares
                                                  -----------------------   ------------------------------  -----------------------
<S>                                                         <C>                             <C>                      <C>
Common stock:
      Cytation Corp                     31-Dec-04             872,330                     1.00                       872,330
      Pro forma Consolidated Series B
      and Series C Preferred Shares*    31-Dec-04           7,620,100                     1.00                     7,620,100
      Pro forma Consolidated Series A
      Preferred Shares                  31-Dec-04           9,941,620                     1.00                     9,941,620
      Pro forma Consolidated Warrants   31-Dec-04          21,210,368                     1.00                    21,210,368
      Cytation Corp                     14-Feb-05              30,000                     0.88                        26,400
      Cytation Corp                     14-Feb-05               3,332                     0.88                         2,932
      Cytation Corp                      4-Mar-05              47,000                     0.83                        39,010
      Cytation Corp                     14-Nov-05              20,000                     0.13                         2,600
      Cytation Corp                     14-Nov-05              10,000                     0.13                         1,300
                                        31-Dec-05                                                                 39,716,660
</TABLE>


                                     133
<PAGE>

Series A Preferred Stock issued in connection with acquisition - Face amount
7,456,215 (745,626 shares at $10.00 per share) convertible at $.75 = 9,941,620
shares
Warrants issued in connection with acquisition 21,210,368
Net Income Available to Common Shareholders                  $      1,487,969
Weighted Average Common and Common Equivalent
Shares Outstanding
                                                                   39,716,660
                                                             ----------------
Net Income Per Share (Fully Diluted)                         $           0.04

(4)Preferred Stock Dividends
   Face Value of preferred outstanding                              7,456,215
   Dividend rate per annum                                                 7%
                                                             -----------------
   Dividend to Preferred Stockholders                                 521,935
                                                             =================


* Pursuant to the Securities Purchase and Share Exchange Agreement dated January
18, 2006, (a) 4,945,100 shares of Common Stock of Deer Valley Acquisitions Corp.
were  exchanged  for 49,451 shares of Cytation's Series B Preferred Stock, which
are  convertible  into  4,945,100  shares  of  Cytation's  Common Stock, and (b)
2,675,000  shares  of  Common  Stock  of  Deer  Valley  Acquisitions  Corp. were
exchanged  for  26,750  shares of Cytation's Series C Preferred Stock, which are
convertible  into  2,675,000  shares  of  Cytation's  Common  Stock.


                                     134
<PAGE>

<TABLE>
<CAPTION>
                                         Cytation Corporation
                                      Consolidated Balance Sheet

                                                ASSETS
                                                                         (UNAUDITED)      (AUDITED)
                                                                           April 1,      December 31,
                                                                            2006            2005
                                                                      ----------------  -------------
<S>                                                                        <C>               <C>
CURRENT ASSETS:
      Cash                                                            $     3,402,694   $        221
      Certificates of Deposit                                                 152,833              -
      Accounts receivable                                                   2,814,314
      Notes receivable, other                                                  11,652              -
      Inventory                                                             2,476,341
      Prepaid expenses and other current assets                               121,194              -
                                                                      ----------------  -------------
           Total Current Assets                                             8,979,029            221

PROPERTY AND EQUIPMENT, NET                                           $     1,821,237   $          -

GOODWILL                                                                    4,108,401              -
                                                                      ----------------  -------------
           TOTAL ASSETS                                               $    14,908,667   $        221
                                                                      ================  =============

                               LIABILITIES AND STOCKHOLDERS'EQUITY(DEFICIT)

 CURRENT LIABILITIES:
      Current Maturities of Long Term Debt                            $        41,895   $          -
      Accounts payable and Accrued Expenses                                 2,835,127         48,416
      Accounts Payable Under Dealer Incentive Programs                        395,094
      Estimated Warranties                                                    860,000
      Compensation and Related Accruals                                       614,336
      Accrued Shareholder Distributions                                       775,000
      Other Accruals                                                          339,787
      Income Tax Payable                                                      261,173              -
      Accrued Preferred Dividends                                             113,086
      Notes payable and Accrued Interest                                            -          5,500
                                                                      ----------------  -------------
           Total Current Liabilities                                        6,235,498         53,916

 LONG TERM LIABILITIES:
      Accrued earnout on purchase of Deer Valley Homebuilders, Inc.           496,407              -
      Long-Term Debt, Net of Current Maturities                             1,424,009         85,000

 COMMITMENTS AND CONTINGENCIES                                                      -              -

 STOCKHOLDERS' EQUITY(DEFICIT):
      Series A Preferred stock, $0.01 par value, 750,000
 shares authorized, 745,626 shares issued and outstanding                       7,456              -
      Series B Preferred stock, $0.01 par value, 49,451
 shares authorized, 49,451 shares issued and outstanding                          495              -
      Series C Preferred stock, $0.01 par value, 26,750
 shares authorized, 26,750 shares issued and outstanding                          267              -
      Common stock, $0.001 par value, 2,000,000
 shares authorized, 1,000,000 and 982,622 shares issued and
        outstanding, respectively                                               1,000            982
      Additional paid-in capital                                           39,306,782     32,723,371
      Accumulated deficit                                                 (32,563,247)   (32,863,048)
                                                                      ----------------  -------------
           TOTAL STOCKHOLDERS' EQUITY (DEFICIT)                             6,752,753       (138,695)

           TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)       $    14,908,667   $        221
                                                                      ================  =============
</TABLE>

                                     135
<PAGE>

<TABLE>
<CAPTION>
                                          Cytation Corporation
                                  Consolidated Statements of Operations
                       For The Three Months Ended April 1, 2006 and March 31, 2005
                                                (Unaudited)

                                                                       2006            2005
                                                                   ------------  ----------------
<S>                                                                      <C>           <C>
REVENUE                                                            $12,913,079   $             -

COST OF REVENUE                                                     10,895,389             1,182
                                                                   ------------  ----------------
GROSS PROFIT                                                         2,017,691            (1,182)

OPERATING EXPENSES:
     Depreciation                                                       36,065               512
     Selling, general and administrative                             1,249,327            28,810
                                                                   ------------  ----------------
          TOTAL OPERATING EXPENSES                                   1,285,392            29,322
                                                                   ------------  ----------------
          OPERATING INCOME/(LOSS)                                      732,298           (30,504)

OTHER INCOME (EXPENSES)
     Loss on termination of ARE agreement                                    -            (5,000)
     Interest expense, net                                             (13,867)           (1,889)
     Other Income                                                        6,243                 -
                                                                   ------------  ----------------
          TOTAL OTHER EXPENSES                                          (7,623)           (6,889)
                                                                   ------------  ----------------
          INCOME/(LOSS) BEFORE INCOME TAXES                            724,675           (37,393)

INCOME TAX EXPENSE                                                     261,173                 -
                                                                   ------------  ----------------
          NET INCOME (LOSS)                                        $   463,502   $       (37,393)

          Dividends to preferred stockholders                          113,086                 -
                                                                   ------------  ----------------
          NET INCOME (LOSS)AVAILABLE TO COMMON STOCKHOLDERS        $   350,416   $       (37,393)
                                                                   ============  ================
Net Income/(Loss) Per Share (Basic)                                $      0.35   $         (0.04)
Net Income/(Loss) Per Share (Fully Diluted)                        $      0.01   $         (0.04)
                                                                   ============  ================
Weighted Average Common Shares Outstanding                           1,000,000           873,996 *
Weighted Average Common and Common Equivalent Shares Outstanding    39,772,088           873,996 *
                                                                   ============  ================
</TABLE>
* Reflects 2 for 1 stock split

                                     136
<PAGE>

<TABLE>
<CAPTION>
                                  Cytation Corporation
                           Consolidated Statements of Cash Flows
                For The Three Months Ended April 1, 2006 and March 31, 2005
                                         (Unaudited)

                                                                                  2006          2005
                                                                            ----------------  ----------
<S>                                                                               <C>             <C>
 CASH FLOWS FROM OPERATING ACTIVITIES:
 Net income (loss)                                                           $      463,502   $  (37,393)
 Adjustments to reconcile net income (loss) to net cash provided
for/used in operating activities:
 Depreciation                                                                        36,065          512
 Accrued interest on note payable                                                         -        1,385
            Loss on termination of ARE Agreement                                          -        5,000
            Changes in assets and liabilities:
            Increase in certificate of deposit                                       (1,415)
            Increase in receivables                                                (673,910)
            Increase in other receivables                                            (4,152)
            Increase in inventories                                              (1,360,783)
            Increase in prepayments and other assets                                (68,775)       8,434
            Increase in accounts payable                                            954,070      (49,751)
            Increase in accounts payable under dealer incentives                     54,662
            Increase in estimated warranties                                        110,000
            Increase in accrued compensation and related expenses                   200,397
            Increase in other accrued expenses                                       20,455
            Increase in income taxes payable                                        261,173
                                                                            ----------------  -----------
               CASH FLOW USED IN OPERATING ACTIVITIES                                (8,711)     (71,813)

 CASH FLOWS FROM INVESTING ACTIVITIES:
      Purchases of equipment                                                       (245,771)        (612)
      Purchase of business, net of cash acquired                                 (2,777,116)           -
                                                                            ----------------  -----------
               CASH FLOW USED IN INVESTING ACTIVITIES                            (3,022,887)        (612)

 CASH FLOWS FROM FINANCING ACTIVITIES:
      Proceeds from issuance of preferred stock                                   6,541,014
      Proceeds from issuance of common stock                                             18       23,500
      Payment of stockholder distributions                                         (150,000)
      Proceeds from long-term debt                                                   43,039        5,000
                                                                            ----------------  ------------
               CASH FLOW PROVIDED BY FINANCING ACTIVITIES                          6,434,071       28,500
                                                                            ----------------  ------------
               NET INCREASE (DECREASE) IN CASH                                     3,402,473      (43,925)
                                                                            ----------------  ------------
 CASH, Beginning                                                                         221       65,644
                                                                            ----------------  ------------
 CASH, Ending                                                                $     3,402,694   $   21,719
                                                                            ================  ============
 SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
      Cash paid during the quarter for:
         Interest                                                            $        13,867   $        -
                                                                            ================  ============
         Taxes                                                               $             -   $      828
                                                                            ================  ============
 SUPPLEMENTAL DISCLOSURE OF NON CASH INVESTING AND FINANCING ACTIVITIES:
      Additional purchase price accrued under earnout provision              $       496,407   $        -
                                                                            ================  ============
      Accrual of dividends on preferred stock                                $       113,086   $        -
                                                                            ================  ============
</TABLE>

                                     137
<PAGE>

                                     PART II
                   INFORMATION NOT REQUIRED IN THE PROSPECTUS

                    INDEMNIFICATION OF DIRECTORS AND OFFICERS

     Our  Certificate  of  Incorporation,  as  amended,  provides that we shall,
subject  to  certain  limitations,  indemnify our directors and officers against
judgments,  fines,  settlements  and  other  amounts, including expenses such as
attorneys'  fees,  actually  and  reasonably  incurred  in  connection  with any
proceeding, arising by reason of the fact that such person is or was an agent of
the  corporation.

     The  foregoing  indemnification  obligations  could  result  in our company
incurring  substantial  expenditures  to  cover the cost of settlement or damage
awards  against  directors,  officers  and  employees, which we may be unable to
recoup.  These  provisions  and  resultant costs also may discourage our Company
from  bringing  a lawsuit against directors, officers and employees for breaches
of  their  fiduciary  duties,  including  breaches  resulting  from negligent or
grossly  negligent behavior, except under certain situations defined by statute,
and  may  similarly  discourage  the  filing  of  derivative  litigation  by our
shareholders  against  our  directors,  officers and employees, even though such
actions,  if  successful,  might  otherwise  benefit  our  company  and  the
shareholders.  We believe that the indemnification provisions in our Articles of
Incorporation are necessary to attract and retain qualified persons as directors
and  officers.

     Insofar as indemnification for liabilities arising under the Securities Act
of  1933  (the  "Securities Act") may be permitted to our directors and officers
pursuant to the foregoing provisions or otherwise, we have been advised that, in
the  opinion  of  the  SEC,  such  indemnification  is  against public policy as
expressed  in  the  Securities Act and is, therefore, unenforceable.  No pending
material  litigation  or proceeding involving our directors, executive officers,
employees  or  other  agents as to which indemnification is being sought exists,
and  we  are not aware of any pending or threatened material litigation that may
result  in  claims  for  indemnification  by  any  of our directors or executive
officers.

                   OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

The estimated costs of this offering are as follows:

Securities and Exchange Commission registration fee              $13,229.90
Federal Taxes                                                        None.
State Taxes and Fees                                                 None.
Transfer Agent Fees                                             $     5,000
Accounting fees and expenses                                    $     5,000
Legal fees and expenses                                         $    40,000
Printing and engraving expenses                                 $     1,000
- -------------------------------                                 -----------

Total                                                           $ 64,229.90
                                                                ===========

     The  figures  above  relate  to  the  resale of the common stock underlying
Series  A  Convertible  Preferred  Stock,  Series B Convertible Preferred Stock,
Series  C  Convertible  Preferred  Stock,  Series D Convertible Preferred Stock,
Series  A  Common  Stock  Purchase  Warrants,  Series  B  Common  Stock Purchase
Warrants,  Series  C  Common  Stock  Purchase  Warrants,  Series  D Common Stock
Purchase  Warrants,  Series E Common Stock Purchase Warrants, Series BD-1 Common
Stock Purchase Warrants, Series BD-2 Common Stock Purchase Warrants, Series BD-3
Common  Stock Purchase Warrants, Series BD-4 Common Stock Purchase Warrants, and
Series  BD-5  Common Stock Purchase Warrants not to the original issuance, which
was  a private offering.  All amounts are estimates, other than the Commission's
registration  fee.

                                     138
<PAGE>

     We  are  paying  all  expenses  of the offering listed above. No portion of
these  expenses  will  be  borne  by  the  selling  shareholders.  The  selling
shareholders,  however,  will  pay  any other expenses incurred in selling their
common stock, including any brokerage commissions or costs of sale.

                     RECENT SALES OF UNREGISTERED SECURITIES

SERIES  A  PREFERRED  STOCK  OFFERING  AND  DEBT  FINANCING

     On  January  18,  2006,  the  Company  closed  on  a  private  placement of
approximately $5,202,735 of Series A Preferred Stock. Pursuant to the Securities
Purchase and Share Exchange Agreement, dated as of January 18, 2006, the Company
issued  and  sold  to  the  Purchasers,  and  the  Purchasers purchased from the
Company,  (a)  520,274  shares  of Series A Preferred Stock, (b) Series A Common
Stock  Purchase Warrants entitling the holders to purchase up to an aggregate of
6,936,980  shares  of  Common Stock at an exercise price of one dollar and fifty
cents  ($1.50)  per  share,  and  (c)  Series  B  Common Stock Purchase Warrants
entitling  the  holders  to  purchase  up to an aggregate of 3,468,490 shares of
Common  Stock  at an exercise price of two dollars and twenty five cents ($2.25)
per  share  (the  "Series  A  Preferred  Stock  Offering"). See, "Description of
Securities" above for a fuller description of Series A Preferred Stock, Series A
Common  Stock  Purchase  Warrants,  and Series B Common Stock Purchase Warrants.

     Also,  on  January  18,  2006,  the  Company  issued  its  Interest Bearing
Non-Convertible  Installment  Promissory  Note  (the  "Promissory Note"), in the
                                                       ---------------
original  principal  amount  of  One  Million  Five  Hundred Thousand and No/100
Dollars  ($1,500,000), together with interest accruing thereon at an annual rate
of  twelve  percent  (12%)  per annum. In March 2006, Vicis Capital Master Fund,
Inc. (the "Lender") agreed to convert the Promissory Note into 150,000 shares of
Series  A Preferred Stock, Series A Common Stock Purchase Warrants entitling the
holder  to purchase 2,000,000 shares of Common Stock at an exercise price of one
dollar  and  fifty  cents ($1.50) per share, and  Series B Common Stock Purchase
Warrants entitling the holder to purchase 1,000,000 shares of Common Stock at an
exercise  price  of  two  dollars  and  twenty  five  cents  ($2.25)  (the "Debt
                                                                            ----
Conversion").
- ----------

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

     Since  January  18,  2006,  Cytation  Corporation  has  sold  an additional
$1,728,480  (or  172,848  shares) of Series A Preferred Stock, Series A Warrants
exercisable  for  2,304,640  shares  of  common  stock,  and  Series  B Warrants
exercisable for 1,152,320 shares of common stock (inclusive of amounts issued in
connection  with the Debt Conversion).  Cytation has sold the Series A Preferred
Stock  and  warrants  to  institutional,  accredited,  and  a  limited number of
non-accredited  investors  pursuant to Rule 506 promulgated by the United States
Securities and Exchange Commission under the Securities Act of 1933, as amended.

     Midtown  Partners  &  Co.,  LLC  ("Midtown  Partners"),  an  SEC  and  NASD
registered  broker  dealer,  acted  as  the  placement  agent for the Company in
connection  with  the  Series  A  Preferred  Stock Offering. Midtown Partners is
located  in  Tampa,  Florida.  In  connection  with the Series A Preferred Stock
Offering,  the Company paid Midtown Partners a cash commission equal to $490,274
and  issued  (a)  Series BD-1 Common Stock Purchase Warrants to Midtown Partners
entitling  Midtown  Partners  to purchase 899,162 shares of the Company's common
stock  at  an  exercise price of seventy five cents ($.75) per share, (b) Series
BD-2  Common  Stock  Purchase  Warrants  to  Midtown  Partners entitling Midtown
Partners to purchase 899,162 shares of the Company's common stock at an exercise
price  of  one  dollar  and  fifty  cents ($1.50) per share, and (c) Series BD-3
Common Stock Purchase Warrants to Midtown Partners entitling Midtown Partners to
purchase  449,581  shares  of the Company's common stock at an exercise price of
two  dollars  and  twenty  five  cents  ($2.25)  per share. See, "Description of
Securities"  above  for  a  fuller  description  of  Series BD-1, BD-2, and BD-3
Warrants.

                                     139
<PAGE>

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

     Except  for  the  matters  discussed  immediately  below,  to  Cytation's
knowledge,  no  holder of Series A Preferred Stock was an affiliate of, or was a
party  to  a  material contact with, any holder of Series B Preferred Stock, any
holder  of  Series  C  Preferred  Stock,  or  the  former  owners of Deer Valley
Homebuilders, Inc.  The former owners of Deer Valley Homebuilders, Inc. acquired
$500,000,  in  the aggregate, of Series A Preferred Stock using a portion of the
proceeds from the $6,000,000 cash purchase price received upon completion of the
sale  of  100%  of  the  issued  and  outstanding  capital  stock of Deer Valley
Homebuilders,  Inc.  In  addition,  the father of Joel Logan, a former owner and
current  officer  of  Deer Valley Homebuilders, Inc., purchased 15,000 shares of
Series  A  Preferred  Stock  (and  related  Series A and Series B  warrants) for
$150,000.  Edwin  McGusty,  an  employee  of  Midtown  Partners  & Co., LLC, the
placement  agent for the Series A Preferred Offering, purchased 10,000 shares of
Series  A  Preferred  Stock  (and  related  Series A and Series B  warrants) for
$100,000.  Hans Beyer, an owner of Daedalus Consulting, an owner of 3,425 shares
of  Series B Preferred Stock, purchased 1,000 shares of Series A Preferred Stock
(and  related  Series  A  and  Series  B  warrants)  for  $10,000.  Max Frye, an
employee  of  Deer Valley Homebuilders, Inc. purchased 3,750 shares of  Series A
Preferred  Stock  (and  related  Series  A  and Series B  warrants) for $37,500.

     The  proceeds  from  the  Series  A  Preferred  Stock Offering and the Loan
referenced  above  were  used as follows: (a) $6,000,000 to purchase 100% of the
issued  and  outstanding  capital  stock  of Deer Valley Homebuilders, Inc., (b)
$636,871  as  payment  of  commissions  to  Midtown Partners & Co., LLC, and (c)
$294,344  for  working  capital and payment of accountant, legal, consulting and
miscellaneous  offering  expenses.

     SHARE  EXCHANGE

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

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

     ADDITIONAL  WARRANT

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

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

                                     140
<PAGE>

     SERIES  D  PREFERRED  STOCK  OFFERING

     On  April  17,  2006,  the  Company  closed  on  a  private  placement  of
approximately  $1,320,810  of  Series  D Preferred Stock. The Company issued (a)
132,081  shares  of  Series  D  Preferred  Stock  and  (b) Series E Common Stock
Purchase  Warrants  entitling  the  holders  to  purchase  up to an aggregate of
880,540 shares of Common Stock at an exercise price of three dollars ($3.00) per
share  (the  "Series  D  Preferred  Stock  Offering").  See,  "Description  of
Securities"  above  for  a  fuller  description  of Series D Preferred Stock and
Series  E  Common  Stock  Purchase  Warrants.

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

     Midtown  Partners  &  Co.,  LLC  ("Midtown  Partners"),  an  SEC  and  NASD
registered  broker  dealer,  acted  as  the  placement  agent for the Company in
connection  with  the  Series  A  Preferred  Stock Offering. Midtown Partners is
located  in  Tampa,  Florida.  In  connection  with the Series D Preferred Stock
Offering,  the Company paid Midtown Partners a cash commission equal to $99,181,
plus  a  fee for non-accountable expenses equal to $19,836 and issued (a) Series
BD-4  Common  Stock  Purchase  Warrants  to  Midtown  Partners entitling Midtown
Partners  to purchase 61,120 shares of the Company's common stock at an exercise
price of one dollar and fifty cents ($1.50) per share and (b) Series BD-5 Common
Stock  Purchase  Warrants  to  Midtown  Partners  entitling  Midtown Partners to
purchase  61,120  shares  of  the Company's common stock at an exercise price of
three  dollars  ($3.00)  per share. See, "Description of Securities" above for a
fuller  description  of  Series  BD-4  and  BD-5  Warrants.

                                     141
<PAGE>

                                    EXHIBITS
EXHIBIT NO.    DESCRIPTION
- -----------    -----------
3.01           Certificate  of  Incorporation  of  Cytation  Corporation.  (1)
3.02           Bylaws  of  Cytation Corporation. (1)
4.01           Certificate of Designation, Rights, and Preferences  of Series A
               Convertible  Preferred  Stock.  (2)
4.02           Certificate of Designation, Rights, and Preferences of Series B
               Convertible  Preferred  Stock.  (2)
4.03           Certificate of Designation, Rights, and Preferences of Series C
               Convertible  Preferred  Stock.  (2)
4.04           Certificate of Designation, Rights, and Preferences of Series D
               Convertible  Preferred  Stock.  (1)

5.01           Opinion of legality. (1)

10.01          Securities  Purchase  and  Share  Exchange  Agreement  dated
               January  18,  2006,  by and among the Company, Richard A. Fisher,
               Kevin  J.  High,  certain  purchasers  of  the Company's Series A
               Convertible  Preferred  Stock, DeerValley Acquisitions Corp., and
               certain  other  persons  a  party  thereto.  (2)
10.02          Investor  Rights  Agreement,  by  and  among the Company, each of
               the  purchasers  of  the Company's Series A Convertible Preferred
               Stock,  and  certain  other  persons  a  party  thereto.  (2)
10.03          Earnout Agreement. (2)
10.04          Form  of  Series  A  Common  Stock  Purchase  Warrant.  (2)
10.05          Form of Series B Common Stock Purchase Warrant. (2)
10.06          Form  of  Series  C  Common  Stock  Purchase  Warrant.  (1)
10.07          Form  of  Series  D  Common  Stock  Purchase  Warrant.  (1)
10.08          Form  of  Series  E  Common  Stock  Purchase  Warrant.  (1)
10.09          Form  of  Series  BD-1  Common  Stock  Purchase  Warrant.  (1)
10.10          Form  of  Series  BD-2  Common  Stock  Purchase  Warrant.  (1)
10.11          Form  of  Series  BD-3  Common  Stock  Purchase  Warrant.  (1)
10.12          Form  of  Series  BD-4  Common  Stock  Purchase  Warrant.  (1)
10.13          Form  of  Series  BD-5  Common  Stock  Purchase  Warrant.  (1)
10.14          Interest Bearing Non-Convertible Installment Promissory Note. (2)
10.15          Placement  Agent  Agreement  between  Cytation  Corporation  and
               Midtown  Partners,  LLC.  (2)
10.16          Debt Exchange Agreement between Vicis Capital Master Fund and
               Cytation Corporation.  (1)
10.17          Revolving  Credit  and  Security  Agreement.  (4)
10.18          Revolving  Credit  Note.  (4)
10.19          Continuing  Guaranty  of  Cytation  Corporation.  (4)
10.20          Continuing  Guaranty  of  Deer  Valley  Acquisitions  Corp.  (4)
21.01          List of Subsidiaries of Cytation Corporation.  (3)
23.01          Consent  of  Certified  Public  Accountants  Wheeler,  Herman,
               Hopkins  &  Lagor  (1)
23.02          Consent of Certified Public Accountants Radin, Glass & Co.,
               LLP. (1)

23.03          Consent of Counsel, Bush Ross, P.A.  See Exhibit 5.01 to this
               filing.

(1)     Filed  herewith.

(2)     Previously  filed  as  an  exhibit to the Form 8-K filed with the SEC on
        January  25,  2006  and  incorporated  herein  by  reference.

(3)     Previously  filed  as  an  exhibit  to  the  Form  10-KSB filed with the
        SEC on March 30, 2006 and incorporated herein by reference.

(4)     Previously  filed  as  an  exhibit to the Form 8-K filed with the SEC on
        April 18, 2006 and incorporated herein by reference.

                                     142
<PAGE>

                                  UNDERTAKINGS

The undersigned registrant hereby undertakes:

1.     To  file,  during  any  period in which offers or sales are being made, a
post-effective  amendment  to  this     registration  statement;

     (a)  to include  any  prospectus  required  by  Section  10(a)(3)  of  the
          Securities  Act  of  1933;

     (b)  to reflect  in  the  prospectus  any  facts  or  events  arising after
          the  effective  date  of  this  registration statement, or most recent
          post-effective  amendment,  which,  individually  or in the aggregate,
          represent  a  fundamental  change in the information set forth in this
          registration  statement,  and;

     (c)  to include  any  material  information  with  respect  to  the plan of
          distribution  not  previously disclosed in this registration statement
          or  any  material  change  to  such  information  in  the registration
          statement.

2.   That, for  the  purpose  of  determining any liability under the Securities
     Act,  each  such  post-effective  amendment  shall  be  deemed  to be a new
     registration  statement  relating to the securities offered herein, and the
     offering  of such securities at that time shall be deemed to be the initial
     bona  fide  offering  thereof.

3.   To remove  from  registration by means of a post-effective amendment any of
     the  securities  being  registered  hereby  which  remain  unsold  at  the
     termination  of  the  offering.

Insofar  as  indemnification for liabilities arising under the Securities Act of
1933  may  be  permitted  to  our  directors,  officers  and controlling persons
pursuant  to  the  provisions  above,  or otherwise, we been advised that in the
opinion  of  the  Securities  and  Exchange  Commission  such indemnification is
against  public  policy  as  expressed  in  the  Securities Act of 1933, and is,
therefore,  unenforceable.

In  the  event  that a claim for indemnification against such liabilities, other
than  the  payment  by  us of expenses incurred or paid by one of our directors,
officers,  or  controlling persons in the successful defense of any action, suit
or  proceeding,  is  asserted  by one of our directors, officers, or controlling

persons  in  connection with the securities being registered, we will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit  to  a  court  of  appropriate  jurisdiction  the  question  whether such
indemnification  is  against public policy as expressed in the Securities Act of
1933,  and  we  will  be  governed  by  the  final  adjudication  of such issue.

                                     143
<PAGE>

                                   SIGNATURES

In  accordance  with  the  requirements  of  the  Securities  Act  of  1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of  the  requirements  of  filing  on Form SB-2 and authorized this registration
statement  to  be  signed on its behalf by the undersigned in the City of Tampa,

State  of  Florida,  on  June 7,  2006.



                    (Registrant) CYTATION CORPORATION

                    By    /s/ Charles G. Masters
                          ----------------------------
                          Charles G. Masters
                          President & Chief Executive Officer

In  accordance  with  the  requirements  of  the  Securities  Act  of 1933, this
registration statement was signed by the following persons in the capacities and
on  the  dates  stated.

By: /s/ Charles G. Masters
    -----------------------------------
Name: Charles G. Masters
Title: Member of the Board of Directors


Date:   June 7, 2006



By: /s/ Christopher Portner
   ------------------------------------
Name: Christopher Portner
Title: Member of the Board of Directors


Date:  June 7, 2006


                                     144
<PAGE>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-3.01
<SEQUENCE>2
<FILENAME>ex3-01.txt
<DESCRIPTION>CERTIFICATE OF INCORPORATION OF CYTATION CORPORATION
<TEXT>
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>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-3.02
<SEQUENCE>3
<FILENAME>ex3-02.txt
<DESCRIPTION>BYLAWS OF CYTATION CORPORATION
<TEXT>
EXHIBIT 3.02



                    BY-LAWS OF COLLEGELINK.COM INCORPORATED

Section 1. CERTIFICATE OF INCORPORATION AND BY-LAWS

     1.1  These  by-laws  are subject to the certificate of incorporation of the
corporation.  In  these  by-laws, references to the certificate of incorporation
and  by-laws  mean  the  provisions  of the certificate of incorporation and the
by-laws as are from time to time in effect.

Section 2. OFFICES

     2.1  Registered  Office.  The  registered office shall be in  the  City  of
          ------------------
Wilmington,  County  of  New  Castle,  State  of  Delaware.

     2.2  Other  Offices.  The  corporation  may also have offices at such other
          --------------
places  both  within and without the State of Delaware as the board of directors
may from time to time determine or the business of the corporation may require.

Section 3. STOCKHOLDERS

     3.1 Location of Meetings. All meetings of the stockholders shall be held at
         --------------------
such place either within or without the State of Delaware as shall be designated
from  time  to  time  by  the  board  of directors. Any adjourned session of any
meeting shall be held at the place designated in the vote of adjournment.

     3.2  Annual  Meeting.  The  annual meeting of stockholders shall be held at
          ---------------
10:00 a.m. on the second Thursday in November in each year (unless that day be a
legal  holiday  at  the place where the meeting is to be held, in which case the
meeting  shall  be  held at the same hour on the next succeeding day not a legal
holiday)(the  "Specified  Date")  or  at  such  other  date and time as shall be
designated  from  time  to  time  by the board of directors, at which they shall
elect  a  board of directors and transact such other business as may be required
by law or these by-laws or as may properly come before the meeting.

     3.3  Special  Meeting  in  Place  of  Annual  Meeting.  If the election for
          ------------------------------------------------
directors  shall  not  be  held  on  the  day  designated  by these by-laws, the
directors  shall cause the election to be held as soon thereafter as convenient,
and  to  that  end,  if the annual meeting is omitted on the day herein provided
therefor  or  if  the election of directors shall not be held thereat, a special
meeting  of  the  stockholders  may  be held in place of such omitted meeting or
election,  and  any business transacted or election held at such special meeting
shall  have  the same effect as if transacted or held at the annual meeting, and
in  such  case  all  references  in  these  by-laws to the annual meeting of the
stockholders,  or  to the annual election of directors, shall be deemed to refer
to or include such special meeting. Any such special meeting shall be called and
the purposes thereof shall be specified in the call, as provided in Section 3.4.

     3.4  Notice of Annual Meeting. Written notice of the annual meeting stating
          ------------------------
the  place,  date  and  hour  of  the meeting shall be given to each stockholder
entitled  to  vote  at  such  meeting not less than ten nor more than sixty days
before  the  date  of  the  meeting.  Such notice may specify the business to be
transacted  and actions to be taken at such meeting. No action shall be taken at
such  meeting  unless  such  notice is given, or unless waiver of such notice is
given  by  the  holders  of  outstanding  stock having not less than the minimum
number  of  votes necessary to take such action at a meeting at which all shares
entitled  to  vote  thereon  were  voted.  Prompt  notice of all action taken in
connection  with  such  waiver  of notice shall be given to all stockholders not
present or represented at such meeting.

<PAGE>

     3.5  Other  Special Meetings. Special meetings of the stockholders, for any
          -----------------------
purpose or purposes, unless otherwise prescribed by law or by the certificate of
incorporation, may be called by chairman of the board or the president and shall
be  called  by  the  president  or  the 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.

     3.6  Notice of Special Meeting. Written notice of a special meeting stating
          -------------------------
the  place,  date  and hour of the meeting and the purpose or purposes for which
the meeting is called, shall be given not less than ten nor more than sixty days
before  the  date  of  the meeting, to each stockholder entitled to vote at such
meeting.  No  action shall be taken at such meeting unless such notice is given,
or  unless  waiver  of  such notice is given by the holders of outstanding stock
having  not  less than the minimum number of votes necessary to take such action
at  a  meeting  at  which all shares entitled to vote thereon were voted. Prompt
notice  of  all  action  taken in connection with such waiver of notice shall be
given to all stockholders not present or represented at such meeting.

     3.7 Notice of Stockholder Business at a Meeting of the Stockholders. Unless
         ---------------------------------------------------------------
otherwise  prescribed  by  law  or  by  the  certificate  of  incorporation, the
following  provisions of this Section 3.7 shall apply to the conduct of business
at  any  meeting  of  the  stockholders.  (As used in this Section 3.7, the term
annual meeting shall include a special meeting in lieu of an annual meeting.)

     (a)     At  any  meeting  of  the stockholders, only such business shall be
conducted  as  shall  have  been  brought before the meeting (i) pursuant to the
Corporation's  notice  of  meeting,  (ii) by or at the direction of the board of
directors or (iii) by any stockholder of the Corporation who is a stockholder of
record at the time of giving of the notice provided for in paragraph (b) of this
Section 3.7, who shall be entitled to vote at such meeting and who complies with
the  notice  procedures  set  forth  in  paragraph  (b)  of  this  Section  3.7.

     (b)  For  business  to  be  properly  brought  before  any  meeting  of the
stockholders  by a stockholder pursuant to clause (iii) of paragraph (a) of this
Section 3.7, the stockholder must have given timely notice thereof in writing to
the  Secretary  of the Corporation. To be timely, a stockholder's notice must be
delivered  to  or  mailed and received at the principal executive offices of the
Corporation  (i)  in the case of an annual meeting, not less than sixty days nor
more  than  ninety  days  prior  to  the  Specified  Date,  regardless  of  any
postponements,  deferrals  or  adjournments  of  that  meeting  to a later date;
provided,  however,  that  if  the  annual  meeting of stockholders or a special
meeting in lieu thereof is to be held on a date prior to the Specified Date, and
if less than seventy days' notice or prior public disclosure of the date of such
annual  or  special  meeting  is  given or made, notice by the stockholder to be
timely  must be so delivered or received not later than the close of business on
the  tenth  day following the earlier of the date on which notice of the date of

                                        2
<PAGE>

such  annual or special meeting was mailed or the day on which public disclosure
was  made of the date of such annual or special meeting; and (ii) in the case of
a  special  meeting (other than a special meeting in lieu of an annual meeting),
not  later  than  the tenth (10th) day following the earlier of the day on which
notice  of  the  date  of  the  scheduled meeting was mailed or the day on which
public disclosure was made of the date of the scheduled meeting. A stockholder's
notice  to  the  Secretary  shall  set  forth  as to each matter the stockholder
proposes  to  bring  before  the meeting (i) a brief description of the business
desired  to  be  brought  before the meeting and the reasons for conducting such
business  at  the  meeting,  (ii)  the  name  and address, as they appear on the
Corporation's  books,  of  the stockholder proposing such business, the name and
address  of  the beneficial owner, if any, on whose behalf the proposal is made,
and the name and address of any other stockholders or beneficial owners known by
such  stockholder  to be supporting such proposal, (iii) the class and number of
shares  of  the  Corporation  which are owned beneficially and of record by such
stockholder  of  record,  by  the  beneficial owner, if any, on whose behalf the
proposal  is  made  and  by any other stockholders or beneficial owners known by
such  stockholder to be supporting such proposal, and (iv) any material interest
of  such  stockholder of record and/or of the beneficial owner, if any, on whose
behalf the proposal is made, in such proposed business and any material interest
of  any  other stockholders or beneficial owners known by such stockholder to be
supporting  such proposal in such proposed business, to the extent known by such
stockholder.

     (c)  Notwithstanding anything in these by-laws to the contrary, no business
shall  be  conducted  at  a meeting except in accordance with the procedures set
forth  in  this  Section  3.7. The person presiding at the meeting shall, if the
facts  warrant,  determine  that  business  was  not properly brought before the
meeting  and  in accordance with the procedures prescribed by these by-laws, and
if  he  should  so  determine,  he  shall so declare at the meeting and any such
business  not  properly  brought  before  the  meeting  shall not be transacted.
Notwithstanding  the  foregoing  provisions  of  this Section 3.7, a stockholder
shall  also  comply  with all applicable requirements of the Securities Exchange
Act  of  1934,  as  amended  (or  any  successor  provision),  and the rules and
regulations  thereunder  with  respect  to the matters set forth in this Section
3.7.

     (d)  This  provision  shall  not  prevent the consideration and approval or
disapproval  at  the meeting of reports of officers, directors and committees of
the  board  of  directors, but, in connection with such reports, no new business
shall  be  acted upon at such meeting unless properly brought before the meeting
as herein provided.

     3.8 Stockholder List. The officer who has charge of the stock ledger of the
         ----------------
corporation  shall  prepare  and make, at least ten days before every meeting of
stockholders,  a  complete  list  of  the  stockholders  entitled to vote at the
meeting,  arranged  in  alphabetical  order,  and  showing  the  address of each
stockholder and the number of shares registered in the name of each stockholder.
Such  list  shall be open to the examination of any stockholder, for any purpose
germane to the meeting, during ordinary business hours, for a period of at least
ten  days  prior  to  the  meeting,  either at a place within the city where the
meeting  is  to  be  held,  which  place shall be specified in the notice of the
meeting,  or, if not so specified, at the place where the meeting is to be held.
The  list  shall  also be produced and kept at the time and place of the meeting
during  the  whole  time thereof, and may be inspected by any stockholder who is
present.

                                        3
<PAGE>

     3.9  Quorum  of Stockholders. The holders of a majority of the stock issued
          -----------------------
and  outstanding  and entitled to vote thereat, present in person or represented
by  proxy, shall constitute a quorum at all meetings of the stockholders for the
transaction  of  business  except  as  otherwise  required  by  law,  or  by the
certificate  of  incorporation or by these by-laws. Except as otherwise provided
by  law,  no  stockholder  present at a meeting may withhold his shares from the
quorum count by declaring his shares absent from the meeting.

     3.10 Adjournment. Any meeting of stockholders may be adjourned from time to
          -----------
time to any other time and to any other place at which a meeting of stockholders
may  be held under these by-laws, which time and place shall be announced at the
meeting,  by a majority of votes cast upon the question, whether or not a quorum
is  present.  At  such  adjourned  meeting at which a quorum shall be present or
represented  any  business may be transacted which might have been transacted at
the  original  meeting.  If  the adjournment is for more than thirty days, or if
after  the  adjournment  a new record date is fixed for the adjourned meeting, a
notice  of  the  adjourned  meeting shall be given to each stockholder of record
entitled to vote at the meeting.

     3.11  Proxy  Representation. Every stockholder may authorize another person
           ---------------------
or  persons  to  act  for  him by proxy in all matters in which a stockholder is
entitled  to participate, whether by waiving notice of any meeting, objecting to
or  voting  or  partici-pating  at  a  meeting, or expressing consent or dissent
without  a  meeting.  Every  proxy  must  be signed by the stockholder or by his
attorney-in-fact.  No  proxy shall by voted or acted upon after three years from
its  date  unless such proxy provides for a longer period. Except as provided by
law,  a revocable proxy shall be deemed revoked if the stockholder is present at
the  meeting  for  which  the  proxy  was  given. A duly executed proxy shall be
irrevocable if it states that it is irrevocable and, if, and only as long as, it
is coupled with an interest sufficient in law to support an irrevocable power. A
proxy  may  be made irrevocable regardless of whether the interest with which it
is  coupled is an interest in the stock itself or an interest in the corporation
generally. The authorization of a proxy may but need not be limited to specified
action, provided, however, that if a proxy limits its authorization to a meeting
or  meetings  of stockholders, unless otherwise specifically provided such proxy
shall  entitle the holder thereof to vote at any adjourned session but shall not
be valid after the final adjournment thereof.

     3.12  Inspectors.  If  required  to  do  so  by Section 231 of the Delaware
           ----------
General  Corporation Law or other applicable law or regulation, the directors or
the  person  presiding  at  the  meeting shall appoint one or more inspectors of
election  and any substitute inspectors to act at the meeting or any adjournment
thereof.  If  not  so  required,  the  directors  or the person presiding at the
meeting may, but need not, appoint such inspectors and substitute inspectors. In
either  event,  the  inspectors and substitute inspectors shall have such duties
and  responsibilities  as  are required by applicable law or regulation and such
other duties and responsibilities not inconsistent therewith as the directors or
the person presiding at the meeting shall deem appropriate.

     3.13  Action  by Vote. When a quorum is present at any meeting, whether the
           ---------------
same  be  an original or an adjourned session, a plurality of the votes properly
cast for election to any office shall elect to such office and a majority of the
votes  properly cast upon any question other than an election to an office shall
decide  the  question,  except  when  a  larger  vote is required by law, by the
certificate  of  incorporation  or by these by-laws. No ballot shall be required
for any election unless requested by a stockholder present or represented at the
meeting and entitled to vote in the election.

                                        4
<PAGE>

     3.14  No Action by Consent. Any action required or permitted to be taken by
           --------------------
the  stockholders  of  the  corporation  must  be effected at a duly constituted
annual or special meeting of such holders and may not be effected by any consent
in writing by such stockholders.

Section 4. DIRECTORS

     4.1  Number.  The  board shall consist 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  vote  of  a  majority of directors then in
office.  Subject  to  the  foregoing and to the provisions of the certificate of
incorporation, the number of directors may be increased or decreased at any time
or  from  time to time by vote of a majority of directors then in office, except
that  such  decrease  by  vote  of  directors  shall  only  be made to eliminate
vacancies existing by reason of the death, resignation or removal of one or more
directors.  The directors shall be elected at the annual meeting of stockholders
except  as  provided  in  Section  4.4  of  these by-laws. directors need not be
stockholders.

     4.2  Tenure. The directors shall be classified with respect to the time for
          ------
which they shall severally hold office by dividing them into three classes, each
consisting  of  one-third of the whole number of the board of directors, and all
directors  shall hold office until their successors are chosen and qualified, or
until  their  earlier  death, resignation, or removal. At the first meeting held
for  election  of  the  board  of  directors  pursuant  to  such classification,
directors  of the first class shall be elected for a term of one year; directors
of  the  second class shall be elected for a term of two years; directors of the
third  class  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.

     4.3  Powers.  The  business of the corporation shall be managed by or under
          ------
the  direction  of  the board of directors which shall have and may exercise all
the  powers of the corporation and do all such lawful acts and things as are not
by  law,  the certificate of incorporation or these by-laws directed or required
to be exercised or done by the stockholders.

     4.4 Vacancies. Except as otherwise provided by law or by the certificate of
         ---------
incorporation,  vacancies and any newly created directorships resulting from any
increase  in  the  number of directors shall be filled only by a majority of the
directors  then  in  office, although less than a quorum, or by a sole remaining
director. When one or more directors shall resign from the board, effective at a
future  date,  a  majority  of the directors then in office, including those who
have  resigned,  shall have power to fill such vacancy or vacancies, the vote or
action  by  writing thereon to take effect when such resignation or resignations
shall  become  effective.  The  directors  shall have and may exercise all their
powers  notwithstanding  the existence of one or more vacancies in their number,
subject  to any requirements of law or of the certificate of incorporation or of
these  by-laws  as  to  the number of directors required for a quorum or for any
vote or other actions.

                                        5
<PAGE>

     4.5 Nomination of Directors.
         ------------------------

     The  following provisions of this Section 4.5 shall apply to the nomination
of persons for election to the board of directors.

     (a)  Nominations  of  persons for election to the board of directors of the
corporation  may be made (i) by or at the direction of the board of directors or
(ii) by any stockholder of the corporation who is a stockholder of record at the
time  of giving of notice provided for in paragraph (b) of this Section 4.5, who
shall  be  entitled to vote for the election of directors at the meeting and who
complies  with  the notice procedures set forth in paragraph (b) of this Section
4.5.

     (b)  Nominations by stockholders shall be made pursuant to timely notice in
writing  to  the  Secretary  of  the  corporation. To be timely, a stockholder's
notice  shall  be delivered to or mailed and received at the principal executive
offices  of  the corporation, not less than sixty days nor more than ninety days
prior  to  the  Specified  Date,  regardless  of any postponements, deferrals or
adjournments  of  that  meeting  to a later date; provided, however, that if the
annual  meeting  of  stockholders  or a special meeting in lieu thereof is to be
held  on  a  date  prior  to  the Specified Date, and if less than seventy days'
notice  or prior public disclosure of the date of such annual or special meeting
is given or made, notice by the stockholder to be timely must be so delivered or
received  not  later  than  the close of business on the tenth day following the
earlier of the day on which notice of the date of such annual or special meeting
was  mailed  or  the day on which public disclosure was made of the date of such
annual  or  special meeting. Such stockholder's notice shall set forth (x) as to
each person whom the stockholder proposes to nominate for election or reelection
as  a  director  all  information relating to such person that is required to be
disclosed in solicitations of proxies for election of directors, or is otherwise
required,  pursuant to Regulation 14A under the Securities Exchange Act of 1934,
as  amended,  or pursuant to any other then existing statute, rule or regulation
applicable  thereto  (including  such person's written consent to being named in
the  proxy  statement as a nominee and to serving as a director if elected); (y)
as to the stockholder giving the notice (1) the name and address, as they appear
on  the corporation's books, of such stockholder and (2) the class and number of
shares  of  the corporation which are beneficially owned by such stockholder and
also which are owned of record by such stockholder; and (z) as to the beneficial
owner,  if any, on whose behalf the nomination is made, (1) the name and address
of  such  person and (2) the class and number of shares of the corporation which
are  beneficially owned by such person. The corporation may require any proposed
nominee  to  furnish such other information as may reasonably be required by the
corporation to determine the eligibility of such proposed nominee as a director.
At  the  request of the board of directors, any person nominated by the board of
directors  for  election  as  a  director  shall furnish to the secretary of the
corporation  that information required to be set forth in a stockholder's notice
of nomination which pertains to the nominee.

     (c)  No  person shall be eligible to serve as a director of the corporation
unless  nominated  in  accordance  with the procedures set forth in this Section
4.5.  The person presiding at the meeting shall, if the facts warrant, determine
that  a  nomination was not made in accordance with the procedures prescribed by
these by-laws, and if he should so determine, he shall so declare to the meeting
and the defective nomination shall be disregarded. Notwithstanding the foregoing
provisions  of  this  Section  4.5,  a  stockholder  shall  also comply with all
applicable  requirements  of the Securities Exchange Act of 1934, as amended (or
any  successor provision), and the rules and regulations thereunder with respect
to the matters set forth in this by-law.

                                        6
<PAGE>

     4.6  Committees.  The  board of directors may, by vote of a majority of the
          ----------
whole  board, (a) designate, change the membership of or terminate the existence
of  any committee or committees, each committee to consist of one or more of the
directors;  (b) designate one or more directors as alternate members of any such
committee  who  may  replace any absent or disqualified member at any meeting of
the  committee;  and (c) determine the extent to which each such committee shall
have  and may exercise the powers and authority of the board of directors in the
management  of  the business and affairs of the corporation, including the power
to  authorize  the  seal  of  the  corporation to be affixed to all papers which
require  it and the power and authority to declare dividends or to authorize the
issuance  of  stock;  excepting,  however,  such  powers  which  by  law, by the
certificate  of  incorporation  or  by these by-laws they are prohibited from so
delegating.  In  the absence or disqualification of any member of such committee
and  his alternate, if any, the member or members thereof present at any meeting
and  not  disqualified  from  voting,  whether or not constituting a quorum, may
unanimously  appoint  another  member  of  the  board of directors to act at the
meeting  in  the place of any such absent or disqualified member.- Except as the
board of directors may otherwise determine, any committee may make rules for the
conduct  of  its  business,  but  unless otherwise provided by the board or such
rules,  its business shall be conducted as nearly as may be in same manner as is
provided by these by-laws for the conduct of business by the board of directors.
Each committee shall keep regular minutes of its meetings and report the same to
the board of directors upon request.

     4.7 Regular Meeting. Regular meetings of the board of directors may be held
         ---------------
without call or notice at such place within or without the State of Delaware and
at such times as the board may from time to time determine, provided that notice
of  the first regular meeting following any such determination shall be given to
absent directors. A regular meeting of the directors may be held without call or
notice  immediately  after  and  at  the same place as the annual meeting of the
stockholders.

     4.8  Special  Meetings.  Special  meetings of the board of directors may be
          -----------------
held  at  any  time  and  at  any  place within or without the State of Delaware
designated  in  the  notice  of  the meeting, when called by the chairman of the
board  or  president,  or  by  one-third  or  more  in  number of the directors,
reasonable  notice  thereof  being given to each director by the secretary or by
the  chairman  of  the board or president or by any one of the directors calling
the meeting.

     4.9  Notice.  It shall be reasonable and sufficient notice to a director to
          -------
send  notice  by  mail  at least forty-eight hours or by telegram or telecopy at
least  twenty-four  hours  before  the meeting, addressed to him at his usual or
last  known  business or residence address or to give notice to him in person or
by  telephone at least twenty-four hours before the meeting. Notice of a meeting
need not be given to any director if a written waiver of notice, executed by him
before or after the meeting, is filed with the records of the meeting, or to any
director  who  attends  the  meeting  without protesting prior thereto or at its
commencement the lack of notice to him. Neither notice of a meeting nor a waiver
of a notice need specify the purposes of the meeting.

                                        7
<PAGE>

     4.10 Quorum. Except as may be otherwise provided by law, by the certificate
          ------
of incorporation or by these by-laws, at any meeting of the directors a majority
of the directors then in office shall constitute a quorum; a quorum shall not in
any  case  be  less than one-third of the total number of directors constituting
the whole board. Any meeting may be adjourned from time to time by a majority of
the  votes  cast  upon the question, whether or not a quorum is present, and the
meeting may be held as adjourned without further notice.

     4.11  Action  by  Vote.  Except as may be otherwise provided by law, by the
           ----------------
certificate  of  incorporation  or by these by-laws, when a quorum is present at
any  meeting the vote of a majority of the directors present shall be the act of
the board of directors.

     4.12  Action  Without  a  Meeting.  Unless  otherwise  restricted  by  the
           ---------------------------
certificate  of incorporation or these by-laws, any action required or permitted
to be taken at any meeting of the board of directors or of any committee thereof
may  be  taken  without  a  meeting  if all the members of- the board or of such
committee,  as  the case may be, consent thereto in writing, and such writing or
writings  are  filed  with  the  records of the meetings of the board or of such
committee.  Such  consent  shall  be  treated for all purposes as the act of the
board or of such committee, as the case may be.

     4.13  Participation  in  Meetings by Conference Telephone. Unless otherwise
           ---------------------------------------------------
restricted  by the certificate of incorporation or these by-laws, members of the
board  of  directors or of any committee thereof may participate in a meeting of
such  board  or  committee  by  means  of  conference  telephone  or  similar
communications  equipment  by  means  of  which all persons participating in the
meeting  can  hear  each  other. Such participation shall constitute presence in
person at such meeting.

     4.14  Compensation.  Unless  otherwise  restricted  by  the  certificate of
           ------------
incorporation  or these by-laws, the board of directors shall have the authority
to  fix  from  time  to time the compensation of directors. The directors may be
paid  their  expenses,  if  any,  of  attendance at each meeting of the board of
directors  and the performance of their responsibilities as directors and may be
paid a fixed sum for attendance at each meeting of the board of directors and/or
a  stated  salary  as director. No such payment shall preclude any director from
serving  the  corporation  or its parent or subsidiary corporations in any other
capacity  and  receiving  compensation therefor. The board of directors may also
allow  compensation for members of special or standing committees for service on
such committees.

     4.15 Interested Directors and Officers.
          ----------------------------------

     (a)  No  contract or transaction between the corporation and one or more of
its directors or officers, or between the corporation and any other corporation,
partnership,  association,  or  other  organization  in which one or more of the
corporation's  directors  or  officers  are  directors  or  officers,  or have a
financial  interest, shall be void or voidable solely for this reason, or solely
because  the director or officer is present at or participates in the meeting of
the  board or committee thereof which authorizes the contract or transaction, or
solely because his or their votes are counted for such purpose, if:

                                        8
<PAGE>

          (1)  The  material  facts as to his relationship or interest and as to
     the  contract  or  transaction  are  disclosed or are known to the board of
     directors  or  the  committee,  and  the  board  or committee in good faith
     authorizes  the  contract  or  transaction  by  the  affirmative votes of a
     majority  of  the  disinterested  directors,  even though the disinterested
     directors be less than a quorum; or

          (2)  The  material  facts as to his relationship or interest and as to
     the  contract or transaction are disclosed or are known to the stockholders
     entitled  to  vote thereon, and the contract or transaction is specifically
     approved in good faith by vote of the stockholders; or

          (3)  The  contract  or transaction is fair as to the corporation as of
     the time it is authorized, approved or ratified, by the board of directors,
     a committee thereof, or the stockholders.

     (b)  Common  or  interested  directors  may  be  counted in determining the
presence  of  a  quorum at a meeting of the board of directors or of a committee
which authorizes the contract or transaction.

     4.16  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
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.

                                        9
<PAGE>

Section 5. NOTICES

     5.1  Form  of  Notice.  Whenever,  under  the  provisions of law, or of the
          ----------------
certificate of incorporation or of these by-laws, notice is required to be given
to  any  director or stockholder, such notice may be given by mail, addressed to
such director or stockholder, at his address as it appears on the records of the
corporation, with postage thereon prepaid, and such notice shall be deemed to be
given  at  the  time when the same shall be deposited in the United States mail.
Unless  written  notice  by  mail is required by law, written notice may also be
given  by  telegram,  cable,  telecopy,  commercial  delivery  service, telex or
similar  means,  addressed  to such director or stockholder at his address as it
appears  on  the  records of the corporation, in which case such notice shall be
deemed  to  be given when delivered into the control of the persons charged with
effecting  such  transmission,  the  transmission  charge  to  be  paid  by  the
corporation  or  the  person  sending such notice and not by the addressee. Oral
notice  or  other  in-hand  delivery (in person or by telephone) shall be deemed
given at the time it is actually given.

     5.2  Waiver  of  Notice.  Whenever notice is required to be given under the
          ------------------
provisions  of law, the certificate of incorporation or these by-laws, a written
waiver thereof, signed by the person entitled to notice, whether before or after
the  time  stated therein, shall be deemed equivalent to notice. Attendance of a
person  at a meeting shall constitute a waiver of notice of such meeting, except
when  the  person attends a meeting for the express purpose of objecting, at the
beginning of the meeting, to the transaction of any business because the meeting
is  not  lawfully  called or convened. Neither the business to he transacted at,
nor  the  purpose of, any meeting of the stockholders, directors or members of a
committee of the directors need be specified in any written waiver of notice.

Section 6. OFFICERS AND AGENTS

     6.1  Enumeration: Qualification. The officers of the corporation shall be a
          --------------------------
president,  a  chairman  of  the  board, a treasurer, a secretary and such other
officers,  if  any,  as  the  board  of  directors  from time to time may in its
discretion  elect  or  appoint  including  without  limitation  one or more vice
presidents. Any officer may be, but none need be, a director or stockholder. Any
two or more offices may be held by the same person.

     6.2  Powers. Subject to law, to the certificate of incorporation and to the
          ------
other  provisions  of these by-laws, each officer shall have, in addition to the
duties  and  powers  herein  set  forth,  such duties and powers as are commonly
incident  to  his  office  and such additional duties and powers as the board of
directors may from time to time designate.

     6.3 Election. The board of directors at its first meeting after each annual
         --------
meeting  of  stockholders shall choose a president, a secretary and a treasurer.
Other  officers  may  be appointed by the board of directors at such meeting, at
any  other  meeting or by written consent. At any time or from time to time, the
directors  may delegate to any officer their power to elect or appoint any other
officer or any agents.

     6.4  Tenure.  Each officer shall hold office until the first meeting of the
          ------
board  of  directors  following  the next annual meeting of the stockholders and
until  his successor is elected and qualified unless a shorter period shall have
been specified in terms of his election or appointment, or in each case until he
sooner  dies,  resigns,  is  removed  or becomes disqualified. Each agent of the
corporation  shall retain his authority at the pleasure of the directors, or the
officer  by  whom  he  was  appointed  or  by  the  officer who then holds agent
appointive power.

                                       10
<PAGE>

     6.5  Chairman,  President  and  Vice  President.  The  chairman shall share
          ------------------------------------------
executive  authority  with  the  president.  The  president  shall  be the chief
executive officer and shall, with the chairman, have direct and active charge of
all  business  operations  of the corporation and shall, with the chairman, have
general  supervision  of  the entire business of the corporation, subject to the
control of the board of directors. The chairman shall preside at all meetings of
the stockholders and of the board of directors at which he is present, except as
otherwise voted by the board of directors.

     The  president  or  treasurer  shall  execute  bonds,  mortgages  and other
contracts  requiring  a  seal,  under  the seal of the corporation, except where
required  or  permitted  by  law  to be otherwise signed and executed and except
where  the  signing  and  execution  thereof shall be expressly delegated by the
board  of  directors to some other officer or agent of the corporation. Any vice
presidents shall have such duties and powers as shall be designated from time to
time  by  the  board  of  directors  or  by  the  president.

     6.6 Treasurer and Assistant Treasurers. The treasurer shall be in charge of
         ----------------------------------
the  corporation's  funds  and valuable papers, and shall have such other duties
and powers as may be assigned to him from time to time by the board of directors
or by the president.

     Any  assistant  treasurers  shall  have  such duties and powers as shall be
designated  from  time  to  time by the board of directors, the president or the
treasurer.

     6.7  Secretary  and  Assistant  Secretaries. The secretary shall record all
          --------------------------------------
proceedings  of the stockholders, of the board of directors and of committees of
the  board  of  directors  in  a book or series of books to be kept therefor and
shall  file  therein  all  writings  of, or related to, action by stockholder or
director consent. In the absence of the secretary from any meeting, an assistant
secretary,  or if there is none or he is absent, a temporary secretary chosen at
the  meeting,  shall record the proceedings thereof. Unless a transfer agent has
been  appointed,  the  secretary  shall  keep  or cause to be kept the stock and
transfer  records  of  the corporation, which shall contain the names and record
addresses of all stockholders and the number of shares registered in the name of
each  stockholder.  The secretary shall have such other duties and powers as may
from time to time be designated by the board of directors or the president.

     Any  assistant  secretaries  shall  have such duties and powers as shall be
designated  from  time  to  time by the board of directors, the president or the
secretary.

     6.8  Resignation  and  Removal.  Any  officer  may  resign  at  any time by
          -------------------------
delivering  his resignation in writing to the president 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 any
case  the necessity of its being accepted unless the resignation shall so state.
The board of directors may at any time remove any officer either with or without
cause.  The board of directors may at any time terminate or modify the authority
of  any  agent.  No  officer  resigning  and  (except  where  a right to receive
compensation  shall be expressly provided in a duly authorized written agreement

                                       11
<PAGE>

with  the  corporation)  no  officer  removed  shall  have  any  right  to  any
compensation  as  such  officer  for  any  period  following  his resignation or
removal,  or  any  right  to  damages  on  account  of such removal, whether his
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.

     6.9  Vacancies.  If  the  office  of  the president or the treasurer or the
          ---------
secretary  becomes  vacant,  the  directors  may  elect a successor by vote of a
majority  of  the  directors  then in office. If the office of any other officer
becomes vacant, any person or body empowered to elect or appoint that office may
choose a successor. Each such successor shall hold office for the unexpired term
of  his  predecessor,  and  in  the case of the president, the treasurer and the
secretary  until his successor is chosen and qualified, or in each case until he
sooner dies, resigns, is removed or becomes disqualified.

Section 7. CAPITAL STOCK

     7.1 Stock Certificates. Each stockholder shall be entitled to a certificate
         ------------------
stating  the  number and the class and the designation of the series, if any, of
the  shares  held  by  him,  in  such  form  as shall, in conformity to law, the
certificate of incorporation and the by-laws, be prescribed from time to time by
the  board  of directors. Such certificate shall be signed by the president or a
vice-president  and  (i)  the  treasurer  or  an assistant treasurer or (ii) the
secretary  or  an  assistant  secretary.  Any  of  or  all the signatures on the
certificate may be a facsimile. In case an officer, transfer agent, or registrar
who  has signed or whose facsimile signature has been placed on such certificate
shall  have  ceased to be such officer, transfer agent, or registrar before such
certificate  is issued, it may be issued by the corporation with the same effect
as  if  he  were  such  officer, transfer agent, or registrar at the time of its
issue.

     7.2  Lost Certificates. The board of directors may direct a new certificate
          -----------------
or  certificates  to  be  issued  in  place  of  any certificate or certificates
theretofore  issued  by  the  corporation  alleged  to have been lost, stolen or
destroyed,  upon  the making of an affidavit of that fact by the person claiming
the  certificate of stock to be lost, stolen or destroyed. When authorizing such
issue  of  a new certificate or certificates, the board of directors may, in its
discretion  and  as  a  condition precedent to the issuance thereof, require the
owner  of  such  lost,  stolen  or destroyed certificate or certificates, or his
legal  representative,  to advertise the same in such manner as it shall require
and/or  to give the corporation a bond in such sum as it may direct as indemnity
against  any  claim that may be made against the corporation with respect to the
certificate alleged to have been lost, stolen or destroyed.

Section 8. TRANSFER OF SHARES OF STOCK

     8.1  Transfer  on  Books.  Subject  to any restrictions with respect to the
          -------------------
transfer  of shares of stock, shares of stock may be transferred on the books of
the corporation by the surrender to the corporation or its transfer agent of the
certificate  therefor  properly  endorsed or accompanied by a written assignment
and power of attorney properly executed, with necessary transfer stamps affixed,
and  with  such proof of the authenticity of signature as the board of directors
or  the  transfer agent of the corporation may reasonably require. Except as may
be  otherwise  required  by law, by the certificate of incorporation or by these
by-laws,  the  corporation shall be entitled to treat the record holder of stock

                                       12
<PAGE>

as shown on its books as the owner of such stock for all purposes, including the
payment  of dividends and the right to receive notice and to vote or to give any
consent  with  respect  thereto  and  to  be  held  liable  for  such  calls and
assessments,  if  any,  as  may  lawfully  be  made  thereon,  regardless of any
transfer,  pledge  or other disposition of such stock until the shares have been
properly transferred on the books of the corporation.

     It  shall  be the duty of each stockholder to notify the corporation of his
post office address.

Section 9. GENERAL PROVISIONS

     9.1  Record  Date.  In  order  that  the  corporation  may  determine  the
          ------------
stockholders  entitled to notice of or to vote at any meeting of stockholders or
any  adjournment  thereof,  or to express consent to corporate action in writing
without  a  meeting,  or  entitled  to  receive payment of any dividend or other
distribution  or  allotment of any rights, or entitled to exercise any rights in
respect of any change, conversion or exchange of stock or for the purpose of any
other  lawful action, the board of directors may fix, in advance, a record date,
which  shall  not be more than sixty days nor less than ten days before the date
of  such  meeting,  nor  more than sixty days prior to any other action to which
such  record date relates. A determination of stockholders of record entitled to
notice of or to vote at a meeting of stockholders shall apply to any adjournment
of  the  meeting;  provided,  however, that the board of directors may fix a new
record date for the adjourned meeting. If no record date is fixed,

     (a)  The  record date for determining stockholders entitled to notice of or
to  vote  at  a meeting of stockholders shall be at the close of business on the
day next preceding the day on which notice is given, or, if notice is waived, at
the  close of business on the day next preceding the day on which the meeting is
held;

     (b)  The  record  date  for  determining  stockholders  entitled to express
consent  to  corporate action in writing without a meeting, when no prior action
by  the  board  of  directors  is necessary, shall be the day on which the first
written consent is expressed; and

     (c)  The  record  date  for  determining stockholders for any other purpose
shall  be  at  the  close of business on the day on which the board of directors
adopts the resolution relating to such purpose.

     9.2  Dividends.  Dividends upon the capital stock of the corporation may be
          ---------
declared  by  the  board  of  directors  at any regular or special meeting or by
written consent, pursuant to law. Dividends may be paid in cash, in property, or
in  shares of the capital stock, subject to the provisions of the certificate of
incorporation.

     9.3  Payment of Dividends. Before payment of any dividend, there may be set
          --------------------
aside  out  of  any funds of the corporation available for dividends such sum or
sums  as  the  directors  from time to time, in their absolute discretion, think
proper  as  a  reserve  or  reserves  to  meet  contingencies, or for equalizing
dividends,  or  for repairing or maintaining any property of the corporation, or
for such other purpose as the directors shall think conducive to the interest of
the corporation, and the directors may modify or abolish any such reserve in the
manner in which it was created.

                                       13
<PAGE>

     9.4  Checks.  All  checks or demands for money and notes of the corporation
          ------
shall  be  signed by such officer or officers or such other person or persons as
the board of directors may from time to time designate.

     9.5  Fiscal  Year.  The  fiscal  year of the corporation shall begin on the
          ------------
first  of  January  in  each year and shall end on the last day of December next
following, unless otherwise determined by the board of directors.

     9.6  Seal.  The  board  of  directors may, by resolution, adopt a corporate
          ----
seal.  The  corporate  seal  shall  have  inscribed  thereon  the  name  of  the
corporation,  the year of its organization and the word "Delaware." The seal may
be  used  by  causing  it  or  a facsimile thereof to be impressed or affixed or
reproduced  or otherwise. The seal may be altered from time to time by the board
of directors.

Section 10. AMENDMENTS

     10.1  By  the  Board of Directors. These by-laws may be altered, amended or
           ---------------------------
repealed  or new by-laws may be adopted by the affirmative vote of a majority of
the  directors  present  at  any  regular  or  special  meeting  of the board of
directors at which a quorum is present.

     10.2  By  the  Stockholders.  Except as otherwise provided in Section 10.3,
           ---------------------
these  by-laws may be altered, amended or repealed or new by-laws may be adopted
by  the  affirmative  vote  of  the  holders  of a majority of the shares of the
capital  stock of the corporation issued and outstanding and entitled to vote at
any  regular  or  special  meeting  of  stockholders,  provided  notice  of such
alteration,  amendment, repeal or adoption of new by-laws shall have been stated
in the notice of such regular or special meeting.

     10.3  Certain  Provisions.  Notwithstanding any other provision of law, the
           -------------------
certificate of incorporation or these by-laws, and notwithstanding the fact that
a lesser percentage may be specified by law, the affirmative vote of the holders
of  at least two-thirds 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, Section 3.5, Section 3.7, Section 3.14,
Section 4 and Section 10 of these by-laws.

                                       14
<PAGE>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.04
<SEQUENCE>4
<FILENAME>ex4-04.txt
<DESCRIPTION>CERTIFICATE OF DESIGNATION, RIGHTS, AND PREFERENCES OF SERIES D CONVERTIBLE PREFERRED STOCK
<TEXT>
Exhibit 4.04



                           CERTIFICATE OF AMENDMENT TO
                         CERTIFICATE OF INCORPORATION OF
                              CYTATION CORPORATION

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

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

           SERIES D CONVERTIBLE PREFERRED STOCK DESIGNATION AND AMOUNT

     300,000  shares  of  the  authorized  and  unissued  Preferred Stock of the
Corporation  are  hereby  designated "SERIES D CONVERTIBLE PREFERRED STOCK" with
the  following  rights,  preferences,  powers,  privileges,  restrictions,
qualifications  and  limitations.

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

     2.     Voting.
            ------

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

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

<PAGE>

written  consent  or  affirmative  vote  of  the  holders  of  a majority of the
then-outstanding shares of Series D Convertible Preferred Stock given in writing
or by vote at a meeting, consenting or voting (as the case may be) as a separate
class  from  the  Common Stock, the Corporation shall not, either directly or by
amendment,  merger,  consolidation  or  otherwise:

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

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

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

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

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

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

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

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

          a.     Payments  to  Holders  of Series D Convertible Preferred Stock.
                 --------------------------------------------------------------
In  the  event  of  any  voluntary  or  involuntary liquidation, dissolution, or
winding  up  of  the  Corporation, the holders of shares of Series D Convertible

<PAGE>

Preferred  Stock then outstanding shall be entitled to be paid out of the assets
available  for  distribution  to  its  stockholders after the Aggregate Series A
Liquidation  Preference  Payment (as defined in the Certificate of Designations,
Preferences,  and  Rights  of  Series  A  Convertible  Preferred  Stock  of  the
Corporation  (the  "SERIES  A  PREFERRED CERTIFICATE OF DESIGNATIONS")) shall be
made  to  the  holders  of  shares  of  the  Corporation's  Series A Convertible
Preferred Stock (the "SERIES A PREFERRED STOCK") and before any payment shall be
made  to  the  holders  of  Common  Stock  or any other class or series of stock
ranking  on liquidation junior to the Series D Convertible Preferred Stock (such
Common  Stock  and other stock being collectively referred to as "JUNIOR STOCK")
by  reason  of  their  ownership thereof, an amount equal to Thirty Thousand and
No/100  Dollars  ($30,000)(the  amount  payable  pursuant  to  this  sentence is
hereinafter  referred  to  as  the "SERIES D LIQUIDATION AMOUNT").  If, upon any
such  liquidation,  dissolution, or winding up of the Corporation (and after the
entire  Aggregate  Series  A Liquidation Preference Payment has been paid to the
holders  of  shares  of Series A Preferred Stock) the remaining assets available
for distribution to its stockholders shall be insufficient to pay the holders of
shares  of Series D Convertible Preferred Stock and any class or series of stock
ranking  on  liquidation  on  a  parity  with the Series D Convertible Preferred
Stock, the full preferential amount to which they shall be entitled, the holders
of  shares  of  Series  D Convertible Preferred Stock and any class or series of
stock ranking on liquidation on a parity with the Series D Convertible Preferred
Stock  shall share ratably in any distribution of the remaining assets available
for distribution in proportion to the respective amounts that would otherwise be
payable  in  respect  of  the  shares held by them upon such distribution if all
amounts payable on or with respect to such shares were paid in full.  The Series
D  Convertible  Preferred  Stock  ranks pari passu with the Series B Convertible
Preferred  Stock  and  Series  C  Convertible  Preferred  Stock.

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

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

               (i)     The  following events shall be deemed to be a liquidation
of the Corporation for purposes of this Section4 (a "DEEMED LIQUIDATION EVENT"),
                                        --------
unless the holders of a majority of the shares of Series D Convertible Preferred
Stock  elect  otherwise by written notice given to the Corporation at least five
(5)  days  prior  to  the  effective  date  of  any  such  event:

                    A.     a  merger  or  consolidation  in  which

                         (I)     the  Corporation  is  a  constituent  party, or

<PAGE>

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

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

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

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

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

<PAGE>

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

               (iv)    Whenever the distribution provided  for in this Section4
                                                                        --------
shall be  payable in property other than  cash, the  value  of such distribution
shall  be  the  fair  market  value  of  such  property, rights or securities as
determined in good  faith  by  the  Board   of  Directors  of  the  Corporation.

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

          a.     Contemporaneously  with  the  completion  of  the  increase  in
authorized  shares of Common Stock of the Corporation (the "MANDATORY CONVERSION
DATE")  in  connection  with that certain Securities Purchase and Share Exchange
Agreement,  of  even  date  herewith, by and among Cytation Corporation, certain
shareholders of Cytation a party thereto, DeerValley Acquistions, Corp. ("DVA"),
DVA  shareholders  a  party  thereto,  Vicis  Capital  Master  Fund, and certain
purchasers of Series A Convertible Preferred Stock a party thereto, (i) each 1.5
outstanding  shares  of Series D Convertible Preferred Stock shall automatically
be converted into ten (10) shares of Common Stock, and (ii) the shares of Series
D  Convertible  Preferred Stock may not be reissued by the Corporation as shares
of  such  series  or  any  other  series  of  Preferred  Stock.

          b.     All  holders  of  record  of  shares  of  Series  D Convertible
Preferred  Stock  shall be given written notice of the Mandatory Conversion Date
and the place designated for mandatory conversion of all such shares of Series D
Convertible  Preferred Stock pursuant to this Section5.  Such notice need not be
                                              --------
given  in  advance  of  the  occurrence  of the Mandatory Conversion Date.  Such
notice  shall  be  sent  by  first class or registered mail, postage prepaid, or
given  by electronic communication in compliance with the provisions of Delaware
corporate  law,  to  each record holder of Series D Convertible Preferred Stock.
Upon  receipt  of  such  notice,  each  holder of shares of Series D Convertible
Preferred  Stock  shall  surrender  his,  her or its certificate(s) for all such
shares  to  the  Corporation  at  the place designated in such notice, and shall
thereunder  receive  certificates  for  the  number of shares of Common Stock to
which  such  holder  is  entitled  pursuant  to  Section5(a).  On  the Mandatory
                                                 -----------
Conversion  Date, all outstanding shares of Series D Convertible Preferred Stock
shall  be deemed to have been converted into shares of Common Stock, which shall

<PAGE>

be deemed to be outstanding of record, and all rights with respect to the Series
D  Convertible  Preferred  Stock  so converted, including the rights, if any, to
receive  notices  and  to  vote  (other  than as a holder of Common Stock), will
terminate,  except  the  right  of  the holders thereof, upon surrender of their
certificate(s)  therefor,  to  receive  certificates for the number of shares of
Common  Stock  into  which  such  Series  D Convertible Preferred Stock has been
converted,  and  payment  of  any  declared but unpaid dividends thereon.  If so
required  by  the  Corporation, certificates surrendered for conversion shall be
endorsed  or  accompanied  by  written  instrument(s)  of  transfer,  in  form
satisfactory  to  the  Corporation, duly executed by the registered holder or by
his,  her  or  its  attorney duly authorized in writing.  As soon as practicable
after  the Mandatory Conversion Date and the surrender of the certificate(s) for
Series  D  Convertible Preferred Stock, the Corporation shall cause to be issued
and delivered to such holder, on his, her or its written order, a certificate or
certificates  for  the  number  of  full shares of Common Stock issuable on such
Conversion  in  accordance  with  the  provisions  hereof.

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

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

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

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



                            [Signature Page Follows]

<PAGE>

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


                              CYTATION CORPORATION


                              ----------------------------------------------
                              By:     Charles G. Masters
                              Its:     President and Chief Executive Officer



      [Signature Page to Series D Convertible Preferred Stock Certificate of
                                  Designations]

<PAGE>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-5.01
<SEQUENCE>5
<FILENAME>ex5-01.txt
<DESCRIPTION>REGISTRATION STATEMENT FOR SB-2
<TEXT>
EXHIBIT  5.01

June  7,  2006



Cytation  Corporation
4902  Eisenhower  Blvd.,  Suite  185
Tampa,  FL  33636

     RE:       Registration  Statement  on  Form  SB-2

Gentlemen:

     We  have  acted  as counsel to Cytation Corporation, a Delaware corporation
(the  "Company")  in connection with the preparation of a registration statement
on  Form SB-2 (the "Registration Statement") to be filed by the Company with the
United  States  Securities  and  Exchange  Commission  on  or about June 7, 2006
relating  to  the registration under the Securities Act of 1933, as amended (the
"1933 Act"), of an aggregate of 43,506,843 shares of the Company's common stock,
$.001  par  value  including:

     (a)  18,442,267  shares  of  common  stock,  in  the  aggregate,  issuable
          upon  conversion  of  (i)  745,622  shares  of  Series  A  Convertible
          Preferred  Stock, (ii) 49,451 shares of Series B Convertible Preferred
          Stock,  (iii)  26,750  shares of Series C Convertible Preferred Stock,
          and  (iv)  132,081  shares  of  Series  D  Convertible Preferred Stock
          (collectively,  the  "Preferred  Stock").

     (b)  22,163,153  shares  of  common  stock  issuable  upon  the exercise of
          9,941,641  warrant  shares  underlying  Series  A  Warrants; 4,970,827
          warrant  shares underlying Series B Warrants; 2,000,000 warrant shares
          underlying  Series  C  Warrants;  2,000,000  warrant shares underlying
          Series  D  Warrants;  880,540  warrant  shares  underlying  Series  E
          Warrants;  899,162  warrant  shares  underlying  Series BD-1 Warrants;
          899,162  warrant  shares  underlying  Series  BD-2  Warrants;  449,581
          warrant  shares underlying Series BD-3 Warrants; 61,120 warrant shares
          underlying  Series BD-4 Warrants; and 61,120 warrant shares underlying
          Series  BD-5  Warrants  (collectively,  the  "Warrants").

     (c)  776,343  common  shares  (the  "Dividend  Shares")  part  of a pool of
          common  stock  reserved for issuance by the registrant with respect to
          the prospective issuance of common stock as a dividend payable in kind
          in  satisfaction  of  dividends  that  may  accrue  during  the  next
          twenty-four  (24)  months  after  January  18,  2006 on the issued and
          outstanding  Series  A  Convertible  Preferred  Stock.

     (d)  2,087,742  common  shares  (the  "Registration  Shares")  reserved for
          issuance by the registrant with respect to the prospective issuance of
          common  stock  purchase  warrants incurred as a penalty by the Company
          for  its  failure  to  file  and  have  declared  effective  the  SB-2
          Registration  Statement  within  the  specified  time requirements set
          forth  in  the  Securities  Purchase  Agreement.

     (e)  37,338  issued  and  outstanding  common  stock  held  by  selling
          shareholders  Sequence  Advisors  Corp.  and  Allison Investment Corp.

     This opinion is being furnished in accordance with the requirements of Item
601(b)(5)  of  Regulation  S-B  under  the  1933  Act.

     In  connection with the rendering of this opinion, we have examined and are
familiar  with  originals  or  copies,  certified or otherwise identified to our
satisfaction,  of  (i)  the  Registration  Statement;  (ii)  the  Certificate of
Incorporation,  as  amended, and the Bylaws of the Company, each as currently in
effect;  (iii)  certain  resolutions  adopted  by  the Board of Directors of the
Company relating to the issuance of the common stock issued and outstanding, the
common  stock  issuable upon conversion of the preferred stock, the common stock
issuable  upon  exercise  of  the  common stock purchase warrants, the preferred
stock, the common stock purchase warrants, and the preparation and filing of the
Registration  Statement  and  certain  related  matters; (iv) certain agreements

<PAGE>

relating  to  the  issuance  of  common  stock  as a dividend payable in kind in
satisfaction of dividends that may accrue on the issued and outstanding Series A
Convertible  Preferred Stock; (v) certain agreements relating to the issuance of
common  stock  as  a  penalty  by  the  Company for its failure to file and have
declared  effective  the  SB-2  Registration Statement within the specified time
requirements  set  forth  in  the  Securities  Purchase  Agreement; (vi) certain
agreements,  certificates of public officials, certificates of other officers or
representatives  of  the  Company  or  others;  and  (vii) such other documents,
certificates,  and  records as we deemed necessary or appropriate as a basis for
the  opinions  expressed  herein.

     In  our examination, we have assumed the genuineness of all signatures, the
legal  capacity  of natural persons, the authenticity of all documents submitted
to  us  as  originals,  the  conformity  to  original documents of all documents
submitted  to  us  as  certified,  conformed  or  photostatic  copies  and  the
authenticity  of  the  originals of such copies. As to any facts material to the
opinions  expressed  herein  which  we  have  not  independently  established or
verified,  we  have  relied  upon statements and representations of officers and
other  representatives  of  the  Company  and  others.

     We  are  attorneys  licensed  to  practice  in the State of Florida and the
opinions  expressed  herein  are limited to the laws of the State of Florida and
the  federal  securities  laws  of  the  United  States.

     Based  upon  and subject to the limitations, qualifications, exceptions and
assumptions  set  forth  herein,  it  is  our  opinion  that:

     1.   We are  of  the  opinion  that  the  common  stock which is issued and
          outstanding  has  been  duly  authorized  and is validly issued, fully
          paid,  and  nonassessable;

     2.   We are  of  the  opinion  that  the  common  stock,  when  issued  and
          delivered  upon conversion of the Preferred Stock in the manner and/or
          the  terms  described  in  the Registration Statement, will be validly
          issued,  fully  paid  and  nonassessable;  and

     3.   We are  of  the  opinion  that  the  common  stock,  when  issued  and
          delivered upon exercise of the Warrants in the manner and/or the terms
          described in the Registration Statement, will be validly issued, fully
          paid  and  nonassessable.

     4.   We are  of  the  opinion  that  the  Dividend  Shares and Registration
          Shares,  when  issued  and  delivered  in  the manner and/or the terms
          described in the Registration Statement, will be validly issued, fully
          paid  and  nonassessable.


     We  hereby  consent  to  the  filing  of  this opinion as an exhibit to the
Registration  Statement.  We also consent to the reference to our name under the
caption  "Validity  of  Common  Stock  "  in the prospectus filed as part of the
Registration  Statement.

     This  opinion  is  furnished  to  you  in connection with the filing of the
Registration  Statement  and,  except  as  provided in the immediately preceding
paragraph,  is  not  to  be  used,  circulated,  quoted for any other purpose or
otherwise  referred  to  or  relied upon by any other person without the express
written  permission  of  this  firm.


                                    Very truly yours,

                                    /s/ BUSH ROSS, P.A.

<PAGE>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.06
<SEQUENCE>6
<FILENAME>ex10-06.txt
<DESCRIPTION>FORM OF SERIES C COMMON STOCK PURCHASE WARRANT
<TEXT>
Exhibit 10.06



THIS  WARRANT  OR  THE  SHARES  OF  COMMON  STOCK ISSUABLE UPON EXERCISE OF THIS
WARRANT  HAVE  NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
OR  ANY  STATE  SECURITIES LAWS.  NO SALE OR DISPOSITION MAY BE EFFECTED WITHOUT
(i)  AN  EFFECTIVE  REGISTRATION  STATEMENT  RELATED THERETO, (ii) AN OPINION OF
COUNSEL  FOR  THE  HOLDER,  REASONABLY  SATISFACTORY  TO  THE COMPANY, THAT SUCH
REGISTRATION  IS  NOT  REQUIRED, (iii) RECEIPT OF A NO-ACTION LETTER(S) FROM THE
APPROPRIATE  GOVERNMENTAL  AUTHORITY(IES),  OR (iv) OTHERWISE COMPLYING WITH THE
PROVISIONS  OF  SECTION  8  OF  THIS  WARRANT.
                ----------

                       SERIES C WARRANT TO PURCHASE SHARES
                        OF COMMON STOCK (this "WARRANT")

Warrant No.:  C-1

CYTATION  CORPORATION,  a Delaware corporation (the "COMPANY"), hereby certifies
that,  for  value  received,  TOTAL  CFO,  LLC (the "HOLDER"), or its registered
assigns,  is the registered holder of a warrant (the "WARRANT") to subscribe for
and  purchase Two Million (2,000,000) shares of the fully paid and nonassessable
Common Stock (as adjusted pursuant to Section 4 hereof, the "WARRANT SHARES") of
                                      ---------
the  Company,  at  a  price  per  share equal to seventy five cents ($0.75) (the
"WARRANT  PRICE,"  as  adjusted  pursuant  to  Section  4  hereof).
                                               ----------

     As  used  herein,  (a)  the  term  "COMMON  STOCK" shall mean the Company's
presently authorized Common Stock, par value $.001 per share, and any stock into
or  for which such Common Stock may hereafter be converted or exchanged, (b) the
term  "DATE  OF  GRANT"  shall  mean  January    , 2006, and (c) the term "OTHER
                                             ----
WARRANTS"  shall  mean  any  warrant issued upon transfer or partial exercise of
this  Warrant.  The  term  "WARRANT"  as  used herein shall be deemed to include
Other  Warrants unless the context hereof or thereof clearly requires otherwise.
The  Warrant  evidenced by this warrant certificate is issued in connection with
that  certain  Securities  Purchase  and  Share  Exchange Agreement of even date
herewith  (the  "PURCHASE  AGREEMENT").

     1.  Term. The purchase right represented by this Warrant is exercisable, in
         ----
whole or in part, at any time after the earlier of (a) the date the Registration
Statement  on  Form SB-2 (or an alternative available form if the Company is not
eligible  to  file  a  Form  SB-2)  covering the Warrants and underlying Warrant
Shares  is  declared effective; or (b) twelve (12) months from the Date of Grant
(the  "INITIAL  EXERCISE  DATE")  and  from  time to time thereafter through and
including  the  close  of  business  on the date five (5) years from the Initial
Exercise Date (the "EXPIRATION DATE"); provided, however, that in the event that
any  portion of this Warrant is unexercised as of the Expiration Date, the terms
of  Section  2(b),  below,  shall  apply.

     2.  Exercise;  Expiration;  Redemption.
         ----------------------------------

          a.  Method  of  Exercise; Payment; Issuance of New Warrant. Subject to
              ------------------------------------------------------
     Section  1  hereof,  the  purchase right represented by this Warrant may be
     ----------
     exercised  by  the holder hereof, in whole or in part and from time to time
     after the Initial Exercise Date, by the surrender of this Warrant (with the
     notice  of exercise form attached hereto as Exhibit A duly executed) at the
                                                 ---------
     principal  office  of  the  Company and by the payment to the Company of an
     amount  equal to the then applicable Warrant Price multiplied by the number

<PAGE>

     of  Warrant  Shares  then  being  purchased. The person or persons in whose
     name(s)  any  certificate(s)  representing  shares of Common Stock shall be
     issuable  upon  exercise of this Warrant shall be deemed to have become the
     holder(s) of record of, and shall be treated for all purposes as the record
     holder(s)  of,  the  shares  represented  thereby (and such shares shall be
     deemed  to  have been issued) immediately prior to the close of business on
     the date or dates upon which this Warrant is exercised. In the event of any
     exercise  of  the  rights represented by this Warrant, certificates for the
     shares  of  stock  so  purchased shall be delivered to the holder hereof as
     soon  as  possible  and  in  any  event  within thirty (30) days after such
     exercise  and,  unless this Warrant has been fully exercised, a new Warrant
     representing  the  portion  of  the Warrant Shares, if any, with respect to
     which  this Warrant shall not then have been exercised shall also be issued
     to  the  holder  hereof  as  soon  as possible and in any event within such
     thirty  (30)-day  period.

          b.  Expiration.  In  the  event  that  any  portion of this Warrant is
              ----------
     unexercised  as  of the Expiration Date, such portion of this Warrant shall
     automatically  expire,  and the Holder shall have no rights with respect to
     such  unexercised  portion  of  this  Warrant.

          c.  Maximum.  In no event shall any holder be entitled to exercise any
              -------
     Warrant  Shares  to  the  extent  that, after such exercise, the sum of the
     number  of  shares of Common Stock beneficially owned by any holder and its
     affiliates  (other  than  shares  of  Common  Stock  which  may  be  deemed
     beneficially  owned through the ownership of the unexercised portion of the
     Warrant  Shares  or  any  unexercised right held by any holder subject to a
     similar limitation), would result in beneficial ownership by any holder and
     its affiliates of more than 4.99% of the outstanding shares of Common Stock
     (after  taking into account the shares to be issued to the holder upon such
     exercise). For purposes of this Section 2(c), beneficial ownership shall be
     determined  in accordance with Section 13(d) of the Securities Exchange Act
     of  1934,  as  amended.  Nothing  herein  shall  preclude  the  holder from
     disposing  of  a  sufficient  number  of  other  shares  of  Common  Stock
     beneficially  owned  by the holder so as to thereafter permit the continued
     exercise  of  this  Warrant.

     3.  Stock Fully Paid; Reservation of Shares. All Warrant Shares that may be
         ---------------------------------------
issued  upon  the  exercise of the rights represented by this Warrant will, upon
issuance  pursuant  to  the  terms  and  conditions  herein,  be  fully paid and
nonassessable,  and  free  from  all taxes (other than any taxes determined with
respect  to,  or  based  upon,  the income of the person to whom such shares are
issued),  liens  and  charges (other than liens or charges created by actions of
the  holder  of  this Warrant or the person to whom such shares are issued), and
pre-emptive  rights  with respect to the issue thereof. During the period within
which  the rights represented by this Warrant may be exercised, the Company will
at  all  times  have  authorized, and reserved for the purpose of the issue upon
exercise  of  the purchase rights evidenced by this Warrant, a sufficient number
of  shares  of  its  Common  Stock  to  provide  for  the exercise of the rights
represented  by  this  Warrant.

     4. Adjustment of Warrant Price and Number of Shares. The number and kind of
        ------------------------------------------------
securities  purchasable  upon the exercise of this Warrant and the Warrant Price
shall  be subject to adjustment from time to time upon the occurrence of certain
events,  as  follows:

<PAGE>

          a. Adjustment for Initial Errors. The Company hereby acknowledges that
             -----------------------------
     the  number of Warrant Shares constituting the initial number of securities
     purchasable upon the exercise of the Warrants (the "EXERCISE QUANTITY") was
     based  upon  the  Company's representations as to the amount of outstanding
     Common  Stock  (on a fully diluted basis excluding shares issuable pursuant
     to  employee  and  director stock options) on the Date of Grant. If for any
     reason  it  shall  hereafter be determined that the actual amount of Common
     Stock  outstanding  as  of  the Date of Grant caused the calculation of the
     Exercise  Quantity  to  be  erroneous,  then  the  Company  or  the  holder
     (whichever  shall  discover  such  error)  shall  notify  the other of such
     determination  and  the  Company  shall  forthwith  reissue  the Warrant or
     Warrants,  as  the case may be, with an appropriate proportional adjustment
     in  said  number  to  be  effective  from  the  Date  of  Grant.

          b. Reclassification or Merger. In case of any reclassification, change
             --------------------------
     or  conversion  of  securities  of the class issuable upon exercise of this
     Warrant  (other  than  a  change  in par value, or from par value to no par
     value,  or  from no par value to par value, or as a result of a subdivision
     or  combination),  or  in  case  of  any merger of the Company with or into
     another  corporation (other than a merger with another corporation in which
     the  Company  is the acquiring and the surviving corporation and which does
     not  result  in  any  reclassification  or change of outstanding securities
     issuable  upon  exercise of this Warrant), or in case of any sale of all or
     substantially  all  of  the  assets  of  the  Company, the Company, or such
     successor or purchasing corporation, as the case may be, shall duly execute
     and  deliver  to  the  holder  of  this  Warrant a new Warrant (in form and
     substance  satisfactory  to the holder of this Warrant), so that the holder
     of  this Warrant shall have the right to receive, at a total purchase price
     not  to exceed that payable upon the exercise of the unexercised portion of
     this  Warrant,  and  in  lieu  of  the  shares  of Common Stock theretofore
     issuable  upon  exercise  of this Warrant, the kind and amount of shares of
     stock,  other  securities,  money  and  property  receivable  upon  such
     reclassification,  change  or merger by a holder of the number of shares of
     Common  Stock  then  purchasable under this Warrant. Such new Warrant shall
     provide  for  adjustments  that  shall  be  as  nearly equivalent as may be
     practicable  to  the  adjustments  provided  for  in  this  Section  4. The
                                                                 -----------
     provisions  of  this  Section  4(b)  shall  similarly  apply  to successive
                           -------------
     reclassifications,  changes,  mergers  and  transfers.

          c.  Subdivision  or  Combination  of Shares. If at any time while this
              ---------------------------------------
     Warrant  remains  outstanding  and unexpired the Company shall subdivide or
     combine  its outstanding shares of Common Stock, the Warrant Price shall be
     proportionately  decreased in the case of a subdivision or increased in the
     case  of  a combination, effective at the close of business on the date the
     subdivision  or  combination  becomes  effective.

          d.  Stock  Dividends. If at any time while this Warrant is outstanding
              ----------------
     and unexpired the Company shall pay a dividend with respect to Common Stock
     payable in Common Stock, then the Warrant Price shall be adjusted, from and
     after  the  date  of determination of stockholders entitled to receive such
     dividend  or  distribution,  to  that  price  determined by multiplying the
     Warrant  Price in effect immediately prior to such date of determination by
     a  fraction  (i) the numerator of which shall be the total number of shares
     of  Common  Stock  outstanding immediately prior to such dividend, and (ii)
     the  denominator  of  which  shall  be the total number of shares of Common
     Stock  outstanding  immediately  after  such  dividend.

          e.  Intentionally  Omitted.
              ----------------------

<PAGE>

          f.  Rights Offerings. In case the Company shall, at any time after the
              ----------------
     Date  of  Grant, issue rights, options or warrants to the holders of equity
     securities  of  the  Company,  entitling  them to subscribe for or purchase
     shares  of  Common  Stock  (or  securities convertible or exchangeable into
     Common  Stock)(excluding  Exempt  Securities,  as  defined  in Section 4(l)
     below))  at  a  price  per share of Common Stock (or having a conversion or
     exchange  price  per  share  of  Common  Stock if a security convertible or
     exchangeable  into  Common Stock) less than the Warrant Price on the record
     date  for  such  issuance  (or  the date of issuance, if there is no record
     date),  the Warrant Price to be in effect on and after such record date (or
     issuance date, as the case may be) shall be reduced, concurrently with such
     issue,  to  a  price  equal  to  the  consideration  received  per share in
     connection  with the issuance of such additional shares of Common Stock. In
     case such purchase or subscription price may be paid in part or in whole in
     a  form  other  than  cash,  the  fair value of such consideration shall be
     determined  by  the  Board of Directors of the Company in good faith as set
     forth  in  a  duly  adopted  board  resolution  certified  by the Company's
     Secretary  or  Assistant  Secretary.  Such  adjustment  shall  be  made
     successively  whenever  such an issuance occurs; and in the event that such
     rights,  options,  warrants,  or convertible or exchangeable securities are
     not  so  issued or expire or cease to be convertible or exchangeable before
     they  are exercised, converted, or exchanged (as the case may be), then the
     Warrant  Price  shall  again be adjusted to be the Warrant Price that would
     then be in effect if such issuance had not occurred; provided however, that
     the  Company  shall  adjust  the  number  of Warrant Shares issued upon any
     exercise  of  this  Warrant  after the adjustment required pursuant to this
     Section  4(f)  but prior to the date such subsequent adjustment is made, in
     order to equitably reflect the fact that such rights, options, warrants, or
     convertible  or  exchangeable  securities  were not so issued or expired or
     ceased  to  be  convertible  or  exchangeable  before  they were exercised,
     converted,  or  exchanged  (as  the  case  may  be).

          g.  Intentionally  Omitted.
              ----------------------

          h.  Other  Issuances  of  Securities.  In  case  the  Company  or  any
              --------------------------------
     subsidiary  shall,  at  any  time  after the Date of Grant, issue shares of
     Common  Stock,  or rights, options, warrants or convertible or exchangeable
     securities  containing  the  right  to  subscribe for or purchase shares of
     Common  Stock  (excluding  (i)  shares,  rights,  options,  warrants,  or
     convertible  or  exchangeable  securities issued in any of the transactions
     described  in  Sections 4(b), 4(c), 4(d), or 4(f) above; (ii) shares issued
                    ------------   ----  ----     ----
     upon the exercise of such rights, options or warrants or upon conversion or
     exchange of such convertible or exchangeable securities, (iii) this Warrant
     and any shares issued upon exercise thereof; and (iv) Exempt Securities (as
     such term is defined in Section 4(l) below), at a price per share of Common
                             -----------
     Stock  (determined  in  the  case  of  such  rights,  options, warrants, or
     convertible  or  exchangeable  securities  by dividing (x) the total amount
     receivable by the Company in consideration of the sale and issuance of such
     rights,  options, warrants, or convertible or exchangeable securities, plus
     the  total  minimum  consideration  payable  to  the Company upon exercise,
     conversion,  or  exchange thereof by (y) the total maximum number of shares
     of  Common  Stock covered by such rights, options, warrants, or convertible
     or  exchangeable securities) lower than the Warrant Price, then the Warrant
     Price  shall  be reduced, concurrently with such issue, to a price equal to
     the  consideration  received  per  share in connection with the issuance of
     such  additional  shares  of  Common  Stock.  For  the  purposes  of  such

<PAGE>

     adjustment,  the  maximum number of shares of Common Stock which the holder
     of  any  such  rights,  options,  warrants  or  convertible or exchangeable
     securities  shall  be entitled to subscribe for or purchase shall be deemed
     to  be  issued and outstanding as of the date of such sale and issuance and
     the  consideration  received  by the Company therefor shall be deemed to be
     the  consideration  received  by  the  Company  for  such  rights, options,
     warrants,  or  convertible  or  exchangeable  securities,  plus the minimum
     consideration  or  premium  stated  in  such  rights, options, warrants, or
     convertible  or exchangeable securities to be paid for the shares of Common
     Stock  covered  thereby. In case the Company shall sell and issue shares of
     Common  Stock, or rights, options, warrants, or convertible or exchangeable
     securities  containing  the  right  to  subscribe for or purchase shares of
     Common  Stock  for  a  consideration  consisting,  in  whole or in part, of
     property  other than cash or its equivalent, then, in determining the price
     per share of Common Stock and the consideration received by the Company for
     purposes of the first sentence of this Section 4(h), the Board of Directors
     of  the  Company  shall  determine,  in  good faith, the fair value of said
     property, and such determination shall be described in a duly adopted board
     resolution  certified by the Company's Secretary or Assistant Secretary. In
     case  the  Company  shall  sell  and  issue  rights,  options, warrants, or
     convertible  or  exchangeable  securities containing the right to subscribe
     for  or purchase shares of Common Stock together with one (1) or more other
     securities  as  a  part of a unit at a price per unit, then, in determining
     the  price  per share of Common Stock and the consideration received by the
     Company  for purposes of the first sentence of this Section 4(h), the Board
     of  Directors  of  the  Company  shall  determine,  in  good  faith,  which
     determination  shall  be  described  in  a  duly  adopted  board resolution
     certified by the Company's Secretary or Assistant Secretary, the fair value
     of the rights, options, warrants, or convertible or exchangeable securities
     then  being  sold  as  part  of  such  unit.  Such adjustment shall be made
     successively  whenever  such an issuance occurs, and in the event that such
     rights, options, warrants, or convertible or exchangeable securities expire
     or  cease  to  be  convertible  or  exchangeable before they are exercised,
     converted,  or exchanged (as the case may be), then the Warrant Price shall
     again be adjusted to the Warrant Price that would then be in effect if such
     sale  and  issuance  had not occurred, but such subsequent adjustment shall
     not  affect  the  number  of Warrant Shares issued upon any exercise of the
     Warrant  prior  to  the  date  such  subsequent  adjustment  is  made.

          i. Adjustment of Number of Shares. Upon each adjustment in the Warrant
             ------------------------------
     Price,  the  number  of  Warrant  Shares  purchasable  hereunder  shall  be
     adjusted,  to  the  nearest  whole  share,  to  the  product  obtained  by
     multiplying  the  number of Warrant Shares purchasable immediately prior to
     such  adjustment in the Warrant Price by a fraction, the numerator of which
     shall  be  the  Warrant  Price immediately prior to such adjustment and the
     denominator  of  which  shall  be the Warrant Price immediately thereafter.

          j. Determination of Fair Market Value. For purposes of this Section 4,
             ----------------------------------                       ---------
     "FAIR MARKET VALUE" of a share of Common Stock as of a particular date (the
     "DETERMINATION  DATE")  shall mean (i) if shares of Common Stock are traded
     on  a national securities exchange (an "EXCHANGE"), the weighted average of
     the closing sale price of a share of the Common Stock of the Company on the
     last five (5) trading days prior to the Determination Date reported on such
     Exchange  as  reported in The Wall Street Journal (weighted with respect to
     the trading volume with respect to each such day); (ii) if shares of Common
     Stock  are  not  traded  on  an  Exchange but trade in the over-the-counter
     market and such shares are quoted on the National Association of Securities
     Dealers Automated Quotations System ("NASDAQ"), the weighted average of the
     closing  sale  price  of  a share of the Common Stock of the Company on the

<PAGE>

     last  five  (5)  trading  days  prior to the Determination Date reported on
     NASDAQ as reported in The Wall Street Journal (weighted with respect to the
     trading  volume with respect to each such day); (iii) if such shares are an
     issue for which last sale prices are not reported on NASDAQ, the average of
     the  closing sale price, in each case on the last five (5) trading days (or
     if  the  relevant price or quotation did not exist on any of such days, the
     relevant  price  or  quotation  on the next preceding business day on which
     there  was  such  a  price or quotation) prior to the Determination Date as
     reported by the Over the Counter Bulletin Board (the "OTCBB"), the National
     Quotation  Bureau,  Incorporated, or any other successor organization; (iv)
     if  no  closing  sales price is reported for the Common Stock by the OTCBB,
     National Quotation Bureau, Incorporated or any other successor organization
     for such day, the average of the high and low bid and asked price of any of
     the  market  makers for the Common Stock as reported on the OTCBB or in the
     "pink sheets" by the Pink Sheets, LLC on the last five (5) trading days; or
     (v)  if  no  price  can  be determined on the basis of the above methods of
     valuation, then the judgment of valuation shall be determined in good faith
     by  the  Board  of  Directors  of the Company, which determination shall be
     described  in  a  duly  adopted board resolution certified by the Company's
     Secretary  or Assistant Secretary. If the Board of Directors of the Company
     is  unable to determine any Valuation (as defined below), or if the holders
     of  at least fifty percent (50%) of all of the Warrant Shares then issuable
     hereunder  (collectively, the "REQUESTING HOLDERS") disagree with the Board
     of Directors' determination of any Valuation by written notice delivered to
     the  Company  within five (5) business days after the determination thereof
     by  the Board of Directors of the Company is communicated to holders of the
     Warrants affected thereby, which notice specifies a majority-in-interest of
     the  Requesting  Holders' determination of such Valuation, then the Company
     and  a  majority-in-interest  of  the  Requesting  Holders  shall  select a
     mutually  acceptable  investment  banking firm of national reputation which
     has  not had a material relationship with the Company or any officer of the
     Company  within  the  preceding  two  (2) years, which shall determine such
     Valuation.  Such  investment banking firm's determination of such Valuation
     shall  be  final,  binding and conclusive on the Company and the holders of
     all  of  the  Warrants  issued  hereunder and then outstanding. Any and all
     costs  and  fees  of such investment banking firm shall be borne equally by
     the Company and the Requesting Holders, however, if the Valuation is within
     ninety  percent  (90%)  of  either  party's valuation, then the other party
     shall  pay  all  of the costs and fees of such investment banking firm. For
     purposes  of  this  Section  4(j),  the  term  "VALUATION"  shall  mean the
                         -------------
     determination,  to  be  made  initially  by  the  Board of Directors of the
     Company,  of  the  fair  market value per share of Common Stock pursuant to
     clause  (v)  above.

          k.  Subsequent  Changes.  If,  at any time after any adjustment of the
              -------------------
     Warrant Price shall have been made hereunder as the result of any issuance,
     sale  or  grant  of  any  rights,  options,  warrants  or  convertible  or
     exchangeable  securities,  any  of  such rights, options or warrants or the
     rights  of  conversion  or  exchange  associated  with  such convertible or
     exchangeable  securities shall expire by their terms or any of such rights,
     options,  warrants  or  convertible  or  exchangeable  securities  shall be
     repurchased  by  the  Company  or  a  subsidiary  for  a  consideration per
     underlying  share  of  Common  Stock  not  exceeding  the  amount  of  such
     consideration received by the Company in connection with the issuance, sale
     or  grant  of such rights, options, warrants or convertible or exchangeable
     securities,  the  Warrant Price then in effect shall forthwith be increased
     to the Warrant Price that would have been in effect if such expiring right,
     option  or  warrant or rights of conversion or exchange or such repurchased
     rights,  options,  warrants  or  convertible or exchangeable securities had
     never  been  issued. Similarly, if at any time after any such adjustment of
     the  Warrant  Price shall have been made pursuant to Section 4(h) above (i)
                                                          -----------
<PAGE>

     any additional aggregate consideration is received or becomes receivable by
     the  Company  in  connection  with the issuance or exercise of such rights,
     options,  warrants or convertible or exchangeable securities; or (ii) there
     is  a  reduction  in  the  conversion  or exchange ratio applicable to such
     convertible or exchangeable securities so that fewer shares of Common Stock
     will  be  issuable  upon  the  conversion or exchange thereof or there is a
     decrease  in the number of shares of Common Stock issuable upon exercise of
     such  rights,  options or warrants (except where such reduction or decrease
     results  from a combination of shares described in Section 4(c) above), the
                                                        -----------
     Warrant  Price  then in effect shall be forthwith readjusted to the Warrant
     Price  that  would  have been in effect had such changes taken place at the
     time  that  such  rights,  options, warrants or convertible or exchangeable
     securities  were  initially  issued, granted or sold. In no event shall any
     readjustment  under  this  Section  4(k) affect the validity of any Warrant
                                ------------
     Shares issued upon any exercise of this Warrant prior to such readjustment.

     l.  Excluded  Transactions. Notwithstanding the foregoing, Sections 4(f) or
         ----------------------                                 -------------
4(h)  above  shall  not  apply  to:  (i) the Company's offering of up to 750,000
- ----
shares  of  Series A Convertible Preferred Stock, with related Series A Warrants
and Series B Warrants, and up to 76,201 shares of Series B Convertible Preferred
Stock  and  Series  C Convertible Preferred Stock, in the aggregate, pursuant to
the  Securities Purchase and Share Exchange Agreement of even date herewith (the
"OFFERING"); (ii) shares of Common Stock issued or deemed issued to employees or
directors  of,  or  consultants  to,  the Company or any of its subsidiaries for
services  rendered pursuant to a plan, agreement, or arrangement approved by the
Board  of  Directors  of the Company (including 5,000 shares of Common Stock per
month  issued  or  issuable to a third party in connection with the provision of
guarantees  for  certain  obligations  of  the  Company);  (iii) the issuance of
securities  pursuant to the conversion or exercise of convertible or exercisable
securities outstanding on the date hereof; (iv) shares of Common Stock issued in
connection  with any stock split or stock dividend; (v) the issuance of Series A
Convertible  Preferred  Stock,  Series  B  Convertible Preferred Stock, Series C
Convertible  Preferred  Stock,  Series  A  Warrants, Series B Warrants, Series C
Warrants  or Series D Warrant in connection with the Offering; (vi) the issuance
of  shares  of  Common  Stock upon conversion or exercise, as applicable, of the
Series  A  Convertible  Preferred  Stock,  Series B Convertible Preferred Stock,
Series  C  Convertible  Preferred  Stock,  Series A Warrants, Series B Warrants,
Series  C  Warrants or Series D Warrant in connection with the Offering, in each
case,  provided  the  issuance  is  pursuant  to  the  terms  of  such option or
convertible  security;  (vii) warrants issued to Midtown Partners & Co., LLC, as
placement  agent  in connection with Offering, and shares of Common Stock issued
in connection with the exercise thereof; (viii) shares of Common Stock issued or
issuable in connection with a bona fide joint venture or business acquisition of
or  by  the  Company,  whether by merger, consolidation, sale of assets, sale or
exchange  of stock, or otherwise; provided that any such issuance is approved by
the Board of Directors, and, at the time of such issuance, the aggregate of that
issuance  and  similar  issuances in the then preceding twelve (12) month period
shall  not  exceed ten percent (10%) of the then-outstanding Common Stock of the
Company  (assuming  full  conversion  and  exercise  of  all  convertible  and
exercisable  securities); (ix) the Reverse Merger (as defined in the Certificate
of  Designations  of the Series A Convertible Preferred Stock); and (x) Series A
Warrants  issued  pursuant to Section 2 of the Investor Rights Agreement of even
date  herewith  (the  "INVESTOR  RIGHTS  AGREEMENT")(collectively,  the  "EXEMPT
SECURITIES").

     5.  Notice  of  Adjustments.  Whenever  the  Warrant Price or the number of
         -----------------------
Warrant  Shares  purchasable  hereunder  shall be adjusted pursuant to Section 4
hereof,  the  Company  shall deliver to the holder of this Warrant a certificate
signed  by  its chief financial officer setting forth, in reasonable detail, the
event  requiring  the  adjustment,  the  amount of the adjustment, the method by
which  such  adjustment  was calculated, and the Warrant Price and the number of
Warrant  Shares  purchasable  hereunder  after giving effect to such adjustment.

     6.  Intentionally  omitted.
         ----------------------

     7.  Fractional  Shares. No fractional shares of Common Stock will be issued
         ------------------
in connection with any exercise hereunder, but in lieu of such fractional shares
the  Company  shall  make a cash payment therefor based on the fair market value
(as determined in accordance with Section 4(j) above) of a share of Common Stock
                                  ------------
on  the date of exercise, or round up to the next whole number of shares, at the
Company's  option.

<PAGE>

     8.  Compliance  with  Securities  Act  and  Investor  Rights  Agreement;
         --------------------------------------------------------------------
         Disposition  of  Warrant  or  Warrant  Shares.
         ---------------------------------------------

          a. Compliance with Securities Act of 1933. The holder of this Warrant,
             --------------------------------------
     by  acceptance  hereof,  agrees  that this Warrant and the shares of Common
     Stock  to  be issued upon exercise hereof are being acquired for investment
     and  that  such  holder  will  not offer, sell or otherwise dispose of this
     Warrant,  or  any  shares of Common Stock to be issued upon exercise hereof
     except  under  circumstances  which  will  not result in a violation of the
     Securities Act of 1933, as amended (the "SECURITIES ACT"). Upon exercise of
     this  Warrant, the holder hereof shall confirm in writing, by executing the
     form  attached as Schedule 1 to Exhibit A hereto, that the shares of Common
                                     ----------
     Stock  so  purchased  are being acquired for investment and not with a view
     toward  distribution or resale. This Warrant and all shares of Common Stock
     issued  upon  exercise  of  this  Warrant  (unless  registered  under  the
     Securities  Act)  shall  be  stamped  or  imprinted  with  a  legend  in
     substantially  the  following  form:

         "THE  SECURITIES  EVIDENCED  HEREBY  HAVE  NOT  BEEN  REGISTERED
          UNDER  THE  SECURITIES  ACT  OF  1933,  AS  AMENDED, OR ANY STATE
          SECURITIES  LAWS.  NO SALE OR DISPOSITION MAY BE EFFECTED WITHOUT
          (i)  AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO, (ii) AN
          OPINION OF COUNSEL FOR THE HOLDER, REASONABLY SATISFACTORY TO THE
          COMPANY, THAT SUCH REGISTRATION IS NOT REQUIRED, (iii) RECEIPT OF
          A  NO-ACTION  LETTER(S)  FROM  THE  APPROPRIATE  GOVERNMENTAL
          AUTHORITY(IES),  OR  (iv) OTHERWISE COMPLYING WITH THE PROVISIONS
          OF  SECTION  8  OF  THE WARRANT UNDER WHICH THESE SECURITIES WERE
              ----------
          ISSUED  DIRECTLY  OR  INDIRECTLY."

In  addition,  in  connection  with  the  issuance  of  this Warrant, the holder
specifically represents to the Company by acceptance of this Warrant as follows:

               (1)  The  holder  is  aware of the Company's business affairs and
          financial  condition,  and  has acquired information about the Company

<PAGE>

          sufficient  to reach an informed and knowledgeable decision to acquire
          this Warrant. The holder is acquiring this Warrant for its own account
          for investment purposes only and not with a view to, or for the resale
          in  connection  with,  any  "distribution" thereof for purposes of the
          Securities  Act.

               (2)  The  holder  understands  that  this Warrant and the Warrant
          Shares  have  not been registered under the Securities Act in reliance
          upon  a  specific  exemption  therefrom, which exemption depends upon,
          among  other  things,  the bona fide nature of the holder's investment
          intent as expressed herein. In this connection, the holder understands
          that,  in  the  view  of  the  Securities and Exchange Commission (the
          "SEC"),  the  statutory basis for such exemption may be unavailable if
          the  holder's  representation  was  predicated  solely  upon a present
          intention  to  hold the Warrant and the Warrant Shares for the minimum
          capital  gains  period  specified  under  applicable  tax  laws, for a
          deferred  sale,  for  or  until  an increase or decrease in the market
          price  of  the  Warrant and the Warrant Shares, or for a period of one
          (1)  year  or  any  other  fixed  period  in  the  future.

               (3)  The  holder  further  understands  that this Warrant and the
          Warrant  Shares  must  be  held  indefinitely  unless  subsequently
          registered  under  the  Securities  Act  and  any  applicable  state
          securities  laws, or unless exemptions from registration are otherwise
          available.

               (4)  The  holder is aware of the provisions of Rule 144 and 144A,
          promulgated  under  the  Securities  Act,  which, in substance, permit
          limited public resale of "restricted securities" acquired, directly or
          indirectly,  from  the  issuer  thereof  (or from an affiliate of such
          issuer),  in  a  non-public  offering  subject  to the satisfaction of
          certain  conditions, if applicable, including, among other things: the
          availability  of  certain  public  information  about the Company, the
          resale  occurring  not  less  than  one  (1)  year after the party has
          purchased  and paid for the securities to be sold; the sale being made
          through  a  broker  in  an  unsolicited  "broker's  transaction" or in
          transactions  directly  with  a  market maker (as said term is defined
          under  the Securities Exchange Act of 1934, as amended) and the amount
          of  securities  being  sold  during  any  three  (3)  month period not
          exceeding  the  specified  limitations  stated  therein.

               (5)  The holder further understands that at the time it wishes to
          sell this Warrant and the Warrant Shares there may be no public market
          upon which to make such a sale, and that, even if such a public market
          then  exists,  the  Company  may  not be satisfying the current public
          information  requirements  of  Rule  144  and  144A, and that, in such
          event,  the  holder may be precluded from selling this Warrant and the
          Warrant  Shares  under  Rule  144  and  144A  even if the one (1) year
          minimum  holding  period  has  been  satisfied.

               (6) The holder further understands that, in the event that all of
          the  requirements of Rule 144 and 144A are not satisfied, registration
          under  the Securities Act, compliance with Regulation A, or some other
          registration exemption will be required; and that, notwithstanding the
          fact  that  Rule  144 and 144A are not exclusive, the Staff of the SEC
          has  expressed  its  opinion  that  persons  proposing to sell private
          placement securities other than in a registered offering and otherwise
          than  pursuant  to Rule 144 and 144A will have a substantial burden of
          proof in establishing that an exemption from registration is available
          for  such  offers or sales, and that such persons and their respective
          brokers  who participate in such transactions do so at their own risk.

          b.  Compliance  with  Investor  Rights  Agreement.  The holder of this
              ---------------------------------------------
     Warrant,  by acceptance hereof, understands and agrees that this Warrant is
     subject  to,  and  the transfer of the Warrant Shares may be prohibited by,
     the  certain Investor Rights Agreement, and holder specifically understands
     and  agrees  as  follows:

          THIS  WARRANT,  AND  THE  SALE,  PLEDGE,  HYPOTHECATION,  OR
          TRANSFER  OF THE SECURITIES EVIDENCED HEREBY, ARE SUBJECT TO, AND
          IN  CERTAIN CASES PROHIBITED BY, THE TERMS AND CONDITIONS OF THAT
          CERTAIN  INVESTOR RIGHTS AGREEMENT, OF EVEN DATE HEREWITH, BY AND
          AMONG  THE  HOLDER,  THE COMPANY, AND CERTAIN HOLDERS OF STOCK OF
          THE  COMPANY,  AND,  BY ACCEPTING ANY INTEREST HEREIN, THE PERSON
          ACCEPTING  SUCH INTEREST SHALL BE DEEMED TO AGREE TO AND SHALL BE
          BOUND  BY  ALL OF THE PROVISIONS OF SUCH AGREEMENT. COPIES OF THE
          INVESTOR RIGHTS AGREEMENT MAY BE OBTAINED UPON WRITTEN REQUEST TO
          THE  COMPANY'S  SECRETARY.

<PAGE>

          c.  Exchange.  This  Warrant  may be exchanged, without payment of any
              --------
     service  charge, for one (1) or more new Warrants of like tenor exercisable
     for  the  same aggregate number of shares of Common Stock upon surrender to
     the  Company  by  the  registered  holder  hereof  in  person  or  by legal
     representative or by attorney duly authorized in writing and, upon issuance
     of  the new Warrant or Warrants, the surrendered Warrant shall be cancelled
     and  disposed  of  by  the  Company.

          d.  Disposition  of  Warrant  or  Warrant  Shares. With respect to any
              ---------------------------------------------
     offer,  sale  or  other  disposition of this Warrant, or any Warrant Shares
     acquired  pursuant to the exercise of this Warrant prior to registration of
     such  Warrant  or  Warrant  Shares,  the  holder hereof and each subsequent
     holder  of  this Warrant agrees to give written notice to the Company prior
     thereto,  describing  briefly  the  manner thereof, together with a written
     opinion  of  such holder's counsel, if reasonably requested by the Company,
     to  the  effect  that such offer, sale or other disposition may be effected
     without  registration or qualification (under the Securities Act as then in
     effect  or any federal or state law then in effect) of this Warrant or such
     Warrant  Shares  and  indicating  whether  or  not under the Securities Act
     certificates  for  this  Warrant  or  such  Warrant  Shares  to  be sold or
     otherwise  disposed  of  require  any  restrictive  legend as to applicable
     restrictions  on  transferability  in  order  to  ensure  compliance  with
     applicable laws. Promptly upon receiving such written notice and reasonably
     satisfactory  opinion,  if  so  requested,  the  Company,  as  promptly  as
     practicable,  shall  notify  such  holder  that  such  holder  may  sell or
     otherwise dispose of this Warrant or such Warrant Shares, all in accordance
     with  the  terms of the notice delivered to the Company. If a determination
     has been made pursuant to this Section 8(d) that the opinion of counsel for
                                    ------------
     the holder is not reasonably satisfactory to the Company, the Company shall
     so  notify  the  holder promptly after such determination has been made and
     neither  this  Warrant  nor  any  Warrant Shares shall be sold or otherwise
     disposed  of  until  such  disagreement  has  been  resolved. The foregoing
     notwithstanding,  this  Warrant  or  such Warrant Shares may (i) as to such
     federal  laws, be offered, sold or otherwise disposed of in accordance with
     Rule 144 and 144A under the Securities Act, provided that the Company shall
     have  been  furnished  with  such information as the Company may reasonably
     request  to  provide a reasonable assurance that the provisions of Rule 144
     and  144A  have  been  satisfied  and (ii) be offered, sold, distributed or
     otherwise  transferred  to  Affiliates of the Holder without regard to this

<PAGE>

     Section  8(d),  but  only  if  the  Company  is in receipt of an opinion of
     ------------
     counsel  as  to the permissibility of such transfer under federal and state
     securities  laws and an investor representation letter from the transferee,
     in  form  and  substance  reasonably  satisfactory  to  the  Company.  Each
     certificate  representing  this  Warrant  or  the  Warrant  Shares  thus
     transferred (except a transfer pursuant to Rule 144) shall bear a legend as
     to  the  applicable  restrictions  on  transferability  in  order to ensure
     compliance  with such laws, unless, in the aforesaid opinion of counsel for
     the  holder, such legend is not required in order to ensure compliance with
     such laws. The Company may issue stop transfer instructions to its transfer
     agent  or,  if  acting  as  its  own  transfer  agent, the Company may stop
     transfer  on  its corporate books, in connection with such restrictions. As
     used  herein,  "AFFILIATE  OF  THE  HOLDER"  shall  mean  (x)  any  owner,
     shareholder, partner or member of the Holder, and (y) any other Person that
     directly  or indirectly, through one or more intermediaries, controls or is
     controlled  by  or  is  under  common  control  with  the  Holder.

     9. Rights as Stockholders; Information. No holder of this Warrant, as such,
        -----------------------------------
shall  be  entitled to vote or be deemed the holder of Common Stock or any other
securities  of  the  Company  which  may at any time be issuable on the exercise
hereof  for  any  purpose,  nor  shall anything contained herein be construed to
confer  upon  the  holder  of  this  Warrant,  as  such,  any of the rights of a
stockholder  of  the  Company  or  any  right  to  vote  for the election of the
directors  or  upon any matter submitted to stockholders at any meeting thereof,
or  to  receive notice of meetings, until this Warrant shall have been exercised
and  the  Warrant  Shares purchasable upon the exercise hereof shall have become
deliverable, as provided herein. The foregoing notwithstanding, the Company will
transmit  to  the holder of this Warrant such information, documents and reports
as  are  generally  distributed  to  the  holders  of any class or series of the
securities  of  the  Company  concurrently  with the distribution thereof to the
stockholders.

     10. Intentionally  Omitted.
         ----------------------

     11. Additional  Rights.
         ------------------

          a.  Mergers.  In  the  event  that the Company undertakes to (i) sell,
              -------
     lease, exchange, convey or otherwise dispose of all or substantially all of
     its  property or business; or (ii) merge into or consolidate with any other
     corporation  (other  than  a  wholly-owned  subsidiary),  or  effect  any
     transaction  (including  a  merger  or  other  reorganization) or series of
     related  transactions, in which more than fifty percent (50%) of the voting
     power  of the Company is disposed of, the Company will use its best efforts
     to  provide at least thirty (30) days notice to the holder of the terms and
     conditions  of  the  proposed transaction. The Company shall cooperate with
     the  holder in consummating the sale of this Warrant in connection with any
     such  transaction.

     12. Intentionally  Omitted.
         ----------------------

     13.  Modification  and Waiver. This Warrant and any provision hereof may be
          ------------------------
changed,  waived,  discharged  or  terminated  only  by an instrument in writing
signed  by  the  party  against  which  enforcement  of  the  same  is  sought.

<PAGE>

     14.  Notices.  Unless  otherwise  specifically  provided  herein,  all
          -------
communications  under  this  Warrant  shall be in writing and shall be deemed to
have  been  duly  given  (i)  on the date of service if served personally on the
party  to whom notice is to be given; (ii) on the day of transmission if sent by
facsimile  transmission  to  the  number  shown on the books of the Company, and
telephonic  confirmation  of  receipt  is  obtained promptly after completion of
transmission;  (iii)  on  the  day  after delivery to Federal Express or similar
overnight  courier;  or  (iv)  on  the fifth day after mailing, if mailed to the
party  to  whom  notice  is  to  be  given,  by  first class mail, registered or
certified, postage prepaid, and properly addressed, return receipt requested, to
each  such  holder at its address as shown on the books of the Company or to the
Company at the address indicated therefor on the signature page of this Warrant.
Any  party  hereto  may  change  its  address for purposes of this Section 14 by
                                                                   ----------
giving the other party written notice of the new address in the manner set forth
herein.

     15.  Binding  Effect  on Successors. This Warrant shall be binding upon any
          ------------------------------
corporation  succeeding  the  Company by merger, consolidation or acquisition of
all  or substantially all of the Company's assets, and all of the obligations of
the  Company  relating  to  the  Common  Stock  issuable  upon  the  exercise or
conversion  of  this  Warrant  shall  survive  the  exercise,  conversion  and
termination  of  this  Warrant  and  all  of the covenants and agreements of the
Company  shall  inure to the benefit of the successors and assigns of the holder
hereof.  The  Company  will,  at  the time of the exercise or conversion of this
Warrant,  in  whole  or  in  part,  upon request of the holder hereof but at the
Company's  expense,  acknowledge  in  writing  its  continuing obligation to the
holder hereof in respect of any rights to which the holder hereof shall continue
to  be  entitled  after  such  exercise  or  conversion  in accordance with this
Warrant;  provided,  however,  that the failure of the holder hereof to make any
          --------   -------
such  request  shall  not affect the continuing obligation of the Company to the
holder  hereof  in  respect  of  such  rights.

     16.  Lost  Warrants  or  Stock  Certificates.  The Company covenants to the
          ---------------------------------------
holder  hereof  that,  upon  receipt  of evidence reasonably satisfactory to the
Company  of  the  loss,  theft, destruction or mutilation of this Warrant or any
stock  certificate  and,  in  the  case  of any loss, theft or destruction, upon
receipt of an executed lost securities bond or indemnity reasonably satisfactory
to  the  Company,  or  in  the  case  of  any such mutilation upon surrender and
cancellation  of  such  Warrant  or stock certificate, the Company will make and
deliver  a new Warrant or stock certificate, of like tenor, in lieu of the lost,
stolen,  destroyed  or  mutilated  Warrant  or  stock  certificate.

     17.  Descriptive  Headings.  The  descriptive  headings  of  the  several
          ---------------------
paragraphs  of  this  Warrant  are  inserted  for  convenience  only  and do not
constitute  a  part  of  this  Warrant.

     18.  Governing  Law.  This  Warrant  shall  be  construed  and  enforced in
          --------------
accordance with, and the rights of the parties shall be governed by, the laws of
the  State  of  Florida.

     19.  Intentionally  Omitted.
          ----------------------

     20.  Remedies.  In case any one (1) or more of the covenants and agreements
          --------
contained  in  this Warrant shall have been breached, the holders hereof (in the
case  of  a breach by the Company), or the Company (in the case of a breach by a
holder),  may  proceed to protect and enforce their or its rights either by suit

<PAGE>

in  equity and/or by action at law, including, but not limited to, an action for
damages as a result of any such breach and/or an action for specific performance
of  any  such  covenant  or  agreement  contained  in  this  Warrant.

     21.  Acceptance.  Receipt  of  this  Warrant  by  the  holder  hereof shall
          ----------
constitute  acceptance  of  and agreement to the foregoing terms and conditions.

     22.  No  Impairment  of  Rights.  The Company will not, by amendment of its
          --------------------------
Certificate  of Incorporation or through any other means, avoid or seek to avoid
the  observance  or performance of any of the terms of this Warrant, but will at
all  times in good faith assist in the carrying out of all such terms and in the
taking of all such action as may be necessary or appropriate in order to protect
the  rights  of  the  holder  of  this  Warrant  against  impairment.

IN  WITNESS  WHEREOF,  the Company has caused this Warrant to be executed on its
behalf  by  one  of  its  officers  thereunto  duly  authorized.


                              CYTATION  CORPORATION


                              ------------------------------------------------
                              Charles  G.  Masters,  Chief  Executive  Officer


Dated:  January    ,  2006.
               ----


                          NOTICE TO FLORIDA RESIDENTS:
          -----------------------------------------------------------
     WHERE  SALES ARE MADE TO FIVE OR MORE PERSONS IN FLORIDA (EXCLUDING CERTAIN
INSTITUTIONAL  PURCHASERS  DESCRIBED  IN  SECTION  517.061(7)  OF  THE  FLORIDA
SECURITIES AND INVESTOR PROTECTION ACT) (THE "ACT"), ANY SUCH SALE MADE PURSUANT
TO  SECTION  517.061(11)  OF  THE  ACT SHALL BE VOIDABLE BY THE PURCHASER EITHER
WITHIN  THREE  DAYS  AFTER  THE  FIRST  TENDER  OF CONSIDERATION IS MADE BY SUCH
PURCHASER TO THE ISSUER, OR AN AGENT OF THE ISSUER, OR AN ESCROW AGENT OR WITHIN
THREE  DAYS  AFTER  THE  AVAILABILITY  OF THAT PRIVILEGE IS COMMUNICATED TO SUCH
PURCHASER,  WHICHEVER  OCCURS  LATER.

<PAGE>

                                    EXHIBIT A
                               NOTICE OF EXERCISE



To:

1.     The  undersigned hereby elects to purchase      shares of Common Stock of
                                                 ------
            pursuant  to the terms of the attached Warrant, and tenders herewith
- ------------
payment  of  the  purchase  price  of  such  shares  in  full.

2.     Please  issue  a  certificate or certificates representing said shares in
the  name  of  the  undersigned  or in such other name or names as are specified
below:


                        -------------------------------
                                   (Name)


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

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

3.     The  undersigned  represents that the aforesaid shares are being acquired
for the account of the undersigned for investment and not with a view to, or for
resale in connection with, the distribution thereof and that the undersigned has
no  present  intention  of  distributing  or  reselling such shares.  In support
thereof,  the  undersigned  has  executed an Investment Representation Statement
attached  hereto  as  Schedule  1.


                                       -------------------------------
                                       (Signature)



- -------------------------
      (Date)

<PAGE>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.07
<SEQUENCE>7
<FILENAME>ex10-07.txt
<DESCRIPTION>FORM OF SERIES D COMMON STOCK PURCHASE WARRANT
<TEXT>
Exhibit 10.07



THIS  WARRANT  OR  THE  SHARES  OF  COMMON  STOCK ISSUABLE UPON EXERCISE OF THIS
WARRANT  HAVE  NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
OR  ANY  APPLICABLE  FOREIGN OR STATE SECURITIES LAWS.  THE SECURITIES ARE BEING
OFFERED  PURSUANT  TO EXEMPTIONS PROVIDED BY SECTION 4(2) OF THE SECURITIES ACT,
REGULATION  S  THEREUNDER,  CERTAIN  STATE SECURITIES LAWS AND CERTAIN RULES AND
REGULATIONS  PROMULGATED  PURSUANT  THERETO.  THE  SECURITIES  ARE  SUBJECT  TO
RESTRICTIONS  ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD
IN  THE  UNITED STATES OR TO U.S. PERSONS (AS DEFINED IN REGULATION S) UNLESS IN
COMPLIANCE  WITH  REGULATION  S  UNDER  THE  SECURITIES  ACT  AND PURSUANT TO AN
EFFECTIVE  REGISTRATION  STATEMENT  UNDER  THE SECURITIES ACT AND ANY APPLICABLE
FOREIGN  OR  STATE  SECURITIES  LAWS OR AN OPINION OF COUNSEL, ACCEPTABLE TO THE
COMPANY, THAT SUCH REGISTRATION IS NOT REQUIRED.  HEDGING TRANSACTIONS INVOLVING
THE  SECURITIES  MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH REGULATION S AND
THE  SECURITIES  ACT.

IT  IS  THE  RESPONSIBILITY OF THE INVESTOR PURCHASING THE SECURITIES TO SATISFY
ITSELF  AS  TO FULL OBSERVANCE OF THE LAWS OF ANY RELEVANT TERRITORY OUTSIDE THE
UNITED  STATES  IN  CONNECTION  WITH  ANY SUCH PURCHASE, INCLUDING OBTAINING ANY
REQUIRED  GOVERNMENTAL  OR  OTHER  CONSENTS  OR  OBSERVING  ANY OTHER APPLICABLE
REQUIREMENTS.

                       SERIES D WARRANT TO PURCHASE SHARES
                        OF COMMON STOCK (this "WARRANT")

Warrant No.:  D- 1

CYTATION  CORPORATION,  a Delaware corporation (the "COMPANY"), hereby certifies
that,  for  value  received,  VICIS  CAPITAL  MASTER FUND (the "HOLDER"), or its
registered  assigns,  is  the  registered holder of a warrant (the "WARRANT") to
subscribe  for and purchase TWO MILLION (2,000,000) shares of the fully paid and
nonassessable  Common  Stock  (as  adjusted  pursuant  to  Section 4 hereof, the
                                                           ---------
"WARRANT  SHARES")  of  the  Company, at a price per share equal to seventy five
cents  ($0.75)  (the "WARRANT PRICE," as adjusted pursuant to Section 4 hereof).

     As  used  herein,  (a)  the  term  "COMMON  STOCK" shall mean the Company's
presently authorized Common Stock, par value $.001 per share, and any stock into
or  for which such Common Stock may hereafter be converted or exchanged, (b) the
term  "DATE  OF  GRANT"  shall  mean  January  __, 2006, and (c) the term "OTHER
WARRANTS"  shall  mean  any  warrant issued upon transfer or partial exercise of
this  Warrant.  The  term  "WARRANT"  as  used herein shall be deemed to include
Other  Warrants unless the context hereof or thereof clearly requires otherwise.
The  Warrant  evidenced by this warrant certificate is issued in connection with
that  certain  Interest  Bearing  Non-Convertible Installment Promissory Note of
even  date  herewith  (the  "PROMISSORY  NOTE").

     1.  Term. The purchase right represented by this Warrant is exercisable, in
         ----
whole or in part, at any time after the earlier of (a) the date the Registration
Statement  on  Form SB-2 (or an alternative available form if the Company is not
eligible  to  file  a  Form  SB-2)  covering the Warrants and underlying Warrant
Shares  is  declared effective; or (b) twelve (12) months from the Date of Grant
(the  "INITIAL  EXERCISE  DATE")  and  from  time to time thereafter through and
including  the  close  of  business on the date seven (7) years from the Initial
Exercise Date (the "EXPIRATION DATE"); provided, however, that in the event that
                                       --------  -------
any  portion of this Warrant is unexercised as of the Expiration Date, the terms
of  Section  2(b),  below,  shall  apply.
    ------------

<PAGE>

     2.  Exercise;  Expiration;  Redemption.
         ----------------------------------

          a.  Method  of  Exercise; Payment; Issuance of New Warrant. Subject to
              ------------------------------------------------------
     Section  1  hereof,  the  purchase right represented by this Warrant may be
     ----------
     exercised  by  the holder hereof, in whole or in part and from time to time
     after the Initial Exercise Date, by the surrender of this Warrant (with the
     notice  of exercise form attached hereto as Exhibit A duly executed) at the
     principal  office  of  the  Company and by the payment to the Company of an
     amount  equal to the then applicable Warrant Price multiplied by the number
     of  Warrant  Shares  then  being  purchased. The person or persons in whose
     name(s)  any  certificate(s)  representing  shares of Common Stock shall be
     issuable  upon  exercise of this Warrant shall be deemed to have become the
     holder(s) of record of, and shall be treated for all purposes as the record
     holder(s)  of,  the  shares  represented  thereby (and such shares shall be
     deemed  to  have been issued) immediately prior to the close of business on
     the date or dates upon which this Warrant is exercised. In the event of any
     exercise  of  the  rights represented by this Warrant, certificates for the
     shares  of  stock  so  purchased shall be delivered to the holder hereof as
     soon  as  possible  and  in  any  event  within thirty (30) days after such
     exercise  and,  unless this Warrant has been fully exercised, a new Warrant
     representing  the  portion  of  the Warrant Shares, if any, with respect to
     which  this Warrant shall not then have been exercised shall also be issued
     to  the  holder  hereof  as  soon  as possible and in any event within such
     thirty  (30)-day  period.

          b.  Expiration.  In  the  event  that  any  portion of this Warrant is
              ----------
     unexercised  as  of the Expiration Date, such portion of this Warrant shall
     automatically  expire,  and the Holder shall have no rights with respect to
     such  unexercised  portion  of  this  Warrant.

          c.  Maximum.  In no event shall any holder be entitled to exercise any
              -------
     Warrant  Shares  to  the  extent  that, after such exercise, the sum of the
     number  of  shares of Common Stock beneficially owned by any holder and its
     affiliates  (other  than  shares  of  Common  Stock  which  may  be  deemed
     beneficially  owned through the ownership of the unexercised portion of the
     Warrant  Shares  or  any  unexercised right held by any holder subject to a
     similar limitation), would result in beneficial ownership by any holder and
     its affiliates of more than 4.99% of the outstanding shares of Common Stock
     (after  taking into account the shares to be issued to the holder upon such
     exercise). For purposes of this Section 2(c), beneficial ownership shall be
                                     ------------
     determined  in accordance with Section 13(d) of the Securities Exchange Act
     of  1934,  as  amended.  Nothing  herein  shall  preclude  the  holder from
     disposing  of  a  sufficient  number  of  other  shares  of  Common  Stock
     beneficially  owned  by the holder so as to thereafter permit the continued
     exercise  of  this  Warrant.

     3.  Stock Fully Paid; Reservation of Shares. All Warrant Shares that may be
         ---------------------------------------
issued  upon  the  exercise of the rights represented by this Warrant will, upon
issuance  pursuant  to  the  terms  and  conditions  herein,  be  fully paid and
nonassessable,  and  free  from  all taxes (other than any taxes determined with
respect  to,  or  based  upon,  the income of the person to whom such shares are
issued),  liens  and  charges (other than liens or charges created by actions of
the  holder  of  this Warrant or the person to whom such shares are issued), and
pre-emptive  rights  with respect to the issue thereof. During the period within
which  the rights represented by this Warrant may be exercised, the Company will
at  all  times  have  authorized, and reserved for the purpose of the issue upon
exercise  of  the purchase rights evidenced by this Warrant, a sufficient number
of  shares  of  its  Common  Stock  to  provide  for  the exercise of the rights
represented  by  this  Warrant.

<PAGE>

     4. Adjustment of Warrant Price and Number of Shares. The number and kind of
        ------------------------------------------------
securities  purchasable  upon the exercise of this Warrant and the Warrant Price
shall  be subject to adjustment from time to time upon the occurrence of certain
events,  as  follows:

          a. Adjustment for Initial Errors. The Company hereby acknowledges that
             -----------------------------
     the  number of Warrant Shares constituting the initial number of securities
     purchasable upon the exercise of the Warrants (the "EXERCISE QUANTITY") was
     based  upon  the  Company's representations as to the amount of outstanding
     Common  Stock  (on a fully diluted basis excluding shares issuable pursuant
     to  employee  and  director stock options) on the Date of Grant. If for any
     reason  it  shall  hereafter be determined that the actual amount of Common
     Stock  outstanding  as  of  the Date of Grant caused the calculation of the
     Exercise  Quantity  to  be  erroneous,  then  the  Company  or  the  holder
     (whichever  shall  discover  such  error)  shall  notify  the other of such
     determination  and  the  Company  shall  forthwith  reissue  the Warrant or
     Warrants,  as  the case may be, with an appropriate proportional adjustment
     in  said  number  to  be  effective  from  the  Date  of  Grant.

          b. Reclassification or Merger. In case of any reclassification, change
             --------------------------
     or  conversion  of  securities  of the class issuable upon exercise of this
     Warrant  (other  than  a  change  in par value, or from par value to no par
     value,  or  from no par value to par value, or as a result of a subdivision
     or  combination),  or  in  case  of  any merger of the Company with or into
     another  corporation (other than a merger with another corporation in which
     the  Company  is the acquiring and the surviving corporation and which does
     not  result  in  any  reclassification  or change of outstanding securities
     issuable  upon  exercise of this Warrant), or in case of any sale of all or
     substantially  all  of  the  assets  of  the  Company, the Company, or such
     successor or purchasing corporation, as the case may be, shall duly execute
     and  deliver  to  the  holder  of  this  Warrant a new Warrant (in form and
     substance  satisfactory  to the holder of this Warrant), so that the holder
     of  this Warrant shall have the right to receive, at a total purchase price
     not  to exceed that payable upon the exercise of the unexercised portion of
     this  Warrant,  and  in  lieu  of  the  shares  of Common Stock theretofore
     issuable  upon  exercise  of this Warrant, the kind and amount of shares of
     stock,  other  securities,  money  and  property  receivable  upon  such
     reclassification,  change  or merger by a holder of the number of shares of
     Common  Stock  then  purchasable under this Warrant. Such new Warrant shall
     provide  for  adjustments  that  shall  be  as  nearly equivalent as may be
     practicable  to  the  adjustments  provided  for  in  this  Section  4. The
                                                                 ----------
     provisions  of  this  Section  4(b)  shall  similarly  apply  to successive
                           ------------
     reclassifications,  changes,  mergers  and  transfers.

          c.  Subdivision  or  Combination  of Shares. If at any time while this
              ---------------------------------------
     Warrant  remains  outstanding  and unexpired the Company shall subdivide or
     combine  its outstanding shares of Common Stock, the Warrant Price shall be
     proportionately  decreased in the case of a subdivision or increased in the
     case  of  a combination, effective at the close of business on the date the
     subdivision  or  combination  becomes  effective.

          d.  Stock  Dividends. If at any time while this Warrant is outstanding
              ----------------
     and unexpired the Company shall pay a dividend with respect to Common Stock
     payable in Common Stock, then the Warrant Price shall be adjusted, from and
     after  the  date  of determination of stockholders entitled to receive such
     dividend  or  distribution,  to  that  price  determined by multiplying the
     Warrant  Price in effect immediately prior to such date of determination by
     a  fraction  (i) the numerator of which shall be the total number of shares
     of  Common  Stock  outstanding immediately prior to such dividend, and (ii)
     the  denominator  of  which  shall  be the total number of shares of Common
     Stock  outstanding  immediately  after  such  dividend.

<PAGE>

          e.  Intentionally  Omitted.
              ----------------------

          f.  Rights Offerings. In case the Company shall, at any time after the
              ----------------
     Date  of  Grant, issue rights, options or warrants to the holders of equity
     securities  of  the  Company,  entitling  them to subscribe for or purchase
     shares  of  Common  Stock  (or  securities convertible or exchangeable into
     Common  Stock)(excluding  Exempt  Securities,  as  defined  in Section 4(l)
     below))  at  a  price  per share of Common Stock (or having a conversion or
     exchange  price  per  share  of  Common  Stock if a security convertible or
     exchangeable  into  Common Stock) less than the Warrant Price on the record
     date  for  such  issuance  (or  the date of issuance, if there is no record
     date),  the Warrant Price to be in effect on and after such record date (or
     issuance date, as the case may be) shall be reduced, concurrently with such
     issue,  to  a  price  equal  to  the  consideration  received  per share in
     connection  with the issuance of such additional shares of Common Stock. In
     case such purchase or subscription price may be paid in part or in whole in
     a  form  other  than  cash,  the  fair value of such consideration shall be
     determined  by  the  Board of Directors of the Company in good faith as set
     forth  in  a  duly  adopted  board  resolution  certified  by the Company's
     Secretary  or  Assistant  Secretary.  Such  adjustment  shall  be  made
     successively  whenever  such an issuance occurs; and in the event that such
     rights,  options,  warrants,  or convertible or exchangeable securities are
     not  so  issued or expire or cease to be convertible or exchangeable before
     they  are exercised, converted, or exchanged (as the case may be), then the
     Warrant  Price  shall  again be adjusted to be the Warrant Price that would
     then be in effect if such issuance had not occurred; provided however, that
                                                          -------- -------
     the  Company  shall  adjust  the  number  of Warrant Shares issued upon any
     exercise  of  this  Warrant  after the adjustment required pursuant to this
     Section  4(f)  but prior to the date such subsequent adjustment is made, in
     ------------
     order to equitably reflect the fact that such rights, options, warrants, or
     convertible  or  exchangeable  securities  were not so issued or expired or
     ceased  to  be  convertible  or  exchangeable  before  they were exercised,
     converted,  or  exchanged  (as  the  case  may  be).

          g.  Intentionally  Omitted.
              ----------------------

          h.  Other  Issuances  of  Securities.  In  case  the  Company  or  any
              --------------------------------
     subsidiary  shall,  at  any  time  after the Date of Grant, issue shares of
     Common  Stock,  or rights, options, warrants or convertible or exchangeable
     securities  containing  the  right  to  subscribe for or purchase shares of
     Common  Stock  (excluding  (i)  shares,  rights,  options,  warrants,  or
     convertible  or  exchangeable  securities issued in any of the transactions
     described  in  Sections 4(b), 4(c), 4(d), or 4(f) above; (ii) shares issued
                    ------------   ----  ----     ----
     upon the exercise of such rights, options or warrants or upon conversion or
     exchange of such convertible or exchangeable securities, (iii) this Warrant
     and any shares issued upon exercise thereof; and (iv) Exempt Securities (as
     such term is defined in Section 4(l) below), at a price per share of Common
                             -----------
     Stock  (determined  in  the  case  of  such  rights,  options, warrants, or
     convertible  or  exchangeable  securities  by dividing (x) the total amount
     receivable by the Company in consideration of the sale and issuance of such
     rights,  options, warrants, or convertible or exchangeable securities, plus
     the  total  minimum  consideration  payable  to  the Company upon exercise,
     conversion,  or  exchange thereof by (y) the total maximum number of shares
     of  Common  Stock covered by such rights, options, warrants, or convertible
     or  exchangeable securities) lower than the Warrant Price, then the Warrant
     Price  shall  be reduced, concurrently with such issue, to a price equal to

<PAGE>

     the  consideration  received  per  share in connection with the issuance of
     such  additional  shares  of  Common  Stock.  For  the  purposes  of  such
     adjustment,  the  maximum number of shares of Common Stock which the holder
     of  any  such  rights,  options,  warrants  or  convertible or exchangeable
     securities  shall  be entitled to subscribe for or purchase shall be deemed
     to  be  issued and outstanding as of the date of such sale and issuance and
     the  consideration  received  by the Company therefor shall be deemed to be
     the  consideration  received  by  the  Company  for  such  rights, options,
     warrants,  or  convertible  or  exchangeable  securities,  plus the minimum
     consideration  or  premium  stated  in  such  rights, options, warrants, or
     convertible  or exchangeable securities to be paid for the shares of Common
     Stock  covered  thereby. In case the Company shall sell and issue shares of
     Common  Stock, or rights, options, warrants, or convertible or exchangeable
     securities  containing  the  right  to  subscribe for or purchase shares of
     Common  Stock  for  a  consideration  consisting,  in  whole or in part, of
     property  other than cash or its equivalent, then, in determining the price
     per share of Common Stock and the consideration received by the Company for
     purposes of the first sentence of this Section 4(h), the Board of Directors
     of  the  Company  shall  determine,  in  good faith, the fair value of said
     property, and such determination shall be described in a duly adopted board
     resolution  certified by the Company's Secretary or Assistant Secretary. In
     case  the  Company  shall  sell  and  issue  rights,  options, warrants, or
     convertible  or  exchangeable  securities containing the right to subscribe
     for  or purchase shares of Common Stock together with one (1) or more other
     securities  as  a  part of a unit at a price per unit, then, in determining
     the  price  per share of Common Stock and the consideration received by the
     Company  for purposes of the first sentence of this Section 4(h), the Board
     of  Directors  of  the  Company  shall  determine,  in  good  faith,  which
     determination  shall  be  described  in  a  duly  adopted  board resolution
     certified by the Company's Secretary or Assistant Secretary, the fair value
     of the rights, options, warrants, or convertible or exchangeable securities
     then  being  sold  as  part  of  such  unit.  Such adjustment shall be made
     successively  whenever  such an issuance occurs, and in the event that such
     rights, options, warrants, or convertible or exchangeable securities expire
     or  cease  to  be  convertible  or  exchangeable before they are exercised,
     converted,  or exchanged (as the case may be), then the Warrant Price shall
     again be adjusted to the Warrant Price that would then be in effect if such
     sale  and  issuance  had not occurred, but such subsequent adjustment shall
     not  affect  the  number  of Warrant Shares issued upon any exercise of the
     Warrant  prior  to  the  date  such  subsequent  adjustment  is  made.

          i. Adjustment of Number of Shares. Upon each adjustment in the Warrant
             ------------------------------
     Price,  the  number  of  Warrant  Shares  purchasable  hereunder  shall  be
     adjusted,  to  the  nearest  whole  share,  to  the  product  obtained  by
     multiplying  the  number of Warrant Shares purchasable immediately prior to
     such  adjustment in the Warrant Price by a fraction, the numerator of which
     shall  be  the  Warrant  Price immediately prior to such adjustment and the
     denominator  of  which  shall  be the Warrant Price immediately thereafter.

          j. Determination of Fair Market Value. For purposes of this Section 4,
             ----------------------------------                       ---------
     "FAIR MARKET VALUE" of a share of Common Stock as of a particular date (the
     "DETERMINATION  DATE")  shall mean (i) if shares of Common Stock are traded
     on  a national securities exchange (an "EXCHANGE"), the weighted average of
     the closing sale price of a share of the Common Stock of the Company on the
     last five (5) trading days prior to the Determination Date reported on such
     Exchange  as  reported in The Wall Street Journal (weighted with respect to
     the trading volume with respect to each such day); (ii) if shares of Common
     Stock  are  not  traded  on  an  Exchange but trade in the over-the-counter
     market and such shares are quoted on the National Association of Securities
     Dealers Automated Quotations System ("NASDAQ"), the weighted average of the

<PAGE>

     closing  sale  price  of  a share of the Common Stock of the Company on the
     last  five  (5)  trading  days  prior to the Determination Date reported on
     NASDAQ as reported in The Wall Street Journal (weighted with respect to the
     trading  volume with respect to each such day); (iii) if such shares are an
     issue for which last sale prices are not reported on NASDAQ, the average of
     the  closing sale price, in each case on the last five (5) trading days (or
     if  the  relevant price or quotation did not exist on any of such days, the
     relevant  price  or  quotation  on the next preceding business day on which
     there  was  such  a  price or quotation) prior to the Determination Date as
     reported by the Over the Counter Bulletin Board (the "OTCBB"), the National
     Quotation  Bureau,  Incorporated, or any other successor organization; (iv)
     if  no  closing  sales price is reported for the Common Stock by the OTCBB,
     National Quotation Bureau, Incorporated or any other successor organization
     for such day, the average of the high and low bid and asked price of any of
     the  market  makers for the Common Stock as reported on the OTCBB or in the
     "pink sheets" by the Pink Sheets, LLC on the last five (5) trading days; or
     (v)  if  no  price  can  be determined on the basis of the above methods of
     valuation, then the judgment of valuation shall be determined in good faith
     by  the  Board  of  Directors  of the Company, which determination shall be
     described  in  a  duly  adopted board resolution certified by the Company's
     Secretary  or Assistant Secretary. If the Board of Directors of the Company
     is  unable to determine any Valuation (as defined below), or if the holders
     of  at least fifty percent (50%) of all of the Warrant Shares then issuable
     hereunder  (collectively, the "REQUESTING HOLDERS") disagree with the Board
     of Directors' determination of any Valuation by written notice delivered to
     the  Company  within five (5) business days after the determination thereof
     by  the Board of Directors of the Company is communicated to holders of the
     Warrants affected thereby, which notice specifies a majority-in-interest of
     the  Requesting  Holders' determination of such Valuation, then the Company
     and  a  majority-in-interest  of  the  Requesting  Holders  shall  select a
     mutually  acceptable  investment  banking firm of national reputation which
     has  not had a material relationship with the Company or any officer of the
     Company  within  the  preceding  two  (2) years, which shall determine such
     Valuation.  Such  investment banking firm's determination of such Valuation
     shall  be  final,  binding and conclusive on the Company and the holders of
     all  of  the  Warrants  issued  hereunder and then outstanding. Any and all
     costs  and  fees  of such investment banking firm shall be borne equally by
     the Company and the Requesting Holders, however, if the Valuation is within
     ninety  percent  (90%)  of  either  party's valuation, then the other party
     shall  pay  all  of the costs and fees of such investment banking firm. For
     purposes  of  this  Section  4(j),  the  term  "VALUATION"  shall  mean the
                         ------------
     determination,  to  be  made  initially  by  the  Board of Directors of the
     Company,  of  the  fair  market value per share of Common Stock pursuant to
     clause  (v)  above.

          k.  Subsequent  Changes.  If,  at any time after any adjustment of the
              -------------------
     Warrant Price shall have been made hereunder as the result of any issuance,
     sale  or  grant  of  any  rights,  options,  warrants  or  convertible  or
     exchangeable  securities,  any  of  such rights, options or warrants or the
     rights  of  conversion  or  exchange  associated  with  such convertible or
     exchangeable  securities shall expire by their terms or any of such rights,
     options,  warrants  or  convertible  or  exchangeable  securities  shall be
     repurchased  by  the  Company  or  a  subsidiary  for  a  consideration per
     underlying  share  of  Common  Stock  not  exceeding  the  amount  of  such
     consideration received by the Company in connection with the issuance, sale
     or  grant  of such rights, options, warrants or convertible or exchangeable
     securities,  the  Warrant Price then in effect shall forthwith be increased
     to the Warrant Price that would have been in effect if such expiring right,
     option  or  warrant or rights of conversion or exchange or such repurchased
     rights,  options,  warrants  or  convertible or exchangeable securities had
     never  been  issued. Similarly, if at any time after any such adjustment of
     the  Warrant  Price shall have been made pursuant to Section 4(h) above (i)
                                                          -----------

<PAGE>

     any additional aggregate consideration is received or becomes receivable by
     the  Company  in  connection  with the issuance or exercise of such rights,
     options,  warrants or convertible or exchangeable securities; or (ii) there
     is  a  reduction  in  the  conversion  or exchange ratio applicable to such
     convertible or exchangeable securities so that fewer shares of Common Stock
     will  be  issuable  upon  the  conversion or exchange thereof or there is a
     decrease  in the number of shares of Common Stock issuable upon exercise of
     such  rights,  options or warrants (except where such reduction or decrease
     results  from a combination of shares described in Section 4(c) above), the
                                                        ------------
     Warrant  Price  then in effect shall be forthwith readjusted to the Warrant
     Price  that  would  have been in effect had such changes taken place at the
     time  that  such  rights,  options, warrants or convertible or exchangeable
     securities  were  initially  issued, granted or sold. In no event shall any
     readjustment  under  this  Section  4(k) affect the validity of any Warrant
                                -------------
     Shares issued upon any exercise of this Warrant prior to such readjustment.

          l. Excluded Transactions. Notwithstanding the foregoing, Sections 4(f)
             ---------------------                                 ------------
     or  4(h)  above  shall  not  apply  to: (i) the Company's offering of up to
         ----
     750,000 shares of Series A Convertible Preferred Stock, with related Series
     A  Warrants  and  Series  B  Warrants,  and up to 76,201 shares of Series B
     Convertible  Preferred  Stock  and Series C Convertible Preferred Stock, in
     the  aggregate,  pursuant  to  the  Securities  Purchase and Share Exchange
     Agreement  of  even  date  herewith (the "OFFERING"); (ii) shares of Common
     Stock  issued or deemed issued to employees or directors of, or consultants
     to,  the  Company or any of its subsidiaries for services rendered pursuant
     to  a plan, agreement, or arrangement approved by the Board of Directors of
     the  Company  (including  5,000  shares of Common Stock per month issued or
     issuable  to  a  third party in connection with the provision of guarantees
     for  certain  obligations of the Company); (iii) the issuance of securities
     pursuant  to  the  conversion  or  exercise  of  convertible or exercisable
     securities  outstanding  on  the  date  hereof; (iv) shares of Common Stock
     issued  in  connection  with  any  stock  split  or stock dividend; (v) the
     issuance  of  Series  A  Convertible  Preferred Stock, Series B Convertible
     Preferred  Stock,  Series C Convertible Preferred Stock, Series A Warrants,
     Series B Warrants, Series C Warrants or Series D Warrant in connection with
     the  Offering;  (vi) the issuance of shares of Common Stock upon conversion
     or  exercise,  as  applicable, of the Series A Convertible Preferred Stock,
     Series B Convertible Preferred Stock, Series C Convertible Preferred Stock,
     Series A Warrants, Series B Warrants, Series C Warrants or Series D Warrant
     in  connection  with  the  Offering, in each case, provided the issuance is
     pursuant  to  the  terms  of  such  option  or  convertible security; (vii)
     warrants  issued  to  Midtown  Partners  &  Co., LLC, as placement agent in
     connection  with  Offering, and shares of Common Stock issued in connection
     with the exercise thereof; (viii) shares of Common Stock issued or issuable
     in  connection with a bona fide joint venture or business acquisition of or
     by  the  Company, whether by merger, consolidation, sale of assets, sale or
     exchange  of  stock,  or  otherwise;  provided  that  any  such issuance is
     approved  by the Board of Directors, and, at the time of such issuance, the
     aggregate  of  that  issuance  and  similar issuances in the then preceding
     twelve  (12)  month  period  shall  not  exceed  ten  percent  (10%) of the
     then-outstanding  Common Stock of the Company (assuming full conversion and
     exercise  of  all convertible and exercisable securities); (ix) the Reverse
     Merger  (as  defined  in  the  Certificate  of Designations of the Series A
     Convertible  Preferred Stock); and (x) Series A Warrants issued pursuant to
     Section  2  of  the  Investor  Rights  Agreement of even date herewith (the
     "INVESTOR  RIGHTS  AGREEMENT")(collectively,  the  "EXEMPT  SECURITIES").

     5.  Notice  of  Adjustments.  Whenever  the  Warrant Price or the number of
         -----------------------
Warrant  Shares  purchasable  hereunder  shall be adjusted pursuant to Section 4
                                                                       ---------
hereof,  the  Company  shall deliver to the holder of this Warrant a certificate

<PAGE>

signed  by  its chief financial officer setting forth, in reasonable detail, the
event  requiring  the  adjustment,  the  amount of the adjustment, the method by
which  such  adjustment  was calculated, and the Warrant Price and the number of
Warrant  Shares  purchasable  hereunder  after giving effect to such adjustment.

     6.  Intentionally  omitted.
         ----------------------

     7.  Fractional  Shares. No fractional shares of Common Stock will be issued
         ------------------
in connection with any exercise hereunder, but in lieu of such fractional shares
the  Company  shall  make a cash payment therefor based on the fair market value
(as determined in accordance with Section 4(j) above) of a share of Common Stock
                                  ------------
on  the date of exercise, or round up to the next whole number of shares, at the
Company's  option.

     8.  Compliance  with  Securities  Act  and  Investor  Rights  Agreement;
         --------------------------------------------------------------------
         Disposition  of  Warrant  or  Warrant  Shares.
         ---------------------------------------------

          a. Compliance with Securities Act of 1933. The holder of this Warrant,
             --------------------------------------
     by  acceptance  hereof,  agrees  that this Warrant and the shares of Common
     Stock  to  be issued upon exercise hereof are being acquired for investment
     and  that  such  holder  will  not offer, sell or otherwise dispose of this
     Warrant,  or  any  shares of Common Stock to be issued upon exercise hereof
     except  under  circumstances  which  will  not result in a violation of the
     Securities Act of 1933, as amended (the "SECURITIES ACT"). Upon exercise of
     this  Warrant, the holder hereof shall confirm in writing, by executing the
     form  attached as Schedule 1 to Exhibit A hereto, that the shares of Common
                                     ---------
     Stock  so  purchased  are being acquired for investment and not with a view
     toward  distribution or resale. This Warrant and all shares of Common Stock
     issued  upon  exercise  of  this  Warrant  (unless  registered  under  the
     Securities  Act)  shall  be  stamped  or  imprinted  with  a  legend  in
     substantially  the  following  form:

         "THIS  WARRANT  OR  THE  SHARES  OF  COMMON  STOCK  ISSUABLE UPON
          EXERCISE  OF  THIS  WARRANT  HAVE  NOT  BEEN REGISTERED UNDER THE
          SECURITIES  ACT OF 1933, AS AMENDED, OR ANY APPLICABLE FOREIGN OR
          STATE  SECURITIES LAWS. THE SECURITIES ARE BEING OFFERED PURSUANT
          TO  EXEMPTIONS  PROVIDED  BY  SECTION 4(2) OF THE SECURITIES ACT,
          REGULATION  S  THEREUNDER,  CERTAIN  STATE  SECURITIES  LAWS  AND
          CERTAIN  RULES  AND REGULATIONS PROMULGATED PURSUANT THERETO. THE
          SECURITIES  ARE  SUBJECT  TO  RESTRICTIONS ON TRANSFERABILITY AND
          RESALE  AND MAY NOT BE TRANSFERRED OR RESOLD IN THE UNITED STATES
          OR  TO  U.S.  PERSONS  (AS  DEFINED  IN  REGULATION  S) UNLESS IN
          COMPLIANCE  WITH  REGULATION  S  UNDER  THE  SECURITIES  ACT  AND
          PURSUANT  TO  AN  EFFECTIVE  REGISTRATION  STATEMENT  UNDER  THE
          SECURITIES  ACT  AND  ANY  APPLICABLE FOREIGN OR STATE SECURITIES
          LAWS  OR  AN  OPINION OF COUNSEL, ACCEPTABLE TO THE COMPANY, THAT
          SUCH REGISTRATION IS NOT REQUIRED. HEDGING TRANSACTIONS INVOLVING
          THE  SECURITIES  MAY  NOT  BE CONDUCTED UNLESS IN COMPLIANCE WITH
          REGULATION  S  AND  THE  SECURITIES  ACT.

          IT  IS  THE  RESPONSIBILITY  OF  THE  INVESTOR  PURCHASING  THE
          SECURITIES TO SATISFY ITSELF AS TO FULL OBSERVANCE OF THE LAWS OF
          ANY  RELEVANT  TERRITORY  OUTSIDE THE UNITED STATES IN CONNECTION
          WITH  ANY  SUCH  PURCHASE,  INCLUDING  OBTAINING  ANY  REQUIRED
          GOVERNMENTAL  OR OTHER CONSENTS OR OBSERVING ANY OTHER APPLICABLE
          REQUIREMENTS."

In  addition,  in  connection  with  the  issuance  of  this Warrant, the holder
specifically represents to the Company by acceptance of this Warrant as follows:

          (1)  The  holder  is  aware  of  the  Company's  business  affairs and
     financial  condition,  and  has  acquired  information  about  the  Company

<PAGE>

     sufficient  to reach an informed and knowledgeable decision to acquire this
     Warrant.  The  holder  is  acquiring  this  Warrant for its own account for
     investment  purposes  only  and  not  with  a view to, or for the resale in
     connection  with, any "distribution" thereof for purposes of the Securities
     Act.

          (2)  The  holder  understands that this Warrant and the Warrant Shares
     have  not  been  registered  under  the  Securities  Act in reliance upon a
     specific  exemption  therefrom,  which  exemption depends upon, among other
     things, the bona fide nature of the holder's investment intent as expressed
     herein. In this connection, the holder understands that, in the view of the
     Securities  and  Exchange  Commission  (the "SEC"), the statutory basis for
     such  exemption  may  be  unavailable  if  the  holder's representation was
     predicated  solely  upon  a  present  intention to hold the Warrant and the
     Warrant  Shares  for  the  minimum  capital  gains  period  specified under
     applicable  tax  laws,  for  a  deferred  sale, for or until an increase or
     decrease  in the market price of the Warrant and the Warrant Shares, or for
     a  period  of  one  (1)  year  or  any  other  fixed  period in the future.

          (3)  The  holder further understands that this Warrant and the Warrant
     Shares  must  be held indefinitely unless subsequently registered under the
     Securities  Act  and  any  applicable  state  securities  laws,  or  unless
     exemptions  from  registration  are  otherwise  available.

          (4)  The  holder  is  aware  of  the  provisions of Rule 144 and 144A,
     promulgated  under  the Securities Act, which, in substance, permit limited
     public  resale of "restricted securities" acquired, directly or indirectly,
     from  the  issuer  thereof  (or  from  an  affiliate  of such issuer), in a
     non-public  offering  subject to the satisfaction of certain conditions, if
     applicable,  including,  among  other  things:  the availability of certain
     public  information  about  the Company, the resale occurring not less than
     one  (1)  year after the party has purchased and paid for the securities to
     be  sold;  the sale being made through a broker in an unsolicited "broker's
     transaction"  or in transactions directly with a market maker (as said term
     is  defined  under the Securities Exchange Act of 1934, as amended) and the
     amount  of  securities  being  sold  during  any three (3) month period not
     exceeding  the  specified  limitations  stated  therein.

          (5)  The holder further understands that at the time it wishes to sell
     this  Warrant  and  the  Warrant  Shares there may be no public market upon
     which  to  make  such  a  sale, and that, even if such a public market then
     exists,  the  Company  may not be satisfying the current public information
     requirements  of Rule 144 and 144A, and that, in such event, the holder may
     be  precluded  from  selling this Warrant and the Warrant Shares under Rule
     144  and  144A  even  if  the  one (1) year minimum holding period has been
     satisfied.

          (6)  The holder further understands that, in the event that all of the
     requirements of Rule 144 and 144A are not satisfied, registration under the
     Securities  Act,  compliance  with Regulation A, or some other registration
     exemption  will  be  required; and that, notwithstanding the fact that Rule
     144  and  144A  are  not  exclusive, the Staff of the SEC has expressed its
     opinion  that  persons proposing to sell private placement securities other
     than  in  a registered offering and otherwise than pursuant to Rule 144 and
     144A  will  have  a  substantial  burden  of  proof in establishing that an
     exemption from registration is available for such offers or sales, and that
     such  persons  and  their  respective  brokers  who  participate  in  such
     transactions  do  so  at  their  own  risk.

<PAGE>

          b.  Compliance  with  Investor  Rights  Agreement.  The holder of this
              ---------------------------------------------
     Warrant,  by acceptance hereof, understands and agrees that this Warrant is
     subject  to,  and  the transfer of the Warrant Shares may be prohibited by,
     the  certain Investor Rights Agreement, and holder specifically understands
     and  agrees  as  follows:

           THIS  WARRANT,  AND  THE  SALE,  PLEDGE,  HYPOTHECATION,  OR
           TRANSFER  OF THE SECURITIES EVIDENCED HEREBY, ARE SUBJECT TO, AND
           IN  CERTAIN CASES PROHIBITED BY, THE TERMS AND CONDITIONS OF THAT
           CERTAIN  INVESTOR RIGHTS AGREEMENT, OF EVEN DATE HEREWITH, BY AND
           AMONG  THE  HOLDER,  THE COMPANY, AND CERTAIN HOLDERS OF STOCK OF
           THE  COMPANY,  AND,  BY ACCEPTING ANY INTEREST HEREIN, THE PERSON
           ACCEPTING  SUCH INTEREST SHALL BE DEEMED TO AGREE TO AND SHALL BE
           BOUND  BY  ALL OF THE PROVISIONS OF SUCH AGREEMENT. COPIES OF THE
           INVESTOR RIGHTS AGREEMENT MAY BE OBTAINED UPON WRITTEN REQUEST TO
           THE  COMPANY'S  SECRETARY.

          c.  Exchange.  This  Warrant  may be exchanged, without payment of any
              --------
     service  charge, for one (1) or more new Warrants of like tenor exercisable
     for  the  same aggregate number of shares of Common Stock upon surrender to
     the  Company  by  the  registered  holder  hereof  in  person  or  by legal
     representative or by attorney duly authorized in writing and, upon issuance
     of  the new Warrant or Warrants, the surrendered Warrant shall be cancelled
     and  disposed  of  by  the  Company.

          d.  Disposition  of  Warrant  or  Warrant  Shares. With respect to any
              ---------------------------------------------
     offer,  sale  or  other  disposition of this Warrant, or any Warrant Shares
     acquired  pursuant to the exercise of this Warrant prior to registration of
     such  Warrant  or  Warrant  Shares,  the  holder hereof and each subsequent
     holder  of  this Warrant agrees to give written notice to the Company prior
     thereto,  describing  briefly  the  manner thereof, together with a written
     opinion  of  such holder's counsel, if reasonably requested by the Company,
     to  the  effect  that such offer, sale or other disposition may be effected
     without  registration or qualification (under the Securities Act as then in
     effect  or any federal or state law then in effect) of this Warrant or such
     Warrant  Shares  and  indicating  whether  or  not under the Securities Act
     certificates  for  this  Warrant  or  such  Warrant  Shares  to  be sold or
     otherwise  disposed  of  require  any  restrictive  legend as to applicable
     restrictions  on  transferability  in  order  to  ensure  compliance  with
     applicable laws. Promptly upon receiving such written notice and reasonably
     satisfactory  opinion,  if  so  requested,  the  Company,  as  promptly  as
     practicable,  shall  notify  such  holder  that  such  holder  may  sell or
     otherwise dispose of this Warrant or such Warrant Shares, all in accordance
     with  the  terms of the notice delivered to the Company. If a determination
     has been made pursuant to this Section 8(d) that the opinion of counsel for
                                    -----------
     the holder is not reasonably satisfactory to the Company, the Company shall
     so  notify  the  holder promptly after such determination has been made and
     neither  this  Warrant  nor  any  Warrant Shares shall be sold or otherwise
     disposed  of  until  such  disagreement  has  been  resolved. The foregoing
     notwithstanding,  this  Warrant  or  such Warrant Shares may (i) as to such
     federal  laws, be offered, sold or otherwise disposed of in accordance with
     Rule 144 and 144A under the Securities Act, provided that the Company shall
     have  been  furnished  with  such information as the Company may reasonably
     request  to  provide a reasonable assurance that the provisions of Rule 144
     and  144A  have  been  satisfied  and (ii) be offered, sold, distributed or

<PAGE>

     otherwise  transferred  to  Affiliates of the Holder without regard to this
     Section  8(d),  but  only  if  the  Company  is in receipt of an opinion of
     counsel  as  to the permissibility of such transfer under federal and state
     securities  laws and an investor representation letter from the transferee,
     in  form  and  substance  reasonably  satisfactory  to  the  Company.  Each
     certificate  representing  this  Warrant  or  the  Warrant  Shares  thus
     transferred (except a transfer pursuant to Rule 144) shall bear a legend as
     to  the  applicable  restrictions  on  transferability  in  order to ensure
     compliance  with such laws, unless, in the aforesaid opinion of counsel for
     the  holder, such legend is not required in order to ensure compliance with
     such laws. The Company may issue stop transfer instructions to its transfer
     agent  or,  if  acting  as  its  own  transfer  agent, the Company may stop
     transfer  on  its corporate books, in connection with such restrictions. As
     used  herein,  "AFFILIATE  OF  THE  HOLDER"  shall  mean  (x)  any  owner,
     shareholder, partner or member of the Holder, and (y) any other Person that
     directly  or indirectly, through one or more intermediaries, controls or is
     controlled  by  or  is  under  common  control  with  the  Holder.

     9. Rights as Stockholders; Information. No holder of this Warrant, as such,
        -----------------------------------
shall  be  entitled to vote or be deemed the holder of Common Stock or any other
securities  of  the  Company  which  may at any time be issuable on the exercise
hereof  for  any  purpose,  nor  shall anything contained herein be construed to
confer  upon  the  holder  of  this  Warrant,  as  such,  any of the rights of a
stockholder  of  the  Company  or  any  right  to  vote  for the election of the
directors  or  upon any matter submitted to stockholders at any meeting thereof,
or  to  receive notice of meetings, until this Warrant shall have been exercised
and  the  Warrant  Shares purchasable upon the exercise hereof shall have become
deliverable, as provided herein. The foregoing notwithstanding, the Company will
transmit  to  the holder of this Warrant such information, documents and reports
as  are  generally  distributed  to  the  holders  of any class or series of the
securities  of  the  Company  concurrently  with the distribution thereof to the
stockholders.

     10.  Intentionally  Omitted.
          ----------------------

     11.  Additional  Rights.
          ------------------

          a.  Mergers.  In  the  event  that the Company undertakes to (i) sell,
              -------
     lease, exchange, convey or otherwise dispose of all or substantially all of
     its  property or business; or (ii) merge into or consolidate with any other
     corporation  (other  than  a  wholly-owned  subsidiary),  or  effect  any
     transaction  (including  a  merger  or  other  reorganization) or series of
     related  transactions, in which more than fifty percent (50%) of the voting
     power  of the Company is disposed of, the Company will use its best efforts
     to  provide at least thirty (30) days notice to the holder of the terms and
     conditions  of  the  proposed transaction. The Company shall cooperate with
     the  holder in consummating the sale of this Warrant in connection with any
     such  transaction.

     12.  Intentionally  Omitted.
          ----------------------

     13.  Modification  and Waiver. This Warrant and any provision hereof may be
          ------------------------
changed,  waived,  discharged  or  terminated  only  by an instrument in writing
signed  by  the  party  against  which  enforcement  of  the  same  is  sought.


<PAGE>

     14.  Notices.  Unless  otherwise  specifically  provided  herein,  all
          -------
communications  under  this  Warrant  shall be in writing and shall be deemed to
have  been  duly  given  (i)  on the date of service if served personally on the
party  to whom notice is to be given; (ii) on the day of transmission if sent by
facsimile  transmission  to  the  number  shown on the books of the Company, and
telephonic  confirmation  of  receipt  is  obtained promptly after completion of
transmission;  (iii)  on  the  day  after delivery to Federal Express or similar
overnight  courier;  or  (iv)  on  the fifth day after mailing, if mailed to the
party  to  whom  notice  is  to  be  given,  by  first class mail, registered or
certified, postage prepaid, and properly addressed, return receipt requested, to
each  such  holder at its address as shown on the books of the Company or to the
Company at the address indicated therefor on the signature page of this Warrant.
Any  party  hereto  may  change  its  address for purposes of this Section 14 by
                                                                   ----------
giving the other party written notice of the new address in the manner set forth
herein.

     15.  Binding  Effect  on Successors. This Warrant shall be binding upon any
          ------------------------------
corporation  succeeding  the  Company by merger, consolidation or acquisition of
all  or substantially all of the Company's assets, and all of the obligations of
the  Company  relating  to  the  Common  Stock  issuable  upon  the  exercise or
conversion  of  this  Warrant  shall  survive  the  exercise,  conversion  and
termination  of  this  Warrant  and  all  of the covenants and agreements of the
Company  shall  inure to the benefit of the successors and assigns of the holder
hereof.  The  Company  will,  at  the time of the exercise or conversion of this
Warrant,  in  whole  or  in  part,  upon request of the holder hereof but at the
Company's  expense,  acknowledge  in  writing  its  continuing obligation to the
holder hereof in respect of any rights to which the holder hereof shall continue
to  be  entitled  after  such  exercise  or  conversion  in accordance with this
Warrant;  provided,  however,  that the failure of the holder hereof to make any
          --------   -------
such  request  shall  not affect the continuing obligation of the Company to the
holder  hereof  in  respect  of  such  rights.

     16.  Lost  Warrants  or  Stock  Certificates.  The Company covenants to the
          ---------------------------------------
holder  hereof  that,  upon  receipt  of evidence reasonably satisfactory to the
Company  of  the  loss,  theft, destruction or mutilation of this Warrant or any
stock  certificate  and,  in  the  case  of any loss, theft or destruction, upon
receipt of an executed lost securities bond or indemnity reasonably satisfactory
to  the  Company,  or  in  the  case  of  any such mutilation upon surrender and
cancellation  of  such  Warrant  or stock certificate, the Company will make and
deliver  a new Warrant or stock certificate, of like tenor, in lieu of the lost,
stolen,  destroyed  or  mutilated  Warrant  or  stock  certificate.

     17.  Descriptive  Headings.  The  descriptive  headings  of  the  several
          ---------------------
paragraphs  of  this  Warrant  are  inserted  for  convenience  only  and do not
constitute  a  part  of  this  Warrant.

     18.  Governing  Law.  This  Warrant  shall  be  construed  and  enforced in
          --------------
accordance with, and the rights of the parties shall be governed by, the laws of
the  State  of  Florida.

     19.  Intentionally  Omitted.
          ----------------------

     20.  Remedies.  In case any one (1) or more of the covenants and agreements
          --------
contained  in  this Warrant shall have been breached, the holders hereof (in the
case  of  a breach by the Company), or the Company (in the case of a breach by a
holder),  may  proceed to protect and enforce their or its rights either by suit

<PAGE>

in  equity and/or by action at law, including, but not limited to, an action for
damages as a result of any such breach and/or an action for specific performance
of  any  such  covenant  or  agreement  contained  in  this  Warrant.

     21.  Acceptance.  Receipt  of  this  Warrant  by  the  holder  hereof shall
          ----------
constitute  acceptance  of  and agreement to the foregoing terms and conditions.

     22.  No  Impairment  of  Rights.  The Company will not, by amendment of its
          --------------------------
Certificate  of Incorporation or through any other means, avoid or seek to avoid
the  observance  or performance of any of the terms of this Warrant, but will at
all  times in good faith assist in the carrying out of all such terms and in the
taking of all such action as may be necessary or appropriate in order to protect
the  rights  of  the  holder  of  this  Warrant  against  impairment.

IN  WITNESS  WHEREOF,  the Company has caused this Warrant to be executed on its
behalf  by  one  of  its  officers  thereunto  duly  authorized.


                              CYTATION  CORPORATION


                              -------------------------------------------
                              Charles G. Masters, Chief Executive Officer


Dated:  January  __,  2006.



                          NOTICE TO FLORIDA RESIDENTS:
          -----------------------------------------------------------
     WHERE  SALES ARE MADE TO FIVE OR MORE PERSONS IN FLORIDA (EXCLUDING CERTAIN
INSTITUTIONAL  PURCHASERS  DESCRIBED  IN  SECTION  517.061(7)  OF  THE  FLORIDA
SECURITIES AND INVESTOR PROTECTION ACT) (THE "ACT"), ANY SUCH SALE MADE PURSUANT
TO  SECTION  517.061(11)  OF  THE  ACT SHALL BE VOIDABLE BY THE PURCHASER EITHER
WITHIN  THREE  DAYS  AFTER  THE  FIRST  TENDER  OF CONSIDERATION IS MADE BY SUCH
PURCHASER TO THE ISSUER, OR AN AGENT OF THE ISSUER, OR AN ESCROW AGENT OR WITHIN
THREE  DAYS  AFTER  THE  AVAILABILITY  OF THAT PRIVILEGE IS COMMUNICATED TO SUCH
PURCHASER,  WHICHEVER  OCCURS  LATER.

<PAGE>

                                    EXHIBIT A
                               NOTICE OF EXERCISE



To:

1.     The  undersigned hereby elects to purchase      shares of Common Stock of
                                                 ------
            pursuant  to the terms of the attached Warrant, and tenders herewith
- -----------
payment  of  the  purchase  price  of  such  shares  in  full.

2.     Please  issue  a  certificate or certificates representing said shares in
the  name  of  the  undersigned  or in such other name or names as are specified
below:

                              -------------------------
                                       (Name)


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

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

3.     The  undersigned  represents that the aforesaid shares are being acquired
for the account of the undersigned for investment and not with a view to, or for
resale in connection with, the distribution thereof and that the undersigned has
no  present  intention  of  distributing  or  reselling such shares.  In support
thereof,  the  undersigned  has  executed an Investment Representation Statement
attached  hereto  as  Schedule  1.


                                    -----------------------------------
                                    (Signature)



- ----------------------
      (Date)

<PAGE>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.08
<SEQUENCE>8
<FILENAME>ex10-08.txt
<DESCRIPTION>FORM OF SERIES E COMMON STOCK PURCHASE WARRANT
<TEXT>
Exhibit 10.08


THIS  WARRANT  OR  THE  SHARES  OF  COMMON  STOCK ISSUABLE UPON EXERCISE OF THIS
WARRANT  HAVE  NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
OR  ANY  STATE  SECURITIES LAWS.  NO SALE OR DISPOSITION MAY BE EFFECTED WITHOUT
(i)  AN  EFFECTIVE  REGISTRATION  STATEMENT  RELATED THERETO, (ii) AN OPINION OF
COUNSEL  FOR  THE  HOLDER,  REASONABLY  SATISFACTORY  TO  THE COMPANY, THAT SUCH
REGISTRATION  IS  NOT  REQUIRED, (iii) RECEIPT OF A NO-ACTION LETTER(S) FROM THE
APPROPRIATE  GOVERNMENTAL  AUTHORITY(IES),  OR (iv) OTHERWISE COMPLYING WITH THE
PROVISIONS  OF  SECTION  7  OF  THIS  WARRANT.
                ----------


                      SERIES E WARRANT TO PURCHASE  SHARES
                        OF COMMON STOCK (this "WARRANT")

Warrant No.:  E-

Cytation  Corporation,  a Delaware corporation (the "COMPANY"), hereby certifies
that,  for  value  received,                      (the  "HOLDER"), or registered
                            ----------------------
assigns,  is the registered holder of a warrant (the "WARRANT") to subscribe for
and  purchase                shares  of  the fully paid and nonassessable Common
             ---------------
Stock  (as  adjusted  pursuant to Section 4 hereof, the "WARRANT SHARES") of the
                                  ---------
Company,  at  a  price  per  share  equal  to three dollars ($3.00)(the "WARRANT
PRICE," as adjusted pursuant to Section 4 hereof), subject to the provisions and
                                ---------
upon  the  terms  and  conditions  hereinafter  set  forth.

     As  used  herein,  (a)  the  term  "COMMON  STOCK" shall mean the Company's
presently authorized Common Stock, par value $.001 per share, and any stock into
or  for which such Common Stock may hereafter be converted or exchanged, (b) the
term  "DATE  OF  GRANT"  shall  mean  April  __,  2006,  and (c) the term "OTHER
WARRANTS"  shall  mean  any  warrant issued upon transfer or partial exercise of
this  Warrant.  The  term  "WARRANT"  as  used herein shall be deemed to include
Other  Warrants unless the context hereof or thereof clearly requires otherwise.
The  Warrant  evidenced  by this warrant certificate is a portion of a series of
like warrants (collectively, the "SERIES WARRANTS") exercisable for the purchase
of  up  to  an aggregate of up to 2,000,000 shares of the Company's Common Stock
(the  "SERIES  WARRANT SHARES"), on the Date of Grant, which Series Warrants are
evidenced by certificates of like tenor (the "SERIES WARRANT CERTIFICATES") that
have  been  issued  pursuant  to  that  certain Securities Purchase and Exchange
Agreement  of  even  date  herewith  (the  "PURCHASE  AGREEMENT").

     1.     Term.  The  purchase  right  represented  by  this  Warrant  is
            ----
exercisable,  in whole or in part, at any time after the earlier of (a) the date
the Registration Statement on Form SB-2 (or an alternative available form if the
Company  is  not  eligible  to  file  a  Form  SB-2)  covering  the Warrants and
underlying  Warrant Shares is declared effective; or (b) twelve (12) months from
the Date of Grant (the "INITIAL EXERCISE DATE") and from time to time thereafter
through and including the close of business on the date three (3) years from the
Initial  Exercise  Date  (the "EXPIRATION DATE"); provided, however, that in the
                                                  --------  -------
event that any portion of this Warrant is unexercised as of the Expiration Date,
the  terms  of  Section  2(b),  below,  shall  apply.
                -------------

<PAGE>

     2.     Exercise;  Expiration;  Redemption.
            ----------------------------------

          a.  Method  of  Exercise; Payment; Issuance of New Warrant. Subject to
              ------------------------------------------------------
     Section  1  hereof,  the  purchase right represented by this Warrant may be
     ----------
     exercised  by  the holder hereof, in whole or in part and from time to time
     after the Initial Exercise Date, by the surrender of this Warrant (with the
     notice  of exercise form attached hereto as Exhibit A duly executed) at the
                                                 ---------
     principal  office  of  the  Company and by the payment to the Company of an
     amount  equal to the then applicable Warrant Price multiplied by the number
     of  Warrant  Shares  then  being  purchased. The person or persons in whose
     name(s)  any  certificate(s)  representing  shares of Common Stock shall be
     issuable  upon  exercise of this Warrant shall be deemed to have become the
     holder(s) of record of, and shall be treated for all purposes as the record
     holder(s)  of,  the  shares  represented  thereby (and such shares shall be
     deemed  to  have been issued) immediately prior to the close of business on
     the date or dates upon which this Warrant is exercised. In the event of any
     exercise  of  the  rights represented by this Warrant, certificates for the
     shares  of  stock  so  purchased shall be delivered to the holder hereof as
     soon  as  possible  and  in  any  event  within thirty (30) days after such
     exercise  and,  unless this Warrant has been fully exercised, a new Warrant
     representing  the  portion  of  the Warrant Shares, if any, with respect to
     which  this Warrant shall not then have been exercised shall also be issued
     to  the  holder  hereof  as  soon  as possible and in any event within such
     thirty  (30)-day  period.

          b.  Expiration.  In  the  event  that  any  portion of this Warrant is
              ----------
     unexercised  as  of the Expiration Date, such portion of this Warrant shall
     automatically  expire,  and the Holder shall have no rights with respect to
     such  unexercised  portion  of  this  Warrant.

          c.  Maximum.  In no event shall any holder be entitled to exercise any
              -------
     Warrant  Shares  to  the  extent  that, after such exercise, the sum of the
     number  of  shares of Common Stock beneficially owned by any holder and its
     affiliates  (other  than  shares  of  Common  Stock  which  may  be  deemed
     beneficially  owned through the ownership of the unexercised portion of the
     Warrant  Shares  or  any  unexercised right held by any holder subject to a
     similar limitation), would result in beneficial ownership by any holder and
     its affiliates of more than 4.99% of the outstanding shares of Common Stock
     (after  taking into account the shares to be issued to the holder upon such
     exercise). For purposes of this Section 2(c), beneficial ownership shall be
     determined  in accordance with Section 13(d) of the Securities Exchange Act
     of  1934,  as  amended.  Nothing  herein  shall  preclude  the  holder from
     disposing  of  a  sufficient  number  of  other  shares  of  Common  Stock
     beneficially  owned  by the holder so as to thereafter permit the continued
     exercise  of  this  Warrant.

     3.     Stock  Fully  Paid;  Reservation of Shares.  All Warrant Shares that
            ------------------------------------------
may  be issued upon the exercise of the rights represented by this Warrant will,
upon  issuance  pursuant  to  the terms and conditions herein, be fully paid and
nonassessable,  and  free  from  all taxes (other than any taxes determined with
respect  to,  or  based  upon,  the income of the person to whom such shares are
issued),  liens  and  charges (other than liens or charges created by actions of
the  holder  of  this Warrant or the person to whom such shares are issued), and
pre-emptive  rights with respect to the issue thereof.  During the period within
which  the rights represented by this Warrant may be exercised, the Company will
at  all  times  have  authorized, and reserved for the purpose of the issue upon

<PAGE>

exercise  of  the purchase rights evidenced by this Warrant, a sufficient number
of  shares  of  its  Common  Stock  to  provide  for  the exercise of the rights
represented  by  this  Warrant.

     4.     Adjustment  of  Warrant  Price and Number of Shares.  The number and
            ---------------------------------------------------
kind of securities purchasable upon the exercise of this Warrant and the Warrant
Price  shall  be  subject to adjustment from time to time upon the occurrence of
certain  events,  as  follows:

          a. Reclassification or Merger. In case of any reclassification, change
             --------------------------
     or  conversion  of  securities  of the class issuable upon exercise of this
     Warrant  (other  than  a  change  in par value, or from par value to no par
     value,  or  from no par value to par value, or as a result of a subdivision
     or  combination),  or  in  case  of  any merger of the Company with or into
     another  corporation (other than a merger with another corporation in which
     the  Company  is the acquiring and the surviving corporation and which does
     not  result  in  any  reclassification  or change of outstanding securities
     issuable  upon  exercise of this Warrant), or in case of any sale of all or
     substantially  all  of  the  assets  of  the  Company, the Company, or such
     successor or purchasing corporation, as the case may be, shall duly execute
     and  deliver  to  the  holder  of  this  Warrant a new Warrant (in form and
     substance  satisfactory  to the holder of this Warrant), so that the holder
     of  this Warrant shall have the right to receive, at a total purchase price
     not  to exceed that payable upon the exercise of the unexercised portion of
     this  Warrant,  and  in  lieu  of  the  shares  of Common Stock theretofore
     issuable  upon  exercise  of this Warrant, the kind and amount of shares of
     stock,  other  securities,  money  and  property  receivable  upon  such
     reclassification,  change  or merger by a holder of the number of shares of
     Common  Stock  then  purchasable under this Warrant. Such new Warrant shall
     provide  for  adjustments  that  shall  be  as  nearly equivalent as may be
     practicable  to  the  adjustments  provided  for  in  this  Section  4.
                                                                 ----------

          b.  Subdivision  or  Combination  of Shares. If at any time while this
              ---------------------------------------
     Warrant  remains  outstanding  and unexpired the Company shall subdivide or
     combine  its outstanding shares of Common Stock, the Warrant Price shall be
     proportionately  decreased in the case of a subdivision or increased in the
     case  of  a combination, effective at the close of business on the date the
     subdivision  or  combination  becomes  effective.

          c.  Stock  Dividends. If at any time while this Warrant is outstanding
              ----------------
     and unexpired the Company shall pay a dividend with respect to Common Stock
     payable in Common Stock, then the Warrant Price shall be adjusted, from and
     after  the  date  of determination of stockholders entitled to receive such
     dividend  or  distribution,  to  that  price  determined by multiplying the
     Warrant  Price in effect immediately prior to such date of determination by
     a  fraction  (i) the numerator of which shall be the total number of shares
     of  Common  Stock  outstanding immediately prior to such dividend, and (ii)
     the  denominator  of  which  shall  be the total number of shares of Common
     Stock  outstanding  immediately  after  such  dividend.

          d. Adjustment of Number of Shares. Upon each adjustment in the Warrant
             ------------------------------
     Price,  the  number  of  Warrant  Shares  purchasable  hereunder  shall  be
     adjusted,  to  the  nearest  whole  share,  to  the  product  obtained  by
     multiplying  the  number of Warrant Shares purchasable immediately prior to
     such  adjustment in the Warrant Price by a fraction, the numerator of which
     shall  be  the  Warrant  Price immediately prior to such adjustment and the
     denominator  of  which  shall  be the Warrant Price immediately thereafter.

<PAGE>

          e.  Excluded  Transactions.  Notwithstanding  the foregoing, Section 4
              ----------------------
     shall not apply to the issuance of stock dividend payable under the rights,
     preferences  and  designations of the Series A Convertible Preferred Stock.

     5.     Notice of Adjustments.  Whenever the  Warrant Price or the number of
            ---------------------
Warrant  Shares  purchasable  hereunder  shall be adjusted pursuant to Section 4
                                                                       ---------
hereof,  the  Company  shall deliver to the holder of this Warrant a certificate
signed  by  its chief financial officer setting forth, in reasonable detail, the
event  requiring  the  adjustment,  the  amount of the adjustment, the method by
which  such  adjustment  was calculated, and the Warrant Price and the number of
Warrant  Shares  purchasable  hereunder  after giving effect to such adjustment.

     6.     Fractional Shares.  No  fractional  shares  of  Common Stock will be
            -----------------
issued in connection with any exercise hereunder, but in lieu of such fractional
shares the Company shall make a cash  payment  therefor based on the fair market
value of a  share  of Common Stock  on the  date of exercise, or round up to the
next whole number  of  shares,  at  the  Company's  option.

     7.     Compliance  with  Securities  Act  and  Investor  Rights  Agreement;
            --------------------------------------------------------------------
            Disposition of  Warrant  or  Warrant  Shares.
            --------------------------------------------

          a.  Compliance  with  Securities  Act.  The holder of this Warrant, by
              ---------------------------------
     acceptance  hereof, agrees that this Warrant and the shares of Common Stock
     to  be  issued  upon  exercise hereof are being acquired for investment and
     that such holder will not offer, sell or otherwise dispose of this Warrant,
     or  any  shares  of  Common  Stock to be issued upon exercise hereof except
     under  circumstances which will not result in a violation of the Securities
     Act.  Upon  exercise  of  this  Warrant, the holder hereof shall confirm in
     writing,  by executing the form attached as Schedule 1 to Exhibit A hereto,
     that  the  shares  of  Common  Stock  so  purchased  are being acquired for
     investment  and not with a view toward distribution or resale. This Warrant
     and all shares of Common Stock issued upon exercise of this Warrant (unless
     registered  under  the Securities Act) shall be stamped or imprinted with a
     legend  in  substantially  the  following  form:

     "THE  SECURITIES  EVIDENCED  HEREBY  HAVE  NOT  BEEN  REGISTERED  UNDER THE
     SECURITIES  ACT  OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. NO SALE
     OR  DISPOSITION  MAY  BE  EFFECTED  WITHOUT  (i)  AN EFFECTIVE REGISTRATION
     STATEMENT  RELATED  THERETO,  (ii)  AN  OPINION  OF COUNSEL FOR THE HOLDER,
     REASONABLY  SATISFACTORY  TO  THE  COMPANY,  THAT  SUCH REGISTRATION IS NOT
     REQUIRED,  (iii)  RECEIPT  OF  A  NO-ACTION  LETTER(S) FROM THE APPROPRIATE
     GOVERNMENTAL  AUTHORITY(IES),  OR  (iv)  OTHERWISE  COMPLYING  WITH  THE
     PROVISIONS  OF  SECTION  7 OF THE WARRANT UNDER WHICH THESE SECURITIES WERE
                     ----------
     ISSUED  DIRECTLY  OR  INDIRECTLY."

In  addition,  in  connection  with  the  issuance  of  this Warrant, the holder
specifically represents to the Company by acceptance of this Warrant as follows:

          (1)  The  holder  is  aware  of  the  Company's  business  affairs and
     financial  condition,  and  has  acquired  information  about  the  Company
     sufficient  to reach an informed and knowledgeable decision to acquire this

<PAGE>

     Warrant.  The  holder  is  acquiring  this  Warrant for its own account for
     investment  purposes  only  and  not  with  a view to, or for the resale in
     connection  with, any "distribution" thereof for purposes of the Securities
     Act.

          (2)  The  holder  understands that this Warrant and the Warrant Shares
     have  not  been  registered  under  the  Securities  Act in reliance upon a
     specific  exemption  therefrom,  which  exemption depends upon, among other
     things, the bona fide nature of the holder's investment intent as expressed
     herein. In this connection, the holder understands that, in the view of the
     SEC,  the  statutory  basis  for  such  exemption may be unavailable if the
     holder's  representation  was predicated solely upon a present intention to
     hold  the  Warrant  and  the  Warrant  Shares for the minimum capital gains
     period  specified  under  applicable  tax laws, for a deferred sale, for or
     until  an  increase  or decrease in the market price of the Warrant and the
     Warrant  Shares,  or for a period of one (1) year or any other fixed period
     in  the  future.

          (3)  The  holder further understands that this Warrant and the Warrant
     Shares  must  be held indefinitely unless subsequently registered under the
     Securities  Act  and  any  applicable  state  securities  laws,  or  unless
     exemptions  from  registration  are  otherwise  available.

          (4)  The  holder  is  aware  of  the  provisions of Rule 144 and 144A,
     promulgated  under  the Securities Act, which, in substance, permit limited
     public  resale of "restricted securities" acquired, directly or indirectly,
     from  the  issuer  thereof  (or  from  an  affiliate  of such issuer), in a
     non-public  offering  subject to the satisfaction of certain conditions, if
     applicable,  including,  among  other  things:  the availability of certain
     public  information  about  the Company, the resale occurring not less than
     one  (1)  year after the party has purchased and paid for the securities to
     be  sold;  the sale being made through a broker in an unsolicited "broker's
     transaction"  or in transactions directly with a market maker (as said term
     is  defined  under the Securities Exchange Act of 1934, as amended) and the
     amount  of  securities  being  sold  during  any  three (3)month period not
     exceeding  the  specified  limitations  stated  therein.

          (5)  The holder further understands that at the time it wishes to sell
     this  Warrant  and  the  Warrant  Shares there may be no public market upon
     which  to  make  such  a  sale, and that, even if such a public market then
     exists,  the  Company  may not be satisfying the current public information
     requirements  of Rule 144 and 144A, and that, in such event, the holder may
     be  precluded  from  selling this Warrant and the Warrant Shares under Rule
     144  and  144A  even  if  the  one (1)-year minimum holding period has been
     satisfied.

          b.  Exchange.  This  Warrant  may be exchanged, without payment of any
              --------
     service  charge, for one (1) or more new Warrants of like tenor exercisable

<PAGE>

     for  the  same aggregate number of shares of Common Stock upon surrender to
     the  Company  by  the  registered  holder  hereof  in  person  or  by legal
     representative or by attorney duly authorized in writing and, upon issuance
     of  the new Warrant or Warrants, the surrendered Warrant shall be cancelled
     and  disposed  of  by  the  Company.

          c.  Disposition  of  Warrant  or  Warrant  Shares. With respect to any
              ---------------------------------------------
     offer,  sale  or  other  disposition of this Warrant, or any Warrant Shares
     acquired  pursuant to the exercise of this Warrant prior to registration of
     such  Warrant  or  Warrant  Shares,  the  holder hereof and each subsequent
     holder  of  this Warrant agrees to give written notice to the Company prior
     thereto,  describing  briefly  the  manner thereof, together with a written
     opinion  of  such holder's counsel, if reasonably requested by the Company,
     to  the  effect  that such offer, sale or other disposition may be effected
     without  registration or qualification (under the Securities Act as then in
     effect  or any federal or state law then in effect) of this Warrant or such
     Warrant  Shares  and  indicating  whether  or  not under the Securities Act
     certificates  for  this  Warrant  or  such  Warrant  Shares  to  be sold or
     otherwise  disposed  of  require  any  restrictive  legend as to applicable
     restrictions  on  transferability  in  order  to  ensure  compliance  with
     applicable laws. Promptly upon receiving such written notice and reasonably
     satisfactory  opinion,  if  so  requested,  the  Company,  as  promptly  as
     practicable,  shall  notify  such  holder  that  such  holder  may  sell or
     otherwise dispose of this Warrant or such Warrant Shares, all in accordance
     with  the  terms of the notice delivered to the Company. If a determination
     has been made pursuant to this Section 7(d) that the opinion of counsel for
                                    ------------
     the holder is not reasonably satisfactory to the Company, the Company shall
     so  notify  the  holder promptly after such determination has been made and
     neither  this  Warrant  nor  any  Warrant Shares shall be sold or otherwise
     disposed  of  until  such  disagreement  has  been  resolved. The foregoing
     notwithstanding,  this  Warrant  or  such Warrant Shares may (i) as to such
     federal  laws, be offered, sold or otherwise disposed of in accordance with
     Rule 144 and 144A under the Securities Act, provided that the Company shall
     have  been  furnished  with  such information as the Company may reasonably
     request  to  provide a reasonable assurance that the provisions of Rule 144
     and  144A  have  been  satisfied  and (ii) be offered, sold, distributed or
     otherwise  transferred  to  Affiliates of the Holder without regard to this
     Section  7(d),  but  only  if  the  Company  is in receipt of an opinion of
     -------------
     counsel  as  to the permissibility of such transfer under federal and state
     securities  laws and an investor representation letter from the transferee,
     in  form  and  substance  reasonably  satisfactory  to  the  Company.  Each
     certificate  representing  this  Warrant  or  the  Warrant  Shares  thus
     transferred (except a transfer pursuant to Rule 144) shall bear a legend as
     to  the  applicable  restrictions  on  transferability  in  order to ensure
     compliance  with such laws, unless, in the aforesaid opinion of counsel for
     the  holder, such legend is not required in order to ensure compliance with
     such laws. The Company may issue stop transfer instructions to its transfer
     agent  or,  if  acting  as  its  own  transfer  agent, the Company may stop
     transfer  on  its corporate books, in connection with such restrictions. As
     used  herein,  "AFFILIATE  OF  THE  HOLDER"  shall  mean  (x)  any  owner,
     shareholder, partner or member of the Holder, and (y) any other Person that
     directly  or indirectly, through one or more intermediaries, Controls or is
     Controlled  by  or  is  under  common  Control  with  the  Holder.

     8.     Rights  as Stockholders; Information.  No holder of this Warrant, as
            ------------------------------------
such,  shall  be entitled to vote or be deemed the holder of Common Stock or any
other  securities  of  the  Company  which  may  at  any time be issuable on the
exercise  hereof  for  any  purpose,  nor  shall  anything  contained  herein be
construed  to confer upon the holder of this Warrant, as such, any of the rights

<PAGE>

of  a  stockholder  of  the Company or any right to vote for the election of the
directors  or  upon any matter submitted to stockholders at any meeting thereof,
or  to  receive notice of meetings, until this Warrant shall have been exercised
and  the  Warrant  Shares purchasable upon the exercise hereof shall have become
deliverable,  as  provided  herein.  The  foregoing notwithstanding, the Company
will  transmit  to  the  holder  of this Warrant such information, documents and
reports  as  are  generally distributed to the holders of any class or series of
the  securities of the Company concurrently with the distribution thereof to the
stockholders.

     9.     Additional  Rights.
            ------------------

          a.  Mergers.  In  the  event  that the Company undertakes to (i) sell,
              -------
     lease, exchange, convey or otherwise dispose of all or substantially all of
     its  property or business; or (ii) merge into or consolidate with any other
     corporation  (other  than  a  wholly-owned  Subsidiary),  or  effect  any
     transaction  (including  a  merger  or  other  reorganization) or series of
     related  transactions, in which more than fifty percent (50%) of the voting
     power  of the Company is disposed of, the Company will use its best efforts
     to  provide at least thirty (30) days notice to the holder of the terms and
     conditions  of  the  proposed transaction. The Company shall cooperate with
     the  holder in consummating the sale of this Warrant in connection with any
     such  transaction.

     10.    Modification and Waiver.   This Warrant and any provision hereof may
            -----------------------
be  changed,  waived,  discharged or terminated only by an instrument in writing
signed  by  the  party  against  which  enforcement  of  the  same  is  sought.

     11.    Notices.   Unless  otherwise  specifically  provided  herein,  all
            -------
communications  under  this  Warrant  shall be in writing and shall be deemed to
have  been  duly  given  (i)  on the date of service if served personally on the
party  to whom notice is to be given; (ii) on the day of transmission if sent by
facsimile  transmission  to  the  number  shown on the books of the Company, and
telephonic  confirmation  of  receipt  is  obtained promptly after completion of
transmission;  (iii)  on  the  day  after delivery to Federal Express or similar
overnight  courier;  or  (iv)  on  the fifth day after mailing, if mailed to the
party  to  whom  notice  is  to  be  given,  by  first class mail, registered or
certified, postage prepaid, and properly addressed, return receipt requested, to
each  such  holder at its address as shown on the books of the Company or to the
Company at the address indicated therefor on the signature page of this Warrant.
Any  party  hereto  may  change  its  address for purposes of this Section 11 by
                                                                   ----------
giving the other party written notice of the new address in the manner set forth
herein.

     12.    Binding  Effect  on Successors.  This Warrant shall be binding upon
            ------------------------------
any  corporation  succeeding the Company by merger, consolidation or acquisition
of  all or substantially all of the Company's assets, and all of the obligations
of  the  Company  relating  to  the  Common  Stock issuable upon the exercise or
conversion  of  this  Warrant  shall  survive  the  exercise,  conversion  and
termination  of  this  Warrant  and  all  of the covenants and agreements of the
Company  shall  inure to the benefit of the successors and assigns of the holder
hereof.  The  Company  will,  at  the time of the exercise or conversion of this
Warrant,  in  whole  or  in  part,  upon request of the holder hereof but at the
Company's  expense,  acknowledge  in  writing  its  continuing obligation to the
holder hereof in respect of any rights to which the holder hereof shall continue
to  be  entitled  after  such  exercise  or  conversion  in accordance with this

<PAGE>

Warrant;  provided,  however,  that the failure of the holder hereof to make any
          --------   -------
such  request  shall  not affect the continuing obligation of the Company to the
holder  hereof  in  respect  of  such  rights.

     13.    Lost  Warrants or Stock Certificates.  The Company covenants to the
            ------------------------------------
holder  hereof  that,  upon  receipt  of evidence reasonably satisfactory to the
Company  of  the  loss,  theft, destruction or mutilation of this Warrant or any
stock  certificate  and,  in  the  case  of any loss, theft or destruction, upon
receipt of an executed lost securities bond or indemnity reasonably satisfactory
to  the  Company,  or  in  the  case  of  any such mutilation upon surrender and
cancellation  of  such  Warrant  or stock certificate, the Company will make and
deliver  a new Warrant or stock certificate, of like tenor, in lieu of the lost,
stolen,  destroyed  or  mutilated  Warrant  or  stock  certificate.

     14.    Descriptive  Headings.  The  descriptive  headings  of  the several
            ---------------------
paragraphs  of  this  Warrant  are  inserted  for  convenience  only  and do not
constitute  a  part  of  this  Warrant.

     15.    Governing  Law.  This  Warrant  shall  be construed and enforced in
            --------------
accordance with, and the rights of the parties shall be governed by, the laws of
the  State  of  Florida.

     16.    Remedies.  In  case  any  one  (1)  or  more  of  the covenants and
            --------
agreements  contained  in  this  Warrant  shall  have been breached, the holders
hereof  (in the case of a breach by the Company), or the Company (in the case of
a  breach  by  a holder), may proceed to protect and enforce their or its rights
either by suit in equity and/or by action at law, including, but not limited to,
an  action  for  damages  as  a  result  of any such breach and/or an action for
specific  performance  of  any  such  covenant  or  agreement  contained in this
Warrant.

     17.    Acceptance.  Receipt  of  this  Warrant  by the holder hereof shall
            ----------
constitute  acceptance  of  and agreement to the foregoing terms and conditions.

     18.    No Impairment of Rights.  The Company will not, by amendment of its
            -----------------------
Certificate  of Incorporation or through any other means, avoid or seek to avoid
the  observance  or performance of any of the terms of this Warrant, but will at
all  times in good faith assist in the carrying out of all such terms and in the
taking of all such action as may be necessary or appropriate in order to protect
the  rights  of  the  holder  of  this  Warrant  against  impairment.

     IN  WITNESS  WHEREOF, the Company has caused this Warrant to be executed on
its  behalf  by  one  of  its  officers  thereunto  duly  authorized.


                              CYTATION  CORPORATION


- -------------------------------------------
Charles G. Masters, Chief Executive Officer


Dated:  April    ,  2006.
             ----

<PAGE>

                          NOTICE TO FLORIDA RESIDENTS:
          -----------------------------------------------------------
     WHERE  SALES ARE MADE TO FIVE OR MORE PERSONS IN FLORIDA (EXCLUDING CERTAIN
INSTITUTIONAL  PURCHASERS  DESCRIBED  IN  SECTION  517.061(7)  OF  THE  FLORIDA
SECURITIES AND INVESTOR PROTECTION ACT) (THE "ACT"), ANY SUCH SALE MADE PURSUANT
TO  SECTION  517.061(11)  OF  THE  ACT SHALL BE VOIDABLE BY THE PURCHASER EITHER
WITHIN  THREE  DAYS  AFTER  THE  FIRST  TENDER  OF CONSIDERATION IS MADE BY SUCH
PURCHASER TO THE ISSUER, OR AN AGENT OF THE ISSUER, OR AN ESCROW AGENT OR WITHIN
THREE  DAYS  AFTER  THE  AVAILABILITY  OF THAT PRIVILEGE IS COMMUNICATED TO SUCH
PURCHASER,  WHICHEVER  OCCURS  LATER.

<PAGE>

                                    EXHIBIT A
                               NOTICE OF EXERCISE



To:

1.     The  undersigned hereby elects to purchase      shares of Common Stock of
                                                 ------
Cytation  Corporation  (the  "Company')  pursuant  to  the terms of the attached
Warrant,  and  tenders  herewith payment of the purchase price of such shares in
full.

2.     Please  issue  a  certificate or certificates representing said shares in
the  name  of  the  undersigned  or in such other name or names as are specified
below:

                             -----------------------
                                     (Name)


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

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

3.     The  undersigned  represents that the aforesaid shares are being acquired
for the account of the undersigned for investment and not with a view to, or for
resale in connection with, the distribution thereof and that the undersigned has
no  present  intention  of  distributing  or  reselling such shares.  In support
thereof,  the  undersigned  will  execute an Investment Representation Statement
upon  request  of  the  Company,  in form reasonably satisfactor to the company.


                                                -------------------------------
                                                (Signature)



- ---------------------
      (Date)

<PAGE>

                        ADDENDUM TO SERIES E- __ WARRANT
                                        TO
                         PURCHASE SHARES OF COMMON STOCK

                             PIGGYBACK REGISTRATION
                             ----------------------

     This  Addendum  is  attached  to  and  made  part  of a Series E Warrant to
Purchase  Shares  of  Common Stock, Warrant No.:     E -      (the "E Warrant"),
                                                        ------
made  as  of  this        day  of  April,  2006,  issued by the Company.  Unless
                  --------
otherwise defined in this Addendum, all capitalized terms used herein shall have
the  meanings  ascribed  to  them  in the E Warrant.  In the event of a conflict
between  this  Addendum  and  the  E  Warrant,  the terms of this Addendum shall
control.

     If  the Company, at any time after the Initial Exercise Date and before the
Expiration  Date  (the  "Exercise Period") registers (the "Registration") any of
its  securities  under  the Securities Act of 1933 (the "Securities Act"), other
than  by  way  of  Commission Forms S-4 or S-8, or any successor form to either,
whether or not for its own account, the Company shall give prompt written notice
thereof  to  the Holder and, if the Holder shall so request in writing within 20
days  after  receipt  of  any  such  notice,  the  Company shall include in each
Registration  all  Warrant  Shares  the  Holder  so  requests  to  be registered
thereunder,  as  well  as all shares of the Company's common stock issuable upon
conversion  of  the Holder's Series D Convertible Preferred Stock (the "SERIES D
SHARES").  The  Company  may,  in its sole discretion, include these shares in a
Registration  without  advance  notice  to,  and  consent  from,  the  Holder.

     All costs and expenses incident to the Company's registration of securities
under  the  Securities  Act, including, without limitation, all registration and
filing  fees,  fees and expenses of compliance with securities or blue sky laws,
printing  expenses,  messenger and delivery expenses, and fees and disbursements
of  counsel  for  the  Company and all independent certified public accountants,
underwriters (excluding discounts and commissions) and other persons retained by
the  Company,  shall,  to  the  extent permitted by applicable federal and state
securities  laws,  rules  and  regulations,  be  borne  by  the  Company.

     If  the  Registration  is an underwritten primary registration on behalf of
the Company and the managing underwriters advise the Company in writing that, in
their  opinion,  the  number  of  securities  requested  to  be  included in the
Registration  exceeds the number which can be sold in such offering, the Company
will  include  in  such  Registration (i) first, the securities that the Company
proposes  to  sell  and  (ii)  second,  the  Warrant  Shares and Series D Shares
requested  to  be  included  in  the  Registration  to  the  extent the managing
underwriter  includes  such  Warrant Shares and Series D Shares in the offering.

     If  the Registration is an underwritten secondary registration on behalf of
holders  of  the  Company's  securities and the managing underwriter advises the
Company  in  writing that, in its opinion, the number of securities requested to
be  included  in  the  Registration exceeds the number which can be sold in such
offering,  the  Company  will  include  in  such  Registration  (i)  first,  the
securities  requested  to  be  included  therein  by  the holders requesting the
Registration pursuant to a contractual right and (ii) second, the Warrant Shares
and  Series  D Shares requested to be included in the Registration to the extent
the  managing  underwriter  includes  such  shares  in  the  offering.

<PAGE>

     If  the  Warrant  Shares and Series D Shares are included in a Registration
effected  pursuant  to  the  terms  hereof, the Company shall indemnify and hold
harmless  the  Holder,  to  the  extent  permitted  by law, from and against all
losses,  claims,  damages,  liabilities  and  expenses  (including,  without
limitation,  reasonable attorneys' fees except as limited hereinafter insofar as
such losses, claims, damages, liabilities and expenses arise out of or are based
upon  any  untrue  or allegedly untrue statement of a material fact contained in
any  registration  statement,  prospectus  or  preliminary  prospectus  or  any
amendment  thereof  or  supplement thereto or arise out of or are based upon the
omission or alleged omission of a material fact required to be stated therein or
necessary  to  make the statements therein not misleading, except insofar as the
same  are  caused by or contained in any information furnished in writing to the
Company  by  the  Holder expressly for use therein or by the Holder's failure to
deliver  a  copy  of  the registration statement or prospectus or any amendments
thereof or supplements thereto after the Company has furnished the Holder with a
sufficient  number  of  copies  of  the same. In connection with an underwritten
offering,  the  Company  will  indemnify  each  underwriter,  its  officers  and
directors  and  each person who controls such underwriter (within the meaning of
the  Securities  Act)  to  the same extent as provided above with respect to the
indemnification  of  the Holder. The indemnifying disbursements required by this
paragraph  will  be  made  by  periodic  payments  during  the  course  of  the
investigation  or  defense, as and when bills are received or expenses incurred.

     If  the  Warrant Shares and Series D Shares are included in a Registration,
the  Holder  shall  furnish  to  the  Company  in  writing  such information and
affidavits  as  the  Company  reasonably requests for use in connection with any
such  registration  statement or prospectus and, to the extent permitted by law,
the  Holder  shall  indemnify  and  hold harmless the Company, its directors and
officers  and  each  person  who controls the Company (within the meaning of the
Securities  Act),  from and against all losses, claims, damages, liabilities and
expenses  (including,  without  limitation, reasonable attorneys' fees except as
limited  in  the  following  paragraph) insofar as such losses, claims, damages,
liabilities  and  expenses  arise out of or are based upon any untrue or alleged
untrue  statement  of  a  material fact contained in the registration statement,
prospectus  or  preliminary  prospectus  or  any amendment thereof or supplement
thereto  or arise out of or are based upon the omission or alleged omission of a
material  fact required to be stated therein or necessary to make the statements
therein  not  misleading,  but  only to the extent that such untrue statement or
omission is contained in any information or affidavit so furnished in writing by
the  Holder  and,  furthermore,  that the amount payable in connection with such
indemnification shall not exceed the net proceeds received by the Holder for the
Warrant  Shares  and  Series  D  Shares  owned  by  him  and  included  in  such
Registration.

     The  Holder's  rights and obligations under this Addendum as to the Warrant
Shares  are  independent  of  the  Holder's  rights  and  obligations under this
Addendum  as  to  the Series D Shares. If the Holder transfers this Warrant to a
transferee,  then  that  transferee  shall  succeed  to  all  of  the  Holder's
registration  rights and obligations under this Addendum relating to the Warrant
Shares.  If the Holder transfers his, her, or its Series D Convertible Preferred
Stock to a transferee, then that transferee shall succeed to all of the Holder's
registration rights and obligations under this Addendum relating to the Series D
Shares.

     Any  person entitled to indemnification will (a) give prompt written notice
to  the  indemnifying  party  of  any  claim  with  respect  to  which  it seeks
indemnification and (b) unless, in such indemnified party's reasonable judgment,
a  conflict  of  interest  between such indemnified and indemnifying parties may
exist  with  respect to such claim, permit such indemnifying party to assume the

<PAGE>

defense  of  such  claim with counsel reasonably satisfactory to the indemnified
party. If such defense is assumed, the indemnifying party will not be subject to
any  liability  for  any  settlement  made  by the indemnified party without its
consent  (but  such  consent will not be unreasonably withheld). An indemnifying
party  who  is  not entitled to, or elects not to, assume the defense of a claim
will  not  be obligated to pay the reasonable fees and expenses of more than one
counsel  for  all parties indemnified by such indemnifying party with respect to
such  claim,  unless,  in  the  reasonable  judgment of any indemnified party, a
conflict  of  interest may exist between such indemnified party and any other of
such  indemnified  parties  with  respect  to  such  claim.

     The  indemnification  provided  for  herein  will  remain in full force and
effect  regardless  of any investigation made by or on behalf of the indemnified
party  or  any officer, director or controlling person of such indemnified party
and  will  survive  the  transfer of the Warrant Shares and Series D Shares. The
Company  also agrees to make such provisions, as are reasonably requested by any
indemnified  party,  for  contribution  to such party in the event the Company's
indemnification is unavailable for any reason. If all or any part of the Warrant
Shares and Series D Shares are included in a Registration covered hereunder, the
Holder  shall enter into such agreements and shall provide the Company with such
information in connection with the Registration as shall be reasonably requested
by  the  Company  and  as  shall  be  necessary to comply with federal and state
securities  laws.

     IN  WITNESS WHEREOF, the Company has caused this Addendum to be executed on
its  behalf  by  one  of  its  officers  thereunto  duly  authorized.


                              CYTATION  CORPORATION



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

<PAGE>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.09
<SEQUENCE>9
<FILENAME>ex10-09.txt
<DESCRIPTION>FORM OF SERIES BD-1 COMMON STOCK PURCHASE WARRANT
<TEXT>
Exhibit 10.09


THIS  WARRANT  OR  THE  SHARES  OF  COMMON  STOCK ISSUABLE UPON EXERCISE OF THIS
WARRANT  HAVE  NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
OR  ANY STATE SECURITIES LAWS.  NO SALE, DISPOSITION OR EXERCISE MAY BE EFFECTED
WITHOUT (i) AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO, (ii) AN OPINION
OF  COUNSEL  FOR  THE  HOLDER, REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH
REGISTRATION  IS  NOT  REQUIRED, (iii) RECEIPT OF A NO-ACTION LETTER(S) FROM THE
APPROPRIATE  GOVERNMENTAL  AUTHORITY(IES),  OR (iv) OTHERWISE COMPLYING WITH THE
PROVISIONS  OF  SECTION  8  OF  THIS  WARRANT.
                ----------


                     SERIES BD-1 WARRANT TO PURCHASE  SHARES
                        OF COMMON STOCK (this "WARRANT")

Warrant No.:  BD-1- __

Cytation  Corporation,  a Delaware corporation (the "COMPANY"), hereby certifies
that,  for  value  received,  Midtown  Partners  &  Co.,  LLC (the "HOLDER"), or
registered  assigns,  is  the  registered holder of a warrant (the "WARRANT") to
subscribe  for  and  purchase                   shares  of  the  fully  paid and
                             -------------------
nonassessable  Common  Stock  (as  adjusted  pursuant  to  Section 4 hereof, the
                                                           ---------
"WARRANT  SHARES")  of  the  Company, at a price per share equal to seventy five
cents  ($0.75)(the  "WARRANT  PRICE," as adjusted pursuant to Section 4 hereof),
                                                              ---------
subject  to  the  provisions  and  upon the terms and conditions hereinafter set
forth.

     As  used  herein,  (a)  the  term  "COMMON  STOCK" shall mean the Company's
presently authorized Common Stock, par value $.001 per share, and any stock into
or  for which such Common Stock may hereafter be converted or exchanged, (b) the
term  "DATE  OF  GRANT"  shall  mean  January  18, 2006, and (c) the term "OTHER
WARRANTS"  shall  mean  any  warrant issued upon transfer or partial exercise of
this  Warrant.  The  term  "WARRANT"  as  used herein shall be deemed to include
Other  Warrants unless the context hereof or thereof clearly requires otherwise.
The  Warrant has been issued in connection with that certain Securities Purchase
and  Exchange  Agreement  of  even  date  herewith  (the  "PURCHASE AGREEMENT").

     1.     Term.  The  purchase  right  represented  by  this  Warrant  is
            ----
exercisable,  in whole or in part, at any time after the earlier of (a) the date
the Registration Statement on Form SB-2 (or an alternative available form if the
Company  is  not  eligible  to  file  a  Form  SB-2)  covering  the Warrants and
underlying  Warrant Shares is declared effective; or (b) twelve (12) months from
the Date of Grant (the "INITIAL EXERCISE DATE") and from time to time thereafter
through  and including the close of business on the date five (5) years from the
Initial  Exercise  Date  (the "EXPIRATION DATE"); provided, however, that in the
                                                  --------  -------
event that any portion of this Warrant is unexercised as of the Expiration Date,
the  terms  of  Section  2(b),  below,  shall  apply.
                -------------

     2.     Exercise;  Expiration;  Redemption.
            ----------------------------------

          a.  Method  of  Exercise; Payment; Issuance of New Warrant. Subject to
              ------------------------------------------------------
     Section  1  hereof,  the  purchase right represented by this Warrant may be
     ----------
     exercised  by  the holder hereof, in whole or in part and from time to time
     after the Initial Exercise Date, by the surrender of this Warrant (with the

<PAGE>

     notice  of exercise form attached hereto as Exhibit A duly executed) at the
     principal  office  of  the  Company and by the payment to the Company of an
     amount  equal to the then applicable Warrant Price multiplied by the number
     of  Warrant  Shares  then  being  purchased. The person or persons in whose
     name(s)  any  certificate(s)  representing  shares of Common Stock shall be
     issuable  upon  exercise of this Warrant shall be deemed to have become the
     holder(s) of record of, and shall be treated for all purposes as the record
     holder(s)  of,  the  shares  represented  thereby (and such shares shall be
     deemed  to  have been issued) immediately prior to the close of business on
     the date or dates upon which this Warrant is exercised. In the event of any
     exercise  of  the  rights represented by this Warrant, certificates for the
     shares  of  stock  so  purchased shall be delivered to the holder hereof as
     soon  as  possible  and  in  any  event  within thirty (30) days after such
     exercise  and,  unless this Warrant has been fully exercised, a new Warrant
     representing  the  portion  of  the Warrant Shares, if any, with respect to
     which  this Warrant shall not then have been exercised shall also be issued
     to  the  holder  hereof  as  soon  as possible and in any event within such
     thirty  (30)-day  period.

          b.  Expiration.  In  the  event  that  any  portion of this Warrant is
              ----------
     unexercised  as  of the Expiration Date, such portion of this Warrant shall
     automatically  expire,  and the Holder shall have no rights with respect to
     such  unexercised  portion  of  this  Warrant.

          c.  Maximum.  In no event shall any holder be entitled to exercise any
              -------
     Warrant  Shares  to  the  extent  that, after such exercise, the sum of the
     number  of  shares of Common Stock beneficially owned by any holder and its
     affiliates  (other  than  shares  of  Common  Stock  which  may  be  deemed
     beneficially  owned through the ownership of the unexercised portion of the
     Warrant  Shares  or  any  unexercised right held by any holder subject to a
     similar limitation), would result in beneficial ownership by any holder and
     its affiliates of more than 4.99% of the outstanding shares of Common Stock
     (after  taking into account the shares to be issued to the holder upon such
     exercise). For purposes of this Section 2(c), beneficial ownership shall be
                                     -----------
     determined  in accordance with Section 13(d) of the Securities Exchange Act
     of  1934,  as  amended.  Nothing  herein  shall  preclude  the  holder from
     disposing  of  a  sufficient  number  of  other  shares  of  Common  Stock
     beneficially  owned  by the holder so as to thereafter permit the continued
     exercise  of  this  Warrant.

          d. Cashless Exercise. Subject to the provisions hereof, at any time or
             -----------------
     from  time to time prior to the Expiration Date, the Holder shall also have
     the  right to exercise this Warrant or any portion thereof, without payment
     by  the  Holder  of  the  Warrant  Price in cash or any other consideration
     (other  than  the surrender of rights to receive Warrant Shares hereunder),
     as  provided  herein (a "CASHLESS EXERCISE"). Upon a Cashless Exercise with
     respect  to  a  particular number of Warrant Shares (the "EXCHANGED WARRANT
     SHARES"),  the  Company shall deliver to the Holder (without payment by the
     Holder  of the Warrant Price in cash or any other consideration (other than
     the  surrender  of rights to receive Common Stock hereunder) that number of
     Warrant  Shares  computed  using  the  following  formula:

                         X =     Y (A - B)
                                 ---------
                                      A

            Where:  X =  the number of Warrant Shares to be delivered to the
                         holder;

<PAGE>

                    Y =  the number of Exchanged Warrant Shares;

                    A =  the Fair Market Value of the Warrant Shares as
                         determined in accordance with Section 4.

                    B =  the Warrant Price (as adjusted through the Cashless
                         Exercise Date)

A  Cashless  Exercise  may  be  effected  by the Holder by the surrender of this
Warrant  as  provided  herein, together with a written statement specifying that
the  Holder  thereby  intends  to  effect a Cashless Exercise and indicating the
number  of  Exchanged Warrant Shares which are covered by the Cashless Exercise.
Such  Cashless  Exercise  shall be effective upon receipt by the Company of this
Warrant, together with the aforesaid written statement, or on such later date as
is specified therein (the "CASHLESS EXERCISE DATE").  The Company shall issue to
the Holder as of the Cashless Exercise Date a certificate for the Warrant Shares
issuable  upon  the  Cashless Exercise and, if applicable, a new warrant of like
tenor  evidencing  the  balance  of the Warrant Shares remaining subject to this
Warrant.

     3.     Intentionally  Omitted.

     4.     Adjustment  of  Warrant  Price and Number of Shares.  The number and
            ---------------------------------------------------
kind of securities purchasable upon the exercise of this Warrant and the Warrant
Price  shall  be  subject to adjustment from time to time upon the occurrence of
certain  events,  as  follows:

          a. Reclassification or Merger. In case of any reclassification, change
             --------------------------
     or  conversion  of  securities  of the class issuable upon exercise of this
     Warrant  (other  than  a  change  in par value, or from par value to no par
     value,  or  from no par value to par value, or as a result of a subdivision
     or  combination),  or  in  case  of  any merger of the Company with or into
     another  corporation (other than a merger with another corporation in which
     the  Company  is the acquiring and the surviving corporation and which does
     not  result  in  any  reclassification  or change of outstanding securities
     issuable  upon  exercise of this Warrant), or in case of any sale of all or
     substantially  all  of  the  assets  of  the  Company, the Company, or such
     successor or purchasing corporation, as the case may be, shall duly execute
     and  deliver  to  the  holder  of  this  Warrant a new Warrant (in form and
     substance  satisfactory  to the holder of this Warrant), so that the holder
     of  this Warrant shall have the right to receive, at a total purchase price
     not  to exceed that payable upon the exercise of the unexercised portion of
     this  Warrant,  and  in  lieu  of  the  shares  of Common Stock theretofore
     issuable  upon  exercise  of this Warrant, the kind and amount of shares of
     stock,  other  securities,  money  and  property  receivable  upon  such
     reclassification,  change  or merger by a holder of the number of shares of
     Common  Stock  then  purchasable under this Warrant. Such new Warrant shall
     provide  for  adjustments  that  shall  be  as  nearly equivalent as may be
     practicable  to  the  adjustments  provided  for  in  this  Section  4. The
                                                                 ----------
     provisions  of  this  Section  4(a)  shall  similarly  apply  to successive
                           -------------
     reclassifications,  changes,  mergers  and  transfers.  Notwithstanding the
     foregoing,  this  Section  4(a)  shall  not apply to the Reverse Merger (as
                       ------------
     defined  in  the Certificate of Designations, Preferences and Rights of the
     Series  A Convertible Preferred Stock (the "CERTIFICATE OF DESIGNATIONS")).

          b.  Subdivision  or  Combination  of Shares. If at any time while this
              ---------------------------------------
     Warrant  remains  outstanding  and unexpired the Company shall subdivide or

<PAGE>

     combine  its outstanding shares of Common Stock, the Warrant Price shall be
     proportionately  decreased in the case of a subdivision or increased in the
     case  of  a combination, effective at the close of business on the date the
     subdivision  or  combination  becomes  effective.

          c.  Stock  Dividends. If at any time while this Warrant is outstanding
              ----------------
     and unexpired the Company shall pay a dividend with respect to Common Stock
     payable in Common Stock, then the Warrant Price shall be adjusted, from and
     after  the  date  of determination of stockholders entitled to receive such
     dividend  or  distribution,  to  that  price  determined by multiplying the
     Warrant  Price in effect immediately prior to such date of determination by
     a  fraction  (i) the numerator of which shall be the total number of shares
     of  Common  Stock  outstanding immediately prior to such dividend, and (ii)
     the  denominator  of  which  shall  be the total number of shares of Common
     Stock  outstanding  immediately  after  such  dividend.

          d.  Rights Offerings. In case the Company shall, at any time after the
              ----------------
     Date  of  Grant, issue rights, options or warrants to the holders of equity
     securities  of  the  Company,  entitling  them to subscribe for or purchase
     shares  of  Common  Stock  (or  securities convertible or exchangeable into
     Common  Stock)(excluding  Exempt  Securities,  as  such  term is defined in
     Section  4(i)  below)  at  a  price  per share of Common Stock (or having a
     ------------
     conversion  or  exchange  price  per  share  of  Common Stock if a security
     convertible  or  exchangeable  into  Common  Stock)  less than the Series A
     Conversion  Price (as defined in the Certificate of Designations) per share
     of  Common  Stock  on  the  record  date  for such issuance (or the date of
     issuance, if there is no record date), the Warrant Price to be in effect on
     and  after such record date (or issuance date, as the case may be) shall be
     reduced,  concurrently  with  such  issue,  to  a  price  equal  to  the
     consideration  received  per  share in connection with the issuance of such
     Additional  Shares  of  Common Stock. In case such purchase or subscription
     price  may  be paid in part or in whole in a form other than cash, the fair
     value  of  such consideration shall be determined by the Board of Directors
     of  the  Company  in  good  faith  as  set  forth  in  a duly adopted board
     resolution  certified  by  the  Company's Secretary or Assistant Secretary.
     Such  adjustment  shall  be  made  successively  whenever  such an issuance
     occurs;  and  in  the  event  that  such  rights,  options,  warrants,  or
     convertible or exchangeable securities are not so issued or expire or cease
     to  be convertible or exchangeable before they are exercised, converted, or
     exchanged  (as  the  case  may  be),  then the Warrant Price shall again be
     adjusted  to  be  the  Warrant  Price  that would then be in effect if such
     issuance had not occurred; provided, however, that the Company shall adjust
                                --------  -------
     the number of Warrant Shares issued upon any exercise of this Warrant after
     the adjustment required pursuant to this Section 4(d) but prior to the date
                                              ------------
     such  subsequent adjustment is made, in order to equitably reflect the fact
     that  such  rights,  options,  warrants,  or  convertible  or  exchangeable
     securities  were  not  so  issued or expired or ceased to be convertible or
     exchangeable  before  they  were exercised, converted, or exchanged (as the
     case  may  be).

          e.  Other  Issuances  of  Securities.  In  case  the  Company  or  any
              --------------------------------
     Subsidiary  shall,  at  any  time  after the Date of Grant, issue shares of
     Common  Stock,  or rights, options, warrants or convertible or exchangeable
     securities  containing  the  right  to  subscribe for or purchase shares of
     Common  Stock  (excluding  (i)  shares,  rights,  options,  warrants,  or
     convertible  or  exchangeable  securities issued in any of the transactions
     described  in  Sections 4(b), 4(c), 4(d), or 4(f) above; (ii) shares issued
                    -------------  ----  ----     ----
     upon the exercise of such rights, options or warrants or upon conversion or
     exchange of such convertible or exchangeable securities; (iii) this Warrant
     and any shares issued upon exercise thereof; and (iv) Exempt Securities (as

<PAGE>

     defined  in  Section  4(i)  below)),  at  a price per share of Common Stock
     (determined  in  the case of such rights, options, warrants, or convertible
     or  exchangeable  securities by dividing (x) the total amount receivable by
     the  Company  in  consideration  of  the  sale and issuance of such rights,
     options,  warrants,  or  convertible  or  exchangeable securities, plus the
     total  minimum  consideration  payable  to  the  Company  upon  exercise,
     conversion,  or  exchange thereof by (y) the total maximum number of shares
     of  Common  Stock covered by such rights, options, warrants, or convertible
     or  exchangeable  securities)  lower than the Series A Conversion Price (as
     defined  in  Certificate  of Designations), then the Warrant Price shall be
     reduced,  concurrently  with  such  issue,  to  a  price  equal  to  the
     consideration  received  per  share in connection with the issuance of such
     Additional Shares of Common Stock. For the purposes of such adjustment, the
     maximum  number  of  shares  of  Common  Stock which the holder of any such
     rights,  options,  warrants or convertible or exchangeable securities shall
     be  entitled  to subscribe for or purchase shall be deemed to be issued and
     outstanding  as of the date of such sale and issuance and the consideration
     received  by  the  Company therefor shall be deemed to be the consideration
     received  by the Company for such rights, options, warrants, or convertible
     or  exchangeable  securities,  plus  the  minimum  consideration or premium
     stated  in  such  rights, options, warrants, or convertible or exchangeable
     securities  to  be  paid for the shares of Common Stock covered thereby. In
     case  the  Company  shall sell and issue shares of Common Stock, or rights,
     options, warrants, or convertible or exchangeable securities containing the
     right  to  subscribe  for  or  purchase  shares  of  Common  Stock  for  a
     consideration  consisting, in whole or in part, of property other than cash
     or its equivalent, then, in determining the price per share of Common Stock
     and  the  consideration  received  by the Company for purposes of the first
     sentence  of this Section 4(e), the Board of Directors of the Company shall
     determine,  in  good  faith,  the  fair  value  of  said property, and such
     determination  shall  be  described  in  a  duly  adopted  board resolution
     certified  by  the  Company's Secretary or Assistant Secretary. In case the
     Company  shall  sell and issue rights, options, warrants, or convertible or
     exchangeable  securities  containing the right to subscribe for or purchase
     shares  of Common Stock together with one (1) or more other securities as a
     part  of  a  unit  at  a price per unit, then, in determining the price per
     share  of  Common  Stock  and the consideration received by the Company for
     purposes of the first sentence of this Section 4(e), the Board of Directors
     of the Company shall determine, in good faith, which determination shall be
     described  in  a  duly  adopted board resolution certified by the Company's
     Secretary  or  Assistant  Secretary, the fair value of the rights, options,
     warrants, or convertible or exchangeable securities then being sold as part
     of  such  unit. Such adjustment shall be made successively whenever such an
     issuance  occurs,  and in the event that such rights, options, warrants, or
     convertible or exchangeable securities expire or cease to be convertible or
     exchangeable  before  they  are  exercised, converted, or exchanged (as the
     case may be), then the Warrant Price shall again be adjusted to the Warrant
     Price  that  would  then  be  in  effect  if such sale and issuance had not
     occurred,  but  such  subsequent  adjustment shall not affect the number of
     Warrant  Shares  issued  upon any exercise of the Warrant prior to the date
     such  subsequent  adjustment  is  made.

          f. Adjustment of Number of Shares. Upon each adjustment in the Warrant
             ------------------------------
     Price,  the  number  of  Warrant  Shares  purchasable  hereunder  shall  be
     adjusted,  to  the  nearest  whole  share,  to  the  product  obtained  by
     multiplying  the  number of Warrant Shares purchasable immediately prior to
     such  adjustment in the Warrant Price by a fraction, the numerator of which
     shall  be  the  Warrant  Price immediately prior to such adjustment and the
     denominator  of  which  shall  be the Warrant Price immediately thereafter.

<PAGE>

          g. Determination of Fair Market Value. For purposes of this Section 4,
             ----------------------------------                       ----------
     "FAIR MARKET VALUE" of a share of Common Stock as of a particular date (the
     "DETERMINATION  DATE")  shall mean (i) if shares of Common Stock are traded
     on  a national securities exchange (an "EXCHANGE"), the weighted average of
     the closing sale price of a share of the Common Stock of the Company on the
     last five (5) trading days prior to the Determination Date reported on such
     Exchange  as  reported in The Wall Street Journal (weighted with respect to
     the trading volume with respect to each such day); (ii) if shares of Common
     Stock  are  not  traded  on  an  Exchange but trade in the over-the-counter
     market and such shares are quoted on the National Association of Securities
     Dealers Automated Quotations System ("NASDAQ"), the weighted average of the
     closing  sale  price  of  a share of the Common Stock of the Company on the
     last  five  (5)  trading  days  prior to the Determination Date reported on
     NASDAQ as reported in The Wall Street Journal (weighted with respect to the
     trading  volume with respect to each such day); (iii) if such shares are an
     issue for which last sale prices are not reported on NASDAQ, the average of
     the  closing sale price, in each case on the last five (5) trading days (or
     if  the  relevant price or quotation did not exist on any of such days, the
     relevant  price  or  quotation  on the next preceding business day on which
     there  was  such  a  price or quotation) prior to the Determination Date as
     reported  by the Over the Counter Bulletin Board (the "OTCBB") or the "pink
     sheets" by the Pink Sheets, LLC; (iv) if no closing sales price is reported
     for  the Common Stock by the OTCBB or "pink sheets" by the Pink Sheets, LLC
     for such day, the average of the high and low bid and asked price of any of
     the  market  makers for the Common Stock as reported on the OTCBB or in the
     "pink sheets" by the Pink Sheets, LLC on the last five (5) trading days; or
     (v)  if  no  price  can  be determined on the basis of the above methods of
     valuation, then the judgment of valuation shall be determined in good faith
     by  the  Board  of  Directors  of the Company, which determination shall be
     described  in  a  duly  adopted board resolution certified by the Company's
     Secretary  or Assistant Secretary. If the Board of Directors of the Company
     is  unable to determine any Valuation (as defined below), or if the holders
     of  at least fifty percent (50%) of all of the Warrant Shares then issuable
     hereunder  (collectively,  the  "REQUESTING  HOLDERS")  disagree  with  the
     Board's  determination  of any Valuation by written notice delivered to the
     Company  within  five  (5) business days after the determination thereof by
     the  Board  of  Directors  of the Company is communicated to holders of the
     Warrants affected thereby, which notice specifies a majority-in-interest of
     the  Requesting  Holders' determination of such Valuation, then the Company
     and  a  majority-in-interest  of  the  Requesting  Holders  shall  select a
     mutually  acceptable  investment  banking firm of national reputation which
     has  not had a material relationship with the Company or any officer of the
     Company  within  the  preceding  two  (2) years, which shall determine such
     Valuation.  Such  investment banking firm's determination of such Valuation
     shall  be  final,  binding and conclusive on the Company and the holders of
     all  of  the  Warrants  issued  hereunder and then outstanding. Any and all
     costs  and  fees  of such investment banking firm shall be borne equally by
     the Company and the Requesting Holders, however, if the Valuation is within
     ninety  percent  (90%)  of  either  party's valuation, then the other party
     shall  pay  all  of the costs and fees of such investment banking firm. For
     purposes  of  this  Section  4(g),  the  term  "VALUATION"  shall  mean the
                         ------------
     determination,  to  be  made  initially  by  the  Board of Directors of the
     Company,  of  the  fair  market value per share of Common Stock pursuant to
     clause  (v)  above.

<PAGE>

          h.  Subsequent  Changes.  If,  at any time after any adjustment of the
              -------------------
     Warrant Price shall have been made hereunder as the result of any issuance,
     sale  or  grant  of  any  rights,  options,  warrants  or  convertible  or
     exchangeable  securities,  any  of  such rights, options or warrants or the
     rights  of  conversion  or  exchange  associated  with  such convertible or
     exchangeable  securities shall expire by their terms or any of such rights,
     options,  warrants  or  convertible  or  exchangeable  securities  shall be
     repurchased  by  the  Company  or  a  Subsidiary  for  a  consideration per
     underlying  share  of  Common  Stock  not  exceeding  the  amount  of  such
     consideration received by the Company in connection with the issuance, sale
     or  grant  of such rights, options, warrants or convertible or exchangeable
     securities,  the  Warrant Price then in effect shall forthwith be increased
     to the Warrant Price that would have been in effect if such expiring right,
     option  or  warrant or rights of conversion or exchange or such repurchased
     rights,  options,  warrants  or  convertible or exchangeable securities had
     never  been  issued. Similarly, if at any time after any such adjustment of
     the Warrant Price shall have been made pursuant to this Section 4 above (i)
                                                             ---------
     any additional aggregate consideration is received or becomes receivable by
     the  Company  in  connection  with the issuance or exercise of such rights,
     options,  warrants or convertible or exchangeable securities; or (ii) there
     is  a  reduction  in  the  conversion  or exchange ratio applicable to such
     convertible or exchangeable securities so that fewer shares of Common Stock
     will  be  issuable  upon  the  conversion or exchange thereof or there is a
     decrease  in the number of shares of Common Stock issuable upon exercise of
     such  rights,  options or warrants (except where such reduction or decrease
     results  from a combination of shares described in Section 4(b) above), the
                                                        ------------
     Warrant  Price  then in effect shall be forthwith readjusted to the Warrant
     Price  that  would  have been in effect had such changes taken place at the
     time  that  such  rights,  options, warrants or convertible or exchangeable
     securities  were  initially  issued, granted or sold. In no event shall any
     readjustment  under  this  Section  4(h) affect the validity of any Warrant
     Shares issued upon any exercise of this Warrant prior to such readjustment.

          i.  Excluded  Transactions.  Notwithstanding  the  foregoing, Sections
              ----------------------                                    --------
     4(c),  (d)  or 4(e) above shall not apply to: (i) the Company's offering of
     ----   ---     ----
     up  to 750,000 shares of Series A Convertible Preferred Stock, with related
     Series  A Warrants and Series B Warrants, and up to 76,201 shares of Series
     B  Convertible Preferred Stock and Series C Convertible Preferred Stock, in
     the  aggregate,  pursuant  to  the  Securities  Purchase and Share Exchange
     Agreement  of  even  date  herewith (the "OFFERING"); (ii) shares of Common
     Stock  issued or deemed issued to employees or directors of, or consultants
     to,  the  Company or any of its subsidiaries for services rendered pursuant
     to  a plan, agreement, or arrangement approved by the Board of Directors of
     the  Company  (including  5,000  shares of Common Stock per month issued or
     issuable  to  a  third party in connection with the provision of guarantees
     for  certain  obligations of the Company); (iii) the issuance of securities
     pursuant  to  the  conversion  or  exercise  of  convertible or exercisable
     securities  outstanding  on  the  date  hereof; (iv) shares of Common Stock
     issued  in  connection  with  any  stock  split  or stock dividend; (v) the
     issuance  of  Series  A  Convertible  Preferred Stock, Series B Convertible
     Preferred  Stock,  Series C Convertible Preferred Stock, Series A Warrants,
     Series B Warrants, Series C Warrants or Series D Warrant in connection with
     the  Offering;  (vi) the issuance of shares of Common Stock upon conversion
     or  exercise,  as  applicable, of the Series A Convertible Preferred Stock,
     Series B Convertible Preferred Stock, Series C Convertible Preferred Stock,
     Series A Warrants, Series B Warrants, Series C Warrants or Series D Warrant
     in  connection  with  the  Offering, in each case, provided the issuance is
     pursuant  to  the  terms  of  such  option  or  convertible security; (vii)

<PAGE>

     warrants  issued  to  Midtown  Partners  &  Co., LLC, as placement agent in
     connection  with  Offering, and shares of Common Stock issued in connection
     with the exercise thereof; (viii) shares of Common Stock issued or issuable
     in  connection with a bona fide joint venture or business acquisition of or
     by  the  Company, whether by merger, consolidation, sale of assets, sale or
     exchange  of  stock,  or  otherwise;  provided  that  any  such issuance is
     approved  by the Board of Directors, and, at the time of such issuance, the
     aggregate  of  that  issuance  and  similar issuances in the then preceding
     twelve  (12)  month  period  shall  not  exceed  ten  percent  (10%) of the
     then-outstanding  Common Stock of the Company (assuming full conversion and
     exercise  of  all convertible and exercisable securities); (ix) the Reverse
     Merger  (as  defined  in  the  Certificate  of Designations of the Series A
     Convertible  Preferred Stock); and (x) Series A Warrants issued pursuant to
     Section  2  of  the  Investor  Rights  Agreement of even date herewith (the
     "INVESTOR  RIGHTS  AGREEMENT")(collectively,  the  "EXEMPT  SECURITIES").

     5.  Notice  of  Adjustments.  Whenever  the  Warrant Price or the number of
         -----------------------
Warrant  Shares  purchasable  hereunder  shall be adjusted pursuant to Section 4
                                                                       ---------
hereof,  the  Company  shall deliver to the holder of this Warrant a certificate
signed  by  its chief financial officer setting forth, in reasonable detail, the
event  requiring  the  adjustment,  the  amount of the adjustment, the method by
which  such  adjustment  was calculated, and the Warrant Price and the number of
Warrant  Shares  purchasable  hereunder  after giving effect to such adjustment.

     6.  Piggyback Registration Rights. If the Company, at any time prior to the
         -----------------------------
Expiration Date, proposes to register (the "REGISTRATION") any of its securities
under the Securities Act of 1933 (the "SECURITIES ACT") (except registrations by
way of Commission Forms S-4 or S-8, or any successor thereto, or to qualify such
securities  under the securities laws of any state or register its securities in
connection with any warrant, option or employee benefit plan), the Company shall
give  prompt  written  notice  thereof to the Holder and, if the Holder shall so
request in writing within twenty (20) days after receipt of any such notice, the
Company  shall exercise all reasonable efforts to include among securities which
it  then  endeavors  to make the subject of a registration statement to be filed
under  the  Securities  Act  all  shares the Holder so requests to be registered
thereunder  (the  "DESIGNATED  SHARES") and to use its best efforts to cause all
such  registrations  to  be effected and to be kept effective until all sales or
distributions  contemplated in connection therewith are completed; provided that
the  Company shall not be obligated to keep such registration in effect for more
than  nine  months  from  the  effective date thereof. If the Company thereafter
determines  for  any  reason  in its sole discretion not to register or to delay
registration  of  its securities, the Company may, at its election, give written
notice  of  such  determination  to  the  Holder  and  shall  be relieved of any
obligation  to  register  any  Designated  Shares  in  connection  with  such
registration  or  in  case  of  a  determination to delay registration, shall be
permitted  to  delay  in  registration  of  the  Designated  Shares.

     All  costs  and  expenses  incident  to  the  Company's registration of the
Designated  Shares  under the Securities Act, including, without limitation, all
registration and filing fees, fees and expenses of compliance with securities or
blue  sky laws, printing expenses, messenger and delivery expenses, and fees and
disbursements  of  counsel  for the Company and all independent certified public
accountants,  underwriters  (excluding  discounts  and  commissions)  and  other
persons  retained  by  the Company, shall, to the extent permitted by applicable
federal  and  state  securities  laws,  rules  and  regulations, be borne by the
Company.

<PAGE>

     7.  Fractional  Shares. No fractional shares of Common Stock will be issued
         ------------------
in connection with any exercise hereunder, but in lieu of such fractional shares
the  Company  shall  make a cash payment therefor based on the fair market value
(as determined in accordance with Section 4(g) above) of a share of Common Stock
on  the date of exercise, or round up to the next whole number of shares, at the
Company's  option.

     8.   Compliance  with  Securities  Act  and  Investor  Rights  Agreement;
          --------------------------------------------------------------------
          Disposition  of  Warrant  or  Warrant  Shares.
          ---------------------------------------------

          a.  Compliance  with  Securities  Act.  The holder of this Warrant, by
              ---------------------------------
     acceptance  hereof, agrees that this Warrant and the shares of Common Stock
     to  be  issued  upon  exercise hereof are being acquired for investment and
     that such holder will not offer, sell or otherwise dispose of this Warrant,
     or  any  shares  of  Common  Stock to be issued upon exercise hereof except
     under  circumstances which will not result in a violation of the Securities
     Act.  Upon  exercise  of  this  Warrant, the holder hereof shall confirm in
     writing,  that  the  shares of Common Stock so purchased are being acquired
     for  investment  and  not  with  a view toward distribution or resale. This
     Warrant and all shares of Common Stock issued upon exercise of this Warrant
     (unless  registered under the Securities Act) shall be stamped or imprinted
     with  a  legend  in  substantially  the  following  form:

        "THE  SECURITIES  EVIDENCED  HEREBY  HAVE  NOT  BEEN  REGISTERED
         UNDER  THE  SECURITIES  ACT  OF  1933,  AS  AMENDED, OR ANY STATE
         SECURITIES  LAWS.  NO SALE OR DISPOSITION MAY BE EFFECTED WITHOUT
         (i)  AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO, (ii) AN
         OPINION OF COUNSEL FOR THE HOLDER, REASONABLY SATISFACTORY TO THE
         COMPANY, THAT SUCH REGISTRATION IS NOT REQUIRED, (iii) RECEIPT OF
         A  NO-ACTION  LETTER(S)  FROM  THE  APPROPRIATE  GOVERNMENTAL
         AUTHORITY(IES),  OR  (iv) OTHERWISE COMPLYING WITH THE PROVISIONS
         OF  SECTION  8  OF  THE WARRANT UNDER WHICH THESE SECURITIES WERE
         ISSUED  DIRECTLY  OR  INDIRECTLY."

In  addition,  in  connection  with  the  issuance  of  this Warrant, the holder
specifically represents to the Company by acceptance of this Warrant as follows:

          (1)  The  holder  is  aware  of  the  Company's  business  affairs and
     financial  condition,  and  has  acquired  information  about  the  Company
     sufficient  to reach an informed and knowledgeable decision to acquire this
     Warrant.  The  holder  is  acquiring  this  Warrant for its own account for
     investment  purposes  only  and  not  with  a view to, or for the resale in
     connection  with, any "distribution" thereof for purposes of the Securities
     Act.

          (2)  The  holder  understands that this Warrant and the Warrant Shares
     have  not  been  registered  under  the  Securities  Act in reliance upon a
     specific  exemption  therefrom,  which  exemption depends upon, among other
     things, the bona fide nature of the holder's investment intent as expressed
     herein. In this connection, the holder understands that, in the view of the
     SEC,  the  statutory  basis  for  such  exemption may be unavailable if the
     holder's  representation  was predicated solely upon a present intention to

<PAGE>

     hold  the  Warrant  and  the  Warrant  Shares for the minimum capital gains
     period  specified  under  applicable  tax laws, for a deferred sale, for or
     until  an  increase  or decrease in the market price of the Warrant and the
     Warrant  Shares,  or for a period of one (1) year or any other fixed period
     in  the  future.

          (3)  The  holder further understands that this Warrant and the Warrant
     Shares  must  be held indefinitely unless subsequently registered under the
     Securities  Act  and  any  applicable  state  securities  laws,  or  unless
     exemptions  from  registration  are  otherwise  available.

          (4)  The  holder  is  aware  of  the  provisions of Rule 144 and 144A,
     promulgated  under  the Securities Act, which, in substance, permit limited
     public  resale of "restricted securities" acquired, directly or indirectly,
     from  the  issuer  thereof  (or  from  an  affiliate  of such issuer), in a
     non-public  offering  subject to the satisfaction of certain conditions, if
     applicable,  including,  among  other  things:  the availability of certain
     public  information  about  the Company, the resale occurring not less than
     one  (1)  year after the party has purchased and paid for the securities to
     be  sold;  the sale being made through a broker in an unsolicited "broker's
     transaction"  or in transactions directly with a market maker (as said term
     is  defined  under the Securities Exchange Act of 1934, as amended) and the
     amount  of  securities  being  sold  during  any  three (3)month period not
     exceeding  the  specified  limitations  stated  therein.

          (5)  The holder further understands that at the time it wishes to sell
     this  Warrant  and  the  Warrant  Shares there may be no public market upon
     which  to  make  such  a  sale, and that, even if such a public market then
     exists,  the  Company  may not be satisfying the current public information
     requirements  of Rule 144 and 144A, and that, in such event, the holder may
     be  precluded  from  selling this Warrant and the Warrant Shares under Rule
     144  and  144A  even  if  the  one (1)-year minimum holding period has been
     satisfied.

          (6)  The holder further understands that, in the event that all of the
     requirements of Rule 144 and 144A are not satisfied, registration under the
     Securities  Act,  compliance  with Regulation A, or some other registration
     exemption  will  be  required; and that, notwithstanding the fact that Rule
     144  and  144A  are  not  exclusive, the Staff of the SEC has expressed its
     opinion  that  persons proposing to sell private placement securities other
     than  in  a registered offering and otherwise than pursuant to Rule 144 and
     144A  will  have  a  substantial  burden  of  proof in establishing that an
     exemption from registration is available for such offers or sales, and that
     such  persons  and  their  respective  brokers  who  participate  in  such
     transactions  do  so  at  their  own  risk.

          b.  Exchange.  This  Warrant  may be exchanged, without payment of any
              --------
     service  charge, for one (1) or more new Warrants of like tenor exercisable
     for  the  same aggregate number of shares of Common Stock upon surrender to
     the  Company  by  the  registered  holder  hereof  in  person  or  by legal
     representative or by attorney duly authorized in writing and, upon issuance
     of  the new Warrant or Warrants, the surrendered Warrant shall be cancelled
     and  disposed  of  by  the  Company.

          c.  Disposition  of  Warrant  or  Warrant  Shares. With respect to any
              ---------------------------------------------
     offer,  sale  or  other  disposition of this Warrant, or any Warrant Shares
     acquired  pursuant to the exercise of this Warrant prior to registration of
     such  Warrant  or  Warrant  Shares,  the  holder hereof and each subsequent
     holder  of  this Warrant agrees to give written notice to the Company prior
     thereto,  describing  briefly  the  manner thereof, together with a written
     opinion  of  such holder's counsel, if reasonably requested by the Company,

<PAGE>

     to  the  effect  that such offer, sale or other disposition may be effected
     without  registration or qualification (under the Securities Act as then in
     effect  or any federal or state law then in effect) of this Warrant or such
     Warrant  Shares  and  indicating  whether  or  not under the Securities Act
     certificates  for  this  Warrant  or  such  Warrant  Shares  to  be sold or
     otherwise  disposed  of  require  any  restrictive  legend as to applicable
     restrictions  on  transferability  in  order  to  ensure  compliance  with
     applicable laws. Promptly upon receiving such written notice and reasonably
     satisfactory  opinion,  if  so  requested,  the  Company,  as  promptly  as
     practicable,  shall  notify  such  holder  that  such  holder  may  sell or
     otherwise dispose of this Warrant or such Warrant Shares, all in accordance
     with  the  terms of the notice delivered to the Company. If a determination
     has been made pursuant to this Section 8(c) that the opinion of counsel for
                                    ------------
     the holder is not reasonably satisfactory to the Company, the Company shall
     so  notify  the  holder promptly after such determination has been made and
     neither  this  Warrant  nor  any  Warrant Shares shall be sold or otherwise
     disposed  of  until  such  disagreement  has  been  resolved. The foregoing
     notwithstanding,  this  Warrant  or  such Warrant Shares may (i) as to such
     federal  laws, be offered, sold or otherwise disposed of in accordance with
     Rule 144 and 144A under the Securities Act, provided that the Company shall
     have  been  furnished  with  such information as the Company may reasonably
     request  to  provide a reasonable assurance that the provisions of Rule 144
     and  144A  have  been  satisfied  and (ii) be offered, sold, distributed or
     otherwise  transferred  to  Affiliates of the Holder without regard to this
     Section  8(c),  but  only  if  the  Company  is in receipt of an opinion of
     -------------
     counsel  as  to the permissibility of such transfer under federal and state
     securities  laws and an investor representation letter from the transferee,
     in  form  and  substance  reasonably  satisfactory  to  the  Company.  Each
     certificate  representing  this  Warrant  or  the  Warrant  Shares  thus
     transferred (except a transfer pursuant to Rule 144) shall bear a legend as
     to  the  applicable  restrictions  on  transferability  in  order to ensure
     compliance  with such laws, unless, in the aforesaid opinion of counsel for
     the  holder, such legend is not required in order to ensure compliance with
     such laws. The Company may issue stop transfer instructions to its transfer
     agent  or,  if  acting  as  its  own  transfer  agent, the Company may stop
     transfer  on  its corporate books, in connection with such restrictions. As
     used  herein,  "AFFILIATE  OF  THE  HOLDER"  shall  mean  (x)  any  owner,
     shareholder, partner or member of the Holder, and (y) any other Person that
     directly  or indirectly, through one or more intermediaries, Controls or is
     Controlled  by  or  is  under  common  Control  with  the  Holder.

     9.     Rights  as Stockholders; Information.  No holder of this Warrant, as
            ------------------------------------
such,  shall  be entitled to vote or be deemed the holder of Common Stock or any
other  securities  of  the  Company  which  may  at  any time be issuable on the
exercise  hereof  for  any  purpose,  nor  shall  anything  contained  herein be
construed  to confer upon the holder of this Warrant, as such, any of the rights
of  a  stockholder  of  the Company or any right to vote for the election of the
directors  or  upon any matter submitted to stockholders at any meeting thereof,
or  to  receive notice of meetings, until this Warrant shall have been exercised
and  the  Warrant  Shares purchasable upon the exercise hereof shall have become
deliverable,  as  provided  herein.  The  foregoing notwithstanding, the Company
will  transmit  to  the  holder  of this Warrant such information, documents and
reports  as  are  generally distributed to the holders of any class or series of
the  securities of the Company concurrently with the distribution thereof to the
stockholders.

     10.  Intentionally  Omitted.

<PAGE>

     11.  Additional  Rights.
          ------------------

          11.1  Mergers.  In  the event that the Company undertakes to (i) sell,
                -------
     lease, exchange, convey or otherwise dispose of all or substantially all of
     its  property or business; or (ii) merge into or consolidate with any other
     corporation  (other  than  a  wholly-owned  Subsidiary),  or  effect  any
     transaction  (including  a  merger  or  other  reorganization) or series of
     related  transactions, in which more than fifty percent (50%) of the voting
     power  of the Company is disposed of, the Company will use its best efforts
     to  provide at least thirty (30) days notice to the holder of the terms and
     conditions  of  the  proposed transaction. The Company shall cooperate with
     the  holder in consummating the sale of this Warrant in connection with any
     such  transaction.

     12.  Intentionally  Omitted.

     13.  Modification  and Waiver. This Warrant and any provision hereof may be
          ------------------------
changed,  waived,  discharged  or  terminated  only  by an instrument in writing
signed  by  the  party  against  which  enforcement  of  the  same  is  sought.

     14.  Notices.  Unless  otherwise  specifically  provided  herein,  all
          -------
communications  under  this  Warrant  shall be in writing and shall be deemed to
have  been  duly  given  (i)  on the date of service if served personally on the
party  to whom notice is to be given; (ii) on the day of transmission if sent by
facsimile  transmission  to  the  number  shown on the books of the Company, and
telephonic  confirmation  of  receipt  is  obtained promptly after completion of
transmission;  (iii)  on  the  day  after delivery to Federal Express or similar
overnight  courier;  or  (iv)  on  the fifth day after mailing, if mailed to the
party  to  whom  notice  is  to  be  given,  by  first class mail, registered or
certified, postage prepaid, and properly addressed, return receipt requested, to
each  such  holder at its address as shown on the books of the Company or to the
Company at the address indicated therefor on the signature page of this Warrant.
Any  party  hereto  may  change  its  address for purposes of this Section 14 by
giving the other party written notice of the new address in the manner set forth
herein.

     15.  Binding  Effect  on Successors. This Warrant shall be binding upon any
          ------------------------------
corporation  succeeding  the  Company by merger, consolidation or acquisition of
all  or substantially all of the Company's assets, and all of the obligations of
the  Company  relating  to  the  Common  Stock  issuable  upon  the  exercise or
conversion  of  this  Warrant  shall  survive  the  exercise,  conversion  and
termination  of  this  Warrant  and  all  of the covenants and agreements of the
Company  shall  inure to the benefit of the successors and assigns of the holder
hereof.  The  Company  will,  at  the time of the exercise or conversion of this
Warrant,  in  whole  or  in  part,  upon request of the holder hereof but at the
Company's  expense,  acknowledge  in  writing  its  continuing obligation to the
holder hereof in respect of any rights to which the holder hereof shall continue
to  be  entitled  after  such  exercise  or  conversion  in accordance with this
Warrant;  provided,  however,  that the failure of the holder hereof to make any
          --------   -------
such  request  shall  not affect the continuing obligation of the Company to the
holder  hereof  in  respect  of  such  rights.

     16.  Lost  Warrants  or  Stock  Certificates.  The Company covenants to the
          ---------------------------------------
holder  hereof  that,  upon  receipt  of evidence reasonably satisfactory to the
Company  of  the  loss,  theft, destruction or mutilation of this Warrant or any

<PAGE>

stock  certificate  and,  in  the  case  of any loss, theft or destruction, upon
receipt of an executed lost securities bond or indemnity reasonably satisfactory
to  the  Company,  or  in  the  case  of  any such mutilation upon surrender and
cancellation  of  such  Warrant  or stock certificate, the Company will make and
deliver  a new Warrant or stock certificate, of like tenor, in lieu of the lost,
stolen,  destroyed  or  mutilated  Warrant  or  stock  certificate.

     17.  Descriptive  Headings.  The  descriptive  headings  of  the  several
          ---------------------
paragraphs  of  this  Warrant  are  inserted  for  convenience  only  and do not
constitute  a  part  of  this  Warrant.

     18.  Governing  Law.  This  Warrant  shall  be  construed  and  enforced in
          --------------
accordance with, and the rights of the parties shall be governed by, the laws of
the  State  of  Florida.

     19.  Intentionally  Omitted.

     20.  Remedies.  In case any one (1) or more of the covenants and agreements
          --------
contained  in  this Warrant shall have been breached, the holders hereof (in the
case  of  a breach by the Company), or the Company (in the case of a breach by a
holder),  may  proceed to protect and enforce their or its rights either by suit
in  equity and/or by action at law, including, but not limited to, an action for
damages as a result of any such breach and/or an action for specific performance
of  any  such  covenant  or  agreement  contained  in  this  Warrant.

     21.  Acceptance.  Receipt  of  this  Warrant  by  the  holder  hereof shall
          ----------
constitute  acceptance  of  and agreement to the foregoing terms and conditions.

     22.  No  Impairment  of  Rights.  The Company will not, by amendment of its
          --------------------------
Certificate  of Incorporation or through any other means, avoid or seek to avoid
the  observance  or performance of any of the terms of this Warrant, but will at
all  times in good faith assist in the carrying out of all such terms and in the
taking of all such action as may be necessary or appropriate in order to protect
the  rights  of  the  holder  of  this  Warrant  against  impairment.

     IN  WITNESS  WHEREOF, the Company has caused this Warrant to be executed on
its  behalf  by  one  of  its  officers  thereunto  duly  authorized.


Dated: January   , 2006           CYTATION CORPORATION
              ---

                                  -------------------------------------------
                                  Charles G. Masters, Chief Executive Officer


                          NOTICE TO FLORIDA RESIDENTS:
          -----------------------------------------------------------
     WHERE  SALES ARE MADE TO FIVE OR MORE PERSONS IN FLORIDA (EXCLUDING CERTAIN
INSTITUTIONAL  PURCHASERS  DESCRIBED  IN  SECTION  517.061(7)  OF  THE  FLORIDA
SECURITIES AND INVESTOR PROTECTION ACT) (THE "ACT"), ANY SUCH SALE MADE PURSUANT
TO  SECTION  517.061(11)  OF  THE  ACT SHALL BE VOIDABLE BY THE PURCHASER EITHER
WITHIN  THREE  DAYS  AFTER  THE  FIRST  TENDER  OF CONSIDERATION IS MADE BY SUCH
PURCHASER TO THE ISSUER, OR AN AGENT OF THE ISSUER, OR AN ESCROW AGENT OR WITHIN
THREE  DAYS  AFTER  THE  AVAILABILITY  OF THAT PRIVILEGE IS COMMUNICATED TO SUCH
PURCHASER,  WHICHEVER  OCCURS  LATER.

<PAGE>

                                    EXHIBIT A
                               NOTICE OF EXERCISE



To:

1.     The  undersigned hereby elects to purchase      shares of Common Stock of
                                                 ------
          .  pursuant to the terms of the attached Warrant, and tenders herewith
- ----------
payment  of  the  purchase  price  of  such  shares  in  full.

2.     Please  issue  a  certificate or certificates representing said shares in
the  name  of  the  undersigned  or in such other name or names as are specified
below:

                         ---------------------------
                                  (Name)


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

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

3.     The  undersigned  represents that the aforesaid shares are being acquired
for the account of the undersigned for investment and not with a view to, or for
resale in connection with, the distribution thereof and that the undersigned has
no  present  intention  of  distributing  or  reselling such shares.  In support
thereof, the undersigned shall execute an Investment Representation Statement in
form  reasonably  acceptable  to  the  Company.


                                          ---------------------------------
                                         (Signature)



- --------------------------
      (Date)

<PAGE>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.10
<SEQUENCE>10
<FILENAME>ex10-10.txt
<DESCRIPTION>FORM OF SERIES BD-2 COMMON STOCK PURCHASE WARRANT
<TEXT>
Exhibit 10.10



THIS  WARRANT  OR  THE  SHARES  OF  COMMON  STOCK ISSUABLE UPON EXERCISE OF THIS
WARRANT  HAVE  NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
OR  ANY STATE SECURITIES LAWS.  NO SALE, DISPOSITION OR EXERCISE MAY BE EFFECTED
WITHOUT (i) AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO, (ii) AN OPINION
OF  COUNSEL  FOR  THE  HOLDER, REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH
REGISTRATION  IS  NOT  REQUIRED, (iii) RECEIPT OF A NO-ACTION LETTER(S) FROM THE
APPROPRIATE  GOVERNMENTAL  AUTHORITY(IES),  OR (iv) OTHERWISE COMPLYING WITH THE
PROVISIONS  OF  SECTION  8  OF  THIS  WARRANT.
                ----------


                     SERIES BD-2 WARRANT TO PURCHASE  SHARES
                        OF COMMON STOCK (this "WARRANT")

Warrant No.:  BD-2- __

Cytation  Corporation,  a Delaware corporation (the "COMPANY"), hereby certifies
that,  for  value  received,  Midtown  Partners  &  Co.,  LLC (the "HOLDER"), or
registered  assigns,  is  the  registered holder of a warrant (the "WARRANT") to
subscribe  for  and  purchase                   shares  of  the  fully  paid and
                             -------------------
nonassessable  Common  Stock  (as  adjusted  pursuant  to  Section 4 hereof, the
                                                           ---------
"WARRANT  SHARES")  of the Company, at a price per share equal to one dollar and
fifty  cents  ($1.50)(the  "WARRANT  PRICE,"  as  adjusted pursuant to Section 4
                                                                       ---------
hereof), subject to the provisions and upon the terms and conditions hereinafter
set  forth.

     As  used  herein,  (a)  the  term  "COMMON  STOCK" shall mean the Company's
presently authorized Common Stock, par value $.001 per share, and any stock into
or  for which such Common Stock may hereafter be converted or exchanged, (b) the
term  "DATE  OF  GRANT"  shall  mean  January    , 2006, and (c) the term "OTHER
                                             ----
WARRANTS"  shall  mean  any  warrant issued upon transfer or partial exercise of
this  Warrant.  The  term  "WARRANT"  as  used herein shall be deemed to include
Other  Warrants unless the context hereof or thereof clearly requires otherwise.
The  Warrant has been issued in connection with that certain Securities Purchase
and  Exchange  Agreement  of  even  date  herewith  (the  "PURCHASE AGREEMENT").

     1.     Term.  The  purchase  right  represented  by  this  Warrant  is
            ----
exercisable,  in whole or in part, at any time after the earlier of (a) the date
the Registration Statement on Form SB-2 (or an alternative available form if the
Company  is  not  eligible  to  file  a  Form  SB-2)  covering  the Warrants and
underlying  Warrant Shares is declared effective; or (b) twelve (12) months from
the Date of Grant (the "INITIAL EXERCISE DATE") and from time to time thereafter
through  and including the close of business on the date five (5) years from the
Initial  Exercise  Date  (the "EXPIRATION DATE"); provided, however, that in the
                                                  --------  -------
event that any portion of this Warrant is unexercised as of the Expiration Date,
the  terms  of  Section  2(b),  below,  shall  apply.
                -------------

     2.     Exercise;  Expiration;  Redemption.
            ----------------------------------

          a.  Method  of  Exercise; Payment; Issuance of New Warrant. Subject to
              ------------------------------------------------------
     Section  1  hereof,  the  purchase right represented by this Warrant may be
     ----------
     exercised  by  the holder hereof, in whole or in part and from time to time
     after the Initial Exercise Date, by the surrender of this Warrant (with the

<PAGE>

     notice  of exercise form attached hereto as Exhibit A duly executed) at the
     principal  office  of  the  Company and by the payment to the Company of an
     amount  equal to the then applicable Warrant Price multiplied by the number
     of  Warrant  Shares  then  being  purchased. The person or persons in whose
     name(s)  any  certificate(s)  representing  shares of Common Stock shall be
     issuable  upon  exercise of this Warrant shall be deemed to have become the
     holder(s) of record of, and shall be treated for all purposes as the record
     holder(s)  of,  the  shares  represented  thereby (and such shares shall be
     deemed  to  have been issued) immediately prior to the close of business on
     the date or dates upon which this Warrant is exercised. In the event of any
     exercise  of  the  rights represented by this Warrant, certificates for the
     shares  of  stock  so  purchased shall be delivered to the holder hereof as
     soon  as  possible  and  in  any  event  within thirty (30) days after such
     exercise  and,  unless this Warrant has been fully exercised, a new Warrant
     representing  the  portion  of  the Warrant Shares, if any, with respect to
     which  this Warrant shall not then have been exercised shall also be issued
     to  the  holder  hereof  as  soon  as possible and in any event within such
     thirty  (30)-day  period.

          b.  Expiration.  In  the  event  that  any  portion of this Warrant is
              ----------
     unexercised  as  of the Expiration Date, such portion of this Warrant shall
     automatically  expire,  and the Holder shall have no rights with respect to
     such  unexercised  portion  of  this  Warrant.

          c.  Maximum.  In no event shall any holder be entitled to exercise any
              -------
     Warrant  Shares  to  the  extent  that, after such exercise, the sum of the
     number  of  shares of Common Stock beneficially owned by any holder and its
     affiliates  (other  than  shares  of  Common  Stock  which  may  be  deemed
     beneficially  owned through the ownership of the unexercised portion of the
     Warrant  Shares  or  any  unexercised right held by any holder subject to a
     similar limitation), would result in beneficial ownership by any holder and
     its affiliates of more than 4.99% of the outstanding shares of Common Stock
     (after  taking into account the shares to be issued to the holder upon such
     exercise). For purposes of this Section 2(c), beneficial ownership shall be
     determined  in accordance with Section 13(d) of the Securities Exchange Act
     of  1934,  as  amended.  Nothing  herein  shall  preclude  the  holder from
     disposing  of  a  sufficient  number  of  other  shares  of  Common  Stock
     beneficially  owned  by the holder so as to thereafter permit the continued
     exercise  of  this  Warrant.

          d. Cashless Exercise. Subject to the provisions hereof, at any time or
             -----------------
     from  time to time prior to the Expiration Date, the Holder shall also have
     the  right to exercise this Warrant or any portion thereof, without payment
     by  the  Holder  of  the  Warrant  Price in cash or any other consideration
     (other  than  the surrender of rights to receive Warrant Shares hereunder),
     as  provided  herein (a "CASHLESS EXERCISE"). Upon a Cashless Exercise with
     respect  to  a  particular number of Warrant Shares (the "EXCHANGED WARRANT
     SHARES"),  the  Company shall deliver to the Holder (without payment by the
     Holder  of the Warrant Price in cash or any other consideration (other than
     the  surrender  of rights to receive Common Stock hereunder) that number of
     Warrant  Shares  computed  using  the  following  formula:

                        X =     Y (A - B)
                                ---------
                                     A

       Where:   X =  the number of Warrant Shares to be delivered to the holder;

<PAGE>

                Y =  the number of Exchanged Warrant Shares;

                A =  the Fair Market Value of the Warrant Shares as determined
                     in accordance with Section 4.

                B =  the Warrant Price (as adjusted through the Cashless
                     Exercise Date)

A  Cashless  Exercise  may  be  effected  by the Holder by the surrender of this
Warrant  as  provided  herein, together with a written statement specifying that
the  Holder  thereby  intends  to  effect a Cashless Exercise and indicating the
number  of  Exchanged Warrant Shares which are covered by the Cashless Exercise.
Such  Cashless  Exercise  shall be effective upon receipt by the Company of this
Warrant, together with the aforesaid written statement, or on such later date as
is specified therein (the "CASHLESS EXERCISE DATE").  The Company shall issue to
the Holder as of the Cashless Exercise Date a certificate for the Warrant Shares
issuable  upon  the  Cashless Exercise and, if applicable, a new warrant of like
tenor  evidencing  the  balance  of the Warrant Shares remaining subject to this
Warrant.

     3.     Intentionally  Omitted.

     4.     Adjustment  of  Warrant  Price and Number of Shares.  The number and
            ---------------------------------------------------
kind of securities purchasable upon the exercise of this Warrant and the Warrant
Price  shall  be  subject to adjustment from time to time upon the occurrence of
certain  events,  as  follows:

          a. Reclassification or Merger. In case of any reclassification, change
             --------------------------
     or  conversion  of  securities  of the class issuable upon exercise of this
     Warrant  (other  than  a  change  in par value, or from par value to no par
     value,  or  from no par value to par value, or as a result of a subdivision
     or  combination),  or  in  case  of  any merger of the Company with or into
     another  corporation (other than a merger with another corporation in which
     the  Company  is the acquiring and the surviving corporation and which does
     not  result  in  any  reclassification  or change of outstanding securities
     issuable  upon  exercise of this Warrant), or in case of any sale of all or
     substantially  all  of  the  assets  of  the  Company, the Company, or such
     successor or purchasing corporation, as the case may be, shall duly execute
     and  deliver  to  the  holder  of  this  Warrant a new Warrant (in form and
     substance  satisfactory  to the holder of this Warrant), so that the holder
     of  this Warrant shall have the right to receive, at a total purchase price
     not  to exceed that payable upon the exercise of the unexercised portion of
     this  Warrant,  and  in  lieu  of  the  shares  of Common Stock theretofore
     issuable  upon  exercise  of this Warrant, the kind and amount of shares of
     stock,  other  securities,  money  and  property  receivable  upon  such
     reclassification,  change  or merger by a holder of the number of shares of
     Common  Stock  then  purchasable under this Warrant. Such new Warrant shall
     provide  for  adjustments  that  shall  be  as  nearly equivalent as may be
     practicable  to  the  adjustments  provided  for  in  this  Section  4. The
                                                                 ----------
     provisions  of  this  Section  4(a)  shall  similarly  apply  to successive
                           ------------
     reclassifications,  changes,  mergers  and  transfers.  Notwithstanding the
     foregoing,  this  Section  4(a)  shall  not apply to the Reverse Merger (as
                       ------------
     defined  in  the Certificate of Designations, Preferences and Rights of the
     Series  A Convertible Preferred Stock (the "CERTIFICATE OF DESIGNATIONS")).

          b.  Subdivision  or  Combination  of Shares. If at any time while this
              ---------------------------------------
     Warrant  remains  outstanding  and unexpired the Company shall subdivide or
     combine  its outstanding shares of Common Stock, the Warrant Price shall be

<PAGE>

     proportionately  decreased in the case of a subdivision or increased in the
     case  of  a combination, effective at the close of business on the date the
     subdivision  or  combination  becomes  effective.

          c.  Stock  Dividends. If at any time while this Warrant is outstanding
              ----------------
     and unexpired the Company shall pay a dividend with respect to Common Stock
     payable in Common Stock, then the Warrant Price shall be adjusted, from and
     after  the  date  of determination of stockholders entitled to receive such
     dividend  or  distribution,  to  that  price  determined by multiplying the
     Warrant  Price in effect immediately prior to such date of determination by
     a  fraction  (i) the numerator of which shall be the total number of shares
     of  Common  Stock  outstanding immediately prior to such dividend, and (ii)
     the  denominator  of  which  shall  be the total number of shares of Common
     Stock  outstanding  immediately  after  such  dividend.

          d.  Rights Offerings. In case the Company shall, at any time after the
              ----------------
     Date  of  Grant, issue rights, options or warrants to the holders of equity
     securities  of  the  Company,  entitling  them to subscribe for or purchase
     shares  of  Common  Stock  (or  securities convertible or exchangeable into
     Common  Stock)(excluding  Exempt  Securities,  as  such  term is defined in
     Section  4(i)  below)  at  a  price  per share of Common Stock (or having a
     conversion  or  exchange  price  per  share  of  Common Stock if a security
     convertible  or  exchangeable  into  Common  Stock)  less than the Series A
     Conversion  Price (as defined in the Certificate of Designations) per share
     of  Common  Stock  on  the  record  date  for such issuance (or the date of
     issuance, if there is no record date), the Warrant Price to be in effect on
     and  after such record date (or issuance date, as the case may be) shall be
     reduced,  concurrently  with  such  issue,  to  a  price  equal  to  the
     consideration  received  per  share in connection with the issuance of such
     Additional  Shares  of  Common Stock. In case such purchase or subscription
     price  may  be paid in part or in whole in a form other than cash, the fair
     value  of  such consideration shall be determined by the Board of Directors
     of  the  Company  in  good  faith  as  set  forth  in  a duly adopted board
     resolution  certified  by  the  Company's Secretary or Assistant Secretary.
     Such  adjustment  shall  be  made  successively  whenever  such an issuance
     occurs;  and  in  the  event  that  such  rights,  options,  warrants,  or
     convertible or exchangeable securities are not so issued or expire or cease
     to  be convertible or exchangeable before they are exercised, converted, or
     exchanged  (as  the  case  may  be),  then the Warrant Price shall again be
     adjusted  to  be  the  Warrant  Price  that would then be in effect if such
     issuance had not occurred; provided, however, that the Company shall adjust
     the number of Warrant Shares issued upon any exercise of this Warrant after
     the adjustment required pursuant to this Section 4(d) but prior to the date
     such  subsequent adjustment is made, in order to equitably reflect the fact
     that  such  rights,  options,  warrants,  or  convertible  or  exchangeable
     securities  were  not  so  issued or expired or ceased to be convertible or
     exchangeable  before  they  were exercised, converted, or exchanged (as the
     case  may  be).

          e.  Other  Issuances  of  Securities.  In  case  the  Company  or  any
              --------------------------------
     Subsidiary  shall,  at  any  time  after the Date of Grant, issue shares of
     Common  Stock,  or rights, options, warrants or convertible or exchangeable
     securities  containing  the  right  to  subscribe for or purchase shares of
     Common  Stock  (excluding  (i)  shares,  rights,  options,  warrants,  or
     convertible  or  exchangeable  securities issued in any of the transactions
     described  in  Sections 4(b), 4(c), 4(d), or 4(f) above; (ii) shares issued
                    ------------   ----  ----     ---
     upon the exercise of such rights, options or warrants or upon conversion or

<PAGE>

     exchange of such convertible or exchangeable securities; (iii) this Warrant
     and any shares issued upon exercise thereof; and (iv) Exempt Securities (as
     defined  in  Section  4(i)  below)),  at  a price per share of Common Stock
                  ------------
     (determined  in  the case of such rights, options, warrants, or convertible
     or  exchangeable  securities by dividing (x) the total amount receivable by
     the  Company  in  consideration  of  the  sale and issuance of such rights,
     options,  warrants,  or  convertible  or  exchangeable securities, plus the
     total  minimum  consideration  payable  to  the  Company  upon  exercise,
     conversion,  or  exchange thereof by (y) the total maximum number of shares
     of  Common  Stock covered by such rights, options, warrants, or convertible
     or  exchangeable  securities)  lower than the Series A Conversion Price (as
     defined  in  Certificate  of Designations), then the Warrant Price shall be
     reduced,  concurrently  with  such  issue,  to  a  price  equal  to  the
     consideration  received  per  share in connection with the issuance of such
     Additional Shares of Common Stock. For the purposes of such adjustment, the
     maximum  number  of  shares  of  Common  Stock which the holder of any such
     rights,  options,  warrants or convertible or exchangeable securities shall
     be  entitled  to subscribe for or purchase shall be deemed to be issued and
     outstanding  as of the date of such sale and issuance and the consideration
     received  by  the  Company therefor shall be deemed to be the consideration
     received  by the Company for such rights, options, warrants, or convertible
     or  exchangeable  securities,  plus  the  minimum  consideration or premium
     stated  in  such  rights, options, warrants, or convertible or exchangeable
     securities  to  be  paid for the shares of Common Stock covered thereby. In
     case  the  Company  shall sell and issue shares of Common Stock, or rights,
     options, warrants, or convertible or exchangeable securities containing the
     right  to  subscribe  for  or  purchase  shares  of  Common  Stock  for  a
     consideration  consisting, in whole or in part, of property other than cash
     or its equivalent, then, in determining the price per share of Common Stock
     and  the  consideration  received  by the Company for purposes of the first
     sentence  of this Section 4(e), the Board of Directors of the Company shall
                       -----------
     determine,  in  good  faith,  the  fair  value  of  said property, and such
     determination  shall  be  described  in  a  duly  adopted  board resolution
     certified  by  the  Company's Secretary or Assistant Secretary. In case the
     Company  shall  sell and issue rights, options, warrants, or convertible or
     exchangeable  securities  containing the right to subscribe for or purchase
     shares  of Common Stock together with one (1) or more other securities as a
     part  of  a  unit  at  a price per unit, then, in determining the price per
     share  of  Common  Stock  and the consideration received by the Company for
     purposes of the first sentence of this Section 4(e), the Board of Directors
                                            -----------
     of the Company shall determine, in good faith, which determination shall be
     described  in  a  duly  adopted board resolution certified by the Company's
     Secretary  or  Assistant  Secretary, the fair value of the rights, options,
     warrants, or convertible or exchangeable securities then being sold as part
     of  such  unit. Such adjustment shall be made successively whenever such an
     issuance  occurs,  and in the event that such rights, options, warrants, or
     convertible or exchangeable securities expire or cease to be convertible or
     exchangeable  before  they  are  exercised, converted, or exchanged (as the
     case may be), then the Warrant Price shall again be adjusted to the Warrant
     Price  that  would  then  be  in  effect  if such sale and issuance had not
     occurred,  but  such  subsequent  adjustment shall not affect the number of
     Warrant  Shares  issued  upon any exercise of the Warrant prior to the date
     such  subsequent  adjustment  is  made.

          f. Adjustment of Number of Shares. Upon each adjustment in the Warrant
             ------------------------------
     Price,  the  number  of  Warrant  Shares  purchasable  hereunder  shall  be
     adjusted,  to  the  nearest  whole  share,  to  the  product  obtained  by
     multiplying  the  number of Warrant Shares purchasable immediately prior to
     such  adjustment in the Warrant Price by a fraction, the numerator of which

<PAGE>

     shall  be  the  Warrant  Price immediately prior to such adjustment and the
     denominator  of  which  shall  be the Warrant Price immediately thereafter.

          g. Determination of Fair Market Value. For purposes of this Section 4,
             ----------------------------------                       ---------
     "FAIR MARKET VALUE" of a share of Common Stock as of a particular date (the
     "DETERMINATION  DATE")  shall mean (i) if shares of Common Stock are traded
     on  a national securities exchange (an "EXCHANGE"), the weighted average of
     the closing sale price of a share of the Common Stock of the Company on the
     last five (5) trading days prior to the Determination Date reported on such
     Exchange  as  reported in The Wall Street Journal (weighted with respect to
     the trading volume with respect to each such day); (ii) if shares of Common
     Stock  are  not  traded  on  an  Exchange but trade in the over-the-counter
     market and such shares are quoted on the National Association of Securities
     Dealers Automated Quotations System ("NASDAQ"), the weighted average of the
     closing  sale  price  of  a share of the Common Stock of the Company on the
     last  five  (5)  trading  days  prior to the Determination Date reported on
     NASDAQ as reported in The Wall Street Journal (weighted with respect to the
     trading  volume with respect to each such day); (iii) if such shares are an
     issue for which last sale prices are not reported on NASDAQ, the average of
     the  closing sale price, in each case on the last five (5) trading days (or
     if  the  relevant price or quotation did not exist on any of such days, the
     relevant  price  or  quotation  on the next preceding business day on which
     there  was  such  a  price or quotation) prior to the Determination Date as
     reported  by the Over the Counter Bulletin Board (the "OTCBB") or the "pink
     sheets" by the Pink Sheets, LLC; (iv) if no closing sales price is reported
     for  the Common Stock by the OTCBB or "pink sheets" by the Pink Sheets, LLC
     for such day, the average of the high and low bid and asked price of any of
     the  market  makers for the Common Stock as reported on the OTCBB or in the
     "pink sheets" by the Pink Sheets, LLC on the last five (5) trading days; or
     (v)  if  no  price  can  be determined on the basis of the above methods of
     valuation, then the judgment of valuation shall be determined in good faith
     by  the  Board  of  Directors  of the Company, which determination shall be
     described  in  a  duly  adopted board resolution certified by the Company's
     Secretary  or Assistant Secretary. If the Board of Directors of the Company
     is  unable to determine any Valuation (as defined below), or if the holders
     of  at least fifty percent (50%) of all of the Warrant Shares then issuable
     hereunder  (collectively,  the  "REQUESTING  HOLDERS")  disagree  with  the
     Board's  determination  of any Valuation by written notice delivered to the
     Company  within  five  (5) business days after the determination thereof by
     the  Board  of  Directors  of the Company is communicated to holders of the
     Warrants affected thereby, which notice specifies a majority-in-interest of
     the  Requesting  Holders' determination of such Valuation, then the Company
     and  a  majority-in-interest  of  the  Requesting  Holders  shall  select a
     mutually  acceptable  investment  banking firm of national reputation which
     has  not had a material relationship with the Company or any officer of the
     Company  within  the  preceding  two  (2) years, which shall determine such
     Valuation.  Such  investment banking firm's determination of such Valuation
     shall  be  final,  binding and conclusive on the Company and the holders of
     all  of  the  Warrants  issued  hereunder and then outstanding. Any and all
     costs  and  fees  of such investment banking firm shall be borne equally by
     the Company and the Requesting Holders, however, if the Valuation is within
     ninety  percent  (90%)  of  either  party's valuation, then the other party
     shall  pay  all  of the costs and fees of such investment banking firm. For
     purposes  of  this  Section  4(g),  the  term  "VALUATION"  shall  mean the
                         ------------
     determination,  to  be  made  initially  by  the  Board of Directors of the
     Company,  of  the  fair  market value per share of Common Stock pursuant to
     clause  (v)  above.

<PAGE>

          h.  Subsequent  Changes.  If,  at any time after any adjustment of the
              -------------------
     Warrant Price shall have been made hereunder as the result of any issuance,
     sale  or  grant  of  any  rights,  options,  warrants  or  convertible  or
     exchangeable  securities,  any  of  such rights, options or warrants or the
     rights  of  conversion  or  exchange  associated  with  such convertible or
     exchangeable  securities shall expire by their terms or any of such rights,
     options,  warrants  or  convertible  or  exchangeable  securities  shall be
     repurchased  by  the  Company  or  a  Subsidiary  for  a  consideration per
     underlying  share  of  Common  Stock  not  exceeding  the  amount  of  such
     consideration received by the Company in connection with the issuance, sale
     or  grant  of such rights, options, warrants or convertible or exchangeable
     securities,  the  Warrant Price then in effect shall forthwith be increased
     to the Warrant Price that would have been in effect if such expiring right,
     option  or  warrant or rights of conversion or exchange or such repurchased
     rights,  options,  warrants  or  convertible or exchangeable securities had
     never  been  issued. Similarly, if at any time after any such adjustment of
     the Warrant Price shall have been made pursuant to this Section 4 above (i)
                                                             ---------
     any additional aggregate consideration is received or becomes receivable by
     the  Company  in  connection  with the issuance or exercise of such rights,
     options,  warrants or convertible or exchangeable securities; or (ii) there
     is  a  reduction  in  the  conversion  or exchange ratio applicable to such
     convertible or exchangeable securities so that fewer shares of Common Stock
     will  be  issuable  upon  the  conversion or exchange thereof or there is a
     decrease  in the number of shares of Common Stock issuable upon exercise of
     such  rights,  options or warrants (except where such reduction or decrease
     results  from a combination of shares described in Section 4(b) above), the
                                                        ------------
     Warrant  Price  then in effect shall be forthwith readjusted to the Warrant
     Price  that  would  have been in effect had such changes taken place at the
     time  that  such  rights,  options, warrants or convertible or exchangeable
     securities  were  initially  issued, granted or sold. In no event shall any
     readjustment  under  this  Section  4(h) affect the validity of any Warrant
                                -------------
     Shares issued upon any exercise of this Warrant prior to such readjustment.

          i.  Excluded  Transactions.  Notwithstanding  the  foregoing, Sections
              ----------------------                                    --------
     4(c),  (d)  or 4(e) above shall not apply to: (i) the Company's offering of
     ---    ---     ----
     up  to 750,000 shares of Series A Convertible Preferred Stock, with related
     Series  A Warrants and Series B Warrants, and up to 76,201 shares of Series
     B  Convertible Preferred Stock and Series C Convertible Preferred Stock, in
     the  aggregate,  pursuant  to  the  Securities  Purchase and Share Exchange
     Agreement  of  even  date  herewith (the "OFFERING"); (ii) shares of Common
     Stock  issued or deemed issued to employees or directors of, or consultants
     to,  the  Company or any of its subsidiaries for services rendered pursuant
     to  a plan, agreement, or arrangement approved by the Board of Directors of
     the  Company  (including  5,000  shares of Common Stock per month issued or
     issuable  to  a  third party in connection with the provision of guarantees
     for  certain  obligations of the Company); (iii) the issuance of securities
     pursuant  to  the  conversion  or  exercise  of  convertible or exercisable
     securities  outstanding  on  the  date  hereof; (iv) shares of Common Stock
     issued  in  connection  with  any  stock  split  or stock dividend; (v) the
     issuance  of  Series  A  Convertible  Preferred Stock, Series B Convertible
     Preferred  Stock,  Series C Convertible Preferred Stock, Series A Warrants,
     Series B Warrants, Series C Warrants or Series D Warrant in connection with
     the  Offering;  (vi) the issuance of shares of Common Stock upon conversion
     or  exercise,  as  applicable, of the Series A Convertible Preferred Stock,
     Series B Convertible Preferred Stock, Series C Convertible Preferred Stock,
     Series A Warrants, Series B Warrants, Series C Warrants or Series D Warrant
     in  connection  with  the  Offering, in each case, provided the issuance is
     pursuant  to  the  terms  of  such  option  or  convertible security; (vii)

<PAGE>

     warrants  issued  to  Midtown  Partners  &  Co., LLC, as placement agent in
     connection  with  Offering, and shares of Common Stock issued in connection
     with the exercise thereof; (viii) shares of Common Stock issued or issuable
     in  connection with a bona fide joint venture or business acquisition of or
     by  the  Company, whether by merger, consolidation, sale of assets, sale or
     exchange  of  stock,  or  otherwise;  provided  that  any  such issuance is
     approved  by the Board of Directors, and, at the time of such issuance, the
     aggregate  of  that  issuance  and  similar issuances in the then preceding
     twelve  (12)  month  period  shall  not  exceed  ten  percent  (10%) of the
     then-outstanding  Common Stock of the Company (assuming full conversion and
     exercise  of  all convertible and exercisable securities); (ix) the Reverse
     Merger  (as  defined  in  the  Certificate  of Designations of the Series A
     Convertible  Preferred Stock); and (x) Series A Warrants issued pursuant to
     Section  2  of  the  Investor  Rights  Agreement of even date herewith (the
     "INVESTOR  RIGHTS  AGREEMENT")(collectively,  the  "EXEMPT  SECURITIES").

     5.     Notice of  Adjustments.  Whenever the Warrant Price or the number of
            -----------------------
Warrant  Shares  purchasable  hereunder  shall be adjusted pursuant to Section 4
                                                                       ---------
hereof,  the  Company  shall deliver to the holder of this Warrant a certificate
signed  by  its chief financial officer setting forth, in reasonable detail, the
event  requiring  the  adjustment,  the  amount of the adjustment, the method by
which  such  adjustment  was calculated, and the Warrant Price and the number of
Warrant  Shares  purchasable  hereunder  after giving effect to such adjustment.

     6.     Piggyback Registration Rights.  If the Company, at any time prior to
            ------------------------------
the Expiration  Date,  proposes  to  register  (the "REGISTRATION")  any  of its
securities  under  the Securities  Act  of  1933  (the "SECURITIES ACT") (except
registrations  byway  of Commission Forms  S-4 or S-8, or any successor thereto,
or to qualify  such  securities   under  the  securities  laws  of  any state or
register  its  securities  inconnection  with  any  warrant,  option or employee
benefit plan),  the  Company shall give  prompt  written  notice  thereof to the
Holder and, if the  Holder  shall  so request in writing within twenty (20) days
after receipt  of any  such  notice,  the Company  shall exercise all reasonable
efforts to  include  among  securities which  it  then  endeavors  to  make  the
subject  of  a  registration  statement  to be filed under  the  Securities  Act
all   shares  the   Holder  so  requests  to  be  registered  thereunder   (the
"DESIGNATED  SHARES")  and  to  use  its  best  efforts  to  cause  all   such
registrations   to  be  effected  and  to  be  kept effective until all sales or
distributions  contemplated in connection therewith are completed; provided that
the  Company shall not be obligated to keep such registration in effect for more
than  nine  months  from  the  effective date thereof. If the Company thereafter
determines  for  any  reason  in its sole discretion not to register or to delay
registration  of  its securities, the Company may, at its election, give written
notice  of  such  determination  to  the  Holder  and  shall  be relieved of any
obligation  to   register  any   Designated  Shares  in  connection  with  such
registration  or  in  case  of  a  determination to delay registration, shall be
permitted  to  delay  in  registration  of  the  Designated  Shares.

     All  costs  and  expenses  incident  to  the  Company's registration of the
Designated  Shares  under the Securities Act, including, without limitation, all
registration and filing fees, fees and expenses of compliance with securities or
blue  sky laws, printing expenses, messenger and delivery expenses, and fees and
disbursements  of  counsel  for the Company and all independent certified public
accountants,  underwriters  (excluding  discounts  and  commissions)  and  other
persons  retained  by  the Company, shall, to the extent permitted by applicable
federal  and  state  securities  laws,  rules  and  regulations, be borne by the
Company.

<PAGE>

7.     Fractional  Shares.  No  fractional shares of Common Stock will be issued
       ------------------
in connection with any exercise hereunder, but in lieu of such fractional shares
the  Company  shall  make a cash payment therefor based on the fair market value
(as determined in accordance with Section 4(g) above) of a share of Common Stock
                                  ------------
on  the date of exercise, or round up to the next whole number of shares, at the
Company's  option.

     8.     Compliance with Securities Act and Investor Rights Agreement;
            -------------------------------------------------------------
            Disposition of Warrant  or  Warrant  Shares.
            -------------------------------------------

          a.  Compliance  with  Securities  Act.  The holder of this Warrant, by
              ---------------------------------
     acceptance  hereof, agrees that this Warrant and the shares of Common Stock
     to  be  issued  upon  exercise hereof are being acquired for investment and
     that such holder will not offer, sell or otherwise dispose of this Warrant,
     or  any  shares  of  Common  Stock to be issued upon exercise hereof except
     under  circumstances which will not result in a violation of the Securities
     Act.  Upon  exercise  of  this  Warrant, the holder hereof shall confirm in
     writing,  that  the  shares of Common Stock so purchased are being acquired
     for  investment  and  not  with  a view toward distribution or resale. This
     Warrant and all shares of Common Stock issued upon exercise of this Warrant
     (unless  registered under the Securities Act) shall be stamped or imprinted
     with  a  legend  in  substantially  the  following  form:

"THE  SECURITIES  EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT  OF  1933, AS AMENDED, OR ANY STATE SECURITIES LAWS.  NO SALE OR DISPOSITION
MAY BE EFFECTED WITHOUT (i) AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO,
(ii)  AN  OPINION  OF  COUNSEL  FOR  THE  HOLDER, REASONABLY SATISFACTORY TO THE
COMPANY,  THAT  SUCH  REGISTRATION IS NOT REQUIRED, (iii) RECEIPT OF A NO-ACTION
LETTER(S)  FROM  THE  APPROPRIATE GOVERNMENTAL AUTHORITY(IES), OR (iv) OTHERWISE
COMPLYING  WITH  THE  PROVISIONS  OF  SECTION 8 OF THE WARRANT UNDER WHICH THESE
                                      ---------
SECURITIES  WERE  ISSUED  DIRECTLY  OR  INDIRECTLY."

In  addition,  in  connection  with  the  issuance  of  this Warrant, the holder
specifically represents to the Company by acceptance of this Warrant as follows:

          (1)  The  holder  is  aware  of  the  Company's  business  affairs and
     financial  condition,  and  has  acquired  information  about  the  Company
     sufficient  to reach an informed and knowledgeable decision to acquire this
     Warrant.  The  holder  is  acquiring  this  Warrant for its own account for
     investment  purposes  only  and  not  with  a view to, or for the resale in
     connection  with, any "distribution" thereof for purposes of the Securities
     Act.

          (2)  The  holder  understands that this Warrant and the Warrant Shares
     have  not  been  registered  under  the  Securities  Act in reliance upon a
     specific  exemption  therefrom,  which  exemption depends upon, among other
     things, the bona fide nature of the holder's investment intent as expressed
     herein. In this connection, the holder understands that, in the view of the
     SEC,  the  statutory  basis  for  such  exemption may be unavailable if the
     holder's  representation  was predicated solely upon a present intention to
     hold  the  Warrant  and  the  Warrant  Shares for the minimum capital gains

<PAGE>

     period  specified  under  applicable  tax laws, for a deferred sale, for or
     until  an  increase  or decrease in the market price of the Warrant and the
     Warrant  Shares,  or for a period of one (1) year or any other fixed period
     in  the  future.

          (3)  The  holder further understands that this Warrant and the Warrant
     Shares  must  be held indefinitely unless subsequently registered under the
     Securities  Act  and  any  applicable  state  securities  laws,  or  unless
     exemptions  from  registration  are  otherwise  available.

          (4)  The  holder  is  aware  of  the  provisions of Rule 144 and 144A,
     promulgated  under  the Securities Act, which, in substance, permit limited
     public  resale of "restricted securities" acquired, directly or indirectly,
     from  the  issuer  thereof  (or  from  an  affiliate  of such issuer), in a
     non-public  offering  subject to the satisfaction of certain conditions, if
     applicable,  including,  among  other  things:  the availability of certain
     public  information  about  the Company, the resale occurring not less than
     one  (1)  year after the party has purchased and paid for the securities to
     be  sold;  the sale being made through a broker in an unsolicited "broker's
     transaction"  or in transactions directly with a market maker (as said term
     is  defined  under the Securities Exchange Act of 1934, as amended) and the
     amount  of  securities  being  sold  during  any  three (3)month period not
     exceeding  the  specified  limitations  stated  therein.

          (5)  The holder further understands that at the time it wishes to sell
     this  Warrant  and  the  Warrant  Shares there may be no public market upon
     which  to  make  such  a  sale, and that, even if such a public market then
     exists,  the  Company  may not be satisfying the current public information
     requirements  of Rule 144 and 144A, and that, in such event, the holder may
     be  precluded  from  selling this Warrant and the Warrant Shares under Rule
     144  and  144A  even  if  the  one (1)-year minimum holding period has been
     satisfied.

          (6)  The holder further understands that, in the event that all of the
     requirements of Rule 144 and 144A are not satisfied, registration under the
     Securities  Act,  compliance  with Regulation A, or some other registration
     exemption  will  be  required; and that, notwithstanding the fact that Rule
     144  and  144A  are  not  exclusive, the Staff of the SEC has expressed its
     opinion  that  persons proposing to sell private placement securities other
     than  in  a registered offering and otherwise than pursuant to Rule 144 and
     144A  will  have  a  substantial  burden  of  proof in establishing that an
     exemption from registration is available for such offers or sales, and that
     such  persons  and  their  respective  brokers  who  participate  in  such
     transactions  do  so  at  their  own  risk.

          b.  Exchange.  This  Warrant  may be exchanged, without payment of any
              --------
     service  charge, for one (1) or more new Warrants of like tenor exercisable
     for  the  same aggregate number of shares of Common Stock upon surrender to
     the  Company  by  the  registered  holder  hereof  in  person  or  by legal
     representative or by attorney duly authorized in writing and, upon issuance
     of  the new Warrant or Warrants, the surrendered Warrant shall be cancelled
     and  disposed  of  by  the  Company.

          c.  Disposition  of  Warrant  or  Warrant  Shares. With respect to any
              ---------------------------------------------
     offer,  sale  or  other  disposition of this Warrant, or any Warrant Shares
     acquired  pursuant to the exercise of this Warrant prior to registration of
     such  Warrant  or  Warrant  Shares,  the  holder hereof and each subsequent
     holder  of  this Warrant agrees to give written notice to the Company prior
     thereto,  describing  briefly  the  manner thereof, together with a written

<PAGE>

     opinion  of  such holder's counsel, if reasonably requested by the Company,
     to  the  effect  that such offer, sale or other disposition may be effected
     without  registration or qualification (under the Securities Act as then in
     effect  or any federal or state law then in effect) of this Warrant or such
     Warrant  Shares  and  indicating  whether  or  not under the Securities Act
     certificates  for  this  Warrant  or  such  Warrant  Shares  to  be sold or
     otherwise  disposed  of  require  any  restrictive  legend as to applicable
     restrictions  on  transferability  in  order  to  ensure  compliance  with
     applicable laws. Promptly upon receiving such written notice and reasonably
     satisfactory  opinion,  if  so  requested,  the  Company,  as  promptly  as
     practicable,  shall  notify  such  holder  that  such  holder  may  sell or
     otherwise dispose of this Warrant or such Warrant Shares, all in accordance
     with  the  terms of the notice delivered to the Company. If a determination
     has been made pursuant to this Section 8(c) that the opinion of counsel for
                                    ------------
     the holder is not reasonably satisfactory to the Company, the Company shall
     so  notify  the  holder promptly after such determination has been made and
     neither  this  Warrant  nor  any  Warrant Shares shall be sold or otherwise
     disposed  of  until  such  disagreement  has  been  resolved. The foregoing
     notwithstanding,  this  Warrant  or  such Warrant Shares may (i) as to such
     federal  laws, be offered, sold or otherwise disposed of in accordance with
     Rule 144 and 144A under the Securities Act, provided that the Company shall
     have  been  furnished  with  such information as the Company may reasonably
     request  to  provide a reasonable assurance that the provisions of Rule 144
     and  144A  have  been  satisfied  and (ii) be offered, sold, distributed or
     otherwise  transferred  to  Affiliates of the Holder without regard to this
     Section  8(c),  but  only  if  the  Company  is in receipt of an opinion of
     ------------
     counsel  as  to the permissibility of such transfer under federal and state
     securities  laws and an investor representation letter from the transferee,
     in  form  and  substance  reasonably  satisfactory  to  the  Company.  Each
     certificate  representing  this  Warrant  or  the  Warrant  Shares  thus
     transferred (except a transfer pursuant to Rule 144) shall bear a legend as
     to  the  applicable  restrictions  on  transferability  in  order to ensure
     compliance  with such laws, unless, in the aforesaid opinion of counsel for
     the  holder, such legend is not required in order to ensure compliance with
     such laws. The Company may issue stop transfer instructions to its transfer
     agent  or,  if  acting  as  its  own  transfer  agent, the Company may stop
     transfer  on  its corporate books, in connection with such restrictions. As
     used  herein,  "AFFILIATE  OF  THE  HOLDER"  shall  mean  (x)  any  owner,
     shareholder, partner or member of the Holder, and (y) any other Person that
     directly  or indirectly, through one or more intermediaries, Controls or is
     Controlled  by  or  is  under  common  Control  with  the  Holder.

     9.     Rights  as Stockholders; Information.  No holder of this Warrant, as
            ------------------------------------
such,  shall  be entitled to vote or be deemed the holder of Common Stock or any
other  securities  of  the  Company  which  may  at  any time be issuable on the
exercise  hereof  for  any  purpose,  nor  shall  anything  contained  herein be
construed  to confer upon the holder of this Warrant, as such, any of the rights
of  a  stockholder  of  the Company or any right to vote for the election of the
directors  or  upon any matter submitted to stockholders at any meeting thereof,
or  to  receive notice of meetings, until this Warrant shall have been exercised
and  the  Warrant  Shares purchasable upon the exercise hereof shall have become
deliverable,  as  provided  herein.  The  foregoing notwithstanding, the Company
will  transmit  to  the  holder  of this Warrant such information, documents and
reports  as  are  generally distributed to the holders of any class or series of
the  securities of the Company concurrently with the distribution thereof to the
stockholders.

     10.    Intentionally  Omitted.

<PAGE>

     11.    Additional  Rights.
            ------------------

             11.1     Mergers.  In the event  that the Company undertakes to (i)
                      -------
sell, lease,  exchange, convey or  otherwise dispose of all or substantially all
of its property   or  business;   or   (ii)  merge   into  or  consolidate  with
any other  corporation  (other  than  a wholly-owned  Subsidiary), or effect any
transaction  (including  a merger or other reorganization)  or series of related
transactions, in  which  more  than  fifty percent (50%)  of the voting power of
the Company  is disposed  of,  the  Company will use its best efforts to provide
at least thirty  (30)  days  notice  to  the  holder of the terms and conditions
of the proposed  transaction.  The  Company  shall  cooperate with the holder in
consummating the sale  of  this  Warrant  in  connection  with  any  such
transaction.

     12.    Intentionally  Omitted.

     13.    Modification and Waiver.  This Warrant and any provision hereof may
            -----------------------
be  changed,  waived,  discharged or terminated only by an instrument in writing
signed  by  the  party  against  which  enforcement  of  the  same  is  sought.

     14.    Notices.  Unless  otherwise  specifically  provided  herein,  all
            -------
communications  under  this  Warrant  shall be in writing and shall be deemed to
have  been  duly  given  (i)  on the date of service if served personally on the
party  to whom notice is to be given; (ii) on the day of transmission if sent by
facsimile  transmission  to  the  number  shown on the books of the Company, and
telephonic  confirmation  of  receipt  is  obtained promptly after completion of
transmission;  (iii)  on  the  day  after delivery to Federal Express or similar
overnight  courier;  or  (iv)  on  the fifth day after mailing, if mailed to the
party  to  whom  notice  is  to  be  given,  by  first class mail, registered or
certified, postage prepaid, and properly addressed, return receipt requested, to
each  such  holder at its address as shown on the books of the Company or to the
Company at the address indicated therefor on the signature page of this Warrant.
Any  party  hereto  may  change  its  address for purposes of this Section 14 by
                                                                   ----------
giving the other party written notice of the new address in the manner set forth
herein.

     15.    Binding  Effect  on Successors.  This Warrant shall be binding upon
            ------------------------------
any  corporation  succeeding the Company by merger, consolidation or acquisition
of  all or substantially all of the Company's assets, and all of the obligations
of  the  Company  relating  to  the  Common  Stock issuable upon the exercise or
conversion  of  this  Warrant  shall  survive  the  exercise,  conversion  and
termination  of  this  Warrant  and  all  of the covenants and agreements of the
Company  shall  inure to the benefit of the successors and assigns of the holder
hereof.  The  Company  will,  at  the time of the exercise or conversion of this
Warrant,  in  whole  or  in  part,  upon request of the holder hereof but at the
Company's  expense,  acknowledge  in  writing  its  continuing obligation to the
holder hereof in respect of any rights to which the holder hereof shall continue
to  be  entitled  after  such  exercise  or  conversion  in accordance with this
Warrant;  provided,  however,  that the failure of the holder hereof to make any
          --------   -------
such  request  shall  not affect the continuing obligation of the Company to the
holder  hereof  in  respect  of  such  rights.

     16.    Lost  Warrants or Stock Certificates.  The Company covenants to the
            ------------------------------------
holder  hereof  that,  upon  receipt  of evidence reasonably satisfactory to the
Company  of  the  loss,  theft, destruction or mutilation of this Warrant or any
stock  certificate  and,  in  the  case  of any loss, theft or destruction, upon

<PAGE>

receipt of an executed lost securities bond or indemnity reasonably satisfactory
to  the  Company,  or  in  the  case  of  any such mutilation upon surrender and
cancellation  of  such  Warrant  or stock certificate, the Company will make and
deliver  a new Warrant or stock certificate, of like tenor, in lieu of the lost,
stolen,  destroyed  or  mutilated  Warrant  or  stock  certificate.

     17.    Descriptive  Headings.  The  descriptive  headings  of  the several
            ---------------------
paragraphs  of  this  Warrant  are  inserted  for  convenience  only  and do not
constitute  a  part  of  this  Warrant.

     18.    Governing  Law.  This  Warrant  shall  be construed and enforced in
            --------------
accordance with, and the rights of the parties shall be governed by, the laws of
the  State  of  Florida.

     19.    Intentionally  Omitted.

     20.    Remedies.  In  case  any  one  (1)  or  more  of  the covenants and
            --------
agreements  contained  in  this  Warrant  shall  have been breached, the holders
hereof  (in the case of a breach by the Company), or the Company (in the case of
a  breach  by  a holder), may proceed to protect and enforce their or its rights
either by suit in equity and/or by action at law, including, but not limited to,
an  action  for  damages  as  a  result  of any such breach and/or an action for
specific  performance  of  any  such  covenant  or  agreement  contained in this
Warrant.

     21.    Acceptance.  Receipt  of  this  Warrant  by the holder hereof shall
            ----------
constitute  acceptance  of  and agreement to the foregoing terms and conditions.

     22.    No Impairment of Rights.  The Company will not, by amendment of its
            -----------------------
Certificate  of Incorporation or through any other means, avoid or seek to avoid
the  observance  or performance of any of the terms of this Warrant, but will at
all  times in good faith assist in the carrying out of all such terms and in the
taking of all such action as may be necessary or appropriate in order to protect
the  rights  of  the  holder  of  this  Warrant  against  impairment.

     IN  WITNESS  WHEREOF, the Company has caused this Warrant to be executed on
its  behalf  by  one  of  its  officers  thereunto  duly  authorized.


Dated: January     , 2006            CYTATION CORPORATION
              -----


                                     ----------------------------------
                                     Charles G. Masters, Chief Executive Officer


                          NOTICE TO FLORIDA RESIDENTS:
          --------------------------------------------------------------
     WHERE  SALES ARE MADE TO FIVE OR MORE PERSONS IN FLORIDA (EXCLUDING CERTAIN
INSTITUTIONAL  PURCHASERS  DESCRIBED  IN  SECTION  517.061(7)  OF  THE  FLORIDA
SECURITIES AND INVESTOR PROTECTION ACT) (THE "ACT"), ANY SUCH SALE MADE PURSUANT
TO  SECTION  517.061(11)  OF  THE  ACT SHALL BE VOIDABLE BY THE PURCHASER EITHER
WITHIN  THREE  DAYS  AFTER  THE  FIRST  TENDER  OF CONSIDERATION IS MADE BY SUCH
PURCHASER TO THE ISSUER, OR AN AGENT OF THE ISSUER, OR AN ESCROW AGENT OR WITHIN
THREE  DAYS  AFTER  THE  AVAILABILITY  OF THAT PRIVILEGE IS COMMUNICATED TO SUCH
PURCHASER,  WHICHEVER  OCCURS  LATER.

<PAGE>

                                    EXHIBIT A
                               NOTICE OF EXERCISE



To:

1.     The  undersigned hereby elects to purchase      shares of Common Stock of
                                                 ------
          .  pursuant to the terms of the attached Warrant, and tenders herewith
- ----------
payment  of  the  purchase  price  of  such  shares  in  full.

2.     Please  issue  a  certificate or certificates representing said shares in
the  name  of  the  undersigned  or in such other name or names as are specified
below:


                     -------------------------------
                                  (Name)


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

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

3.     The  undersigned  represents that the aforesaid shares are being acquired
for the account of the undersigned for investment and not with a view to, or for
resale in connection with, the distribution thereof and that the undersigned has
no  present  intention  of  distributing  or  reselling such shares.  In support
thereof, the undersigned shall execute an Investment Representation Statement in
form  reasonably  acceptable  to  the  Company.


                                        ------------------------------
                                        (Signature)



- ----------------------
      (Date)

<PAGE>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.11
<SEQUENCE>11
<FILENAME>ex10-11.txt
<DESCRIPTION>FORM OF SERIES BD-3 COMMON STOCK PURCHASE WARRANT
<TEXT>
Exhibit 10.11



THIS  WARRANT  OR  THE  SHARES  OF  COMMON  STOCK ISSUABLE UPON EXERCISE OF THIS
WARRANT  HAVE  NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
OR  ANY STATE SECURITIES LAWS.  NO SALE, DISPOSITION OR EXERCISE MAY BE EFFECTED
WITHOUT (i) AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO, (ii) AN OPINION
OF  COUNSEL  FOR  THE  HOLDER, REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH
REGISTRATION  IS  NOT  REQUIRED, (iii) RECEIPT OF A NO-ACTION LETTER(S) FROM THE
APPROPRIATE  GOVERNMENTAL  AUTHORITY(IES),  OR (iv) OTHERWISE COMPLYING WITH THE
PROVISIONS  OF  SECTION  8  OF  THIS  WARRANT.
                ----------


                     SERIES BD-3 WARRANT TO PURCHASE  SHARES
                        OF COMMON STOCK (this "WARRANT")

Warrant No.:  BD-3- __

Cytation  Corporation,  a Delaware corporation (the "COMPANY"), hereby certifies
that,  for  value  received,  Midtown  Partners  &  Co.,  LLC (the "HOLDER"), or
registered  assigns,  is  the  registered holder of a warrant (the "WARRANT") to
subscribe  for  and  purchase                   shares  of  the  fully  paid and
                             -------------------
nonassessable  Common  Stock  (as  adjusted  pursuant  to  Section 4 hereof, the
                                                           ---------
"WARRANT SHARES") of the Company, at a price per share equal to  two dollars and
twenty  five cents  ($2.25)(the "WARRANT PRICE," as adjusted pursuant to Section
                                                                         -------
4  hereof),  subject  to  the  provisions  and  upon  the  terms  and conditions
- -
hereinafter  set  forth.

     As  used  herein,  (a)  the  term  "COMMON  STOCK" shall mean the Company's
presently authorized Common Stock, par value $.001 per share, and any stock into
or  for which such Common Stock may hereafter be converted or exchanged, (b) the
term  "DATE  OF  GRANT"  shall  mean  February   , 2006, and (c) the term "OTHER
                                              ---
WARRANTS"  shall  mean  any  warrant issued upon transfer or partial exercise of
this  Warrant.  The  term  "WARRANT"  as  used herein shall be deemed to include
Other  Warrants unless the context hereof or thereof clearly requires otherwise.
The  Warrant has been issued in connection with that certain Securities Purchase
and  Exchange  Agreement  of  even  date  herewith  (the  "PURCHASE AGREEMENT").

     1.     Term.  The  purchase  right  represented  by  this  Warrant  is
            ----
exercisable,  in whole or in part, at any time after the earlier of (a) the date
the Registration Statement on Form SB-2 (or an alternative available form if the
Company  is  not  eligible  to  file  a  Form  SB-2)  covering  the Warrants and
underlying  Warrant Shares is declared effective; or (b) twelve (12) months from
the Date of Grant (the "INITIAL EXERCISE DATE") and from time to time thereafter
through  and including the close of business on the date five (5) years from the
Initial  Exercise  Date  (the "EXPIRATION DATE"); provided, however, that in the
                                                  --------  -------
event that any portion of this Warrant is unexercised as of the Expiration Date,
the  terms  of  Section  2(b),  below,  shall  apply.
                -------------

     2.     Exercise;  Expiration;  Redemption.
            ----------------------------------

          a.  Method  of  Exercise; Payment; Issuance of New Warrant. Subject to
              ------------------------------------------------------
     Section  1  hereof,  the  purchase right represented by this Warrant may be
     ----------
     exercised  by  the holder hereof, in whole or in part and from time to time
     after the Initial Exercise Date, by the surrender of this Warrant (with the

<PAGE>

     notice  of exercise form attached hereto as Exhibit A duly executed) at the
     principal  office  of  the  Company and by the payment to the Company of an
     amount  equal to the then applicable Warrant Price multiplied by the number
     of  Warrant  Shares  then  being  purchased. The person or persons in whose
     name(s)  any  certificate(s)  representing  shares of Common Stock shall be
     issuable  upon  exercise of this Warrant shall be deemed to have become the
     holder(s) of record of, and shall be treated for all purposes as the record
     holder(s)  of,  the  shares  represented  thereby (and such shares shall be
     deemed  to  have been issued) immediately prior to the close of business on
     the date or dates upon which this Warrant is exercised. In the event of any
     exercise  of  the  rights represented by this Warrant, certificates for the
     shares  of  stock  so  purchased shall be delivered to the holder hereof as
     soon  as  possible  and  in  any  event  within thirty (30) days after such
     exercise  and,  unless this Warrant has been fully exercised, a new Warrant
     representing  the  portion  of  the Warrant Shares, if any, with respect to
     which  this Warrant shall not then have been exercised shall also be issued
     to  the  holder  hereof  as  soon  as possible and in any event within such
     thirty  (30)-day  period.

          b.  Expiration.  In  the  event  that  any  portion of this Warrant is
              -----------
     unexercised  as  of the Expiration Date, such portion of this Warrant shall
     automatically  expire,  and the Holder shall have no rights with respect to
     such  unexercised  portion  of  this  Warrant.

          c.  Maximum.  In no event shall any holder be entitled to exercise any
              -------
     Warrant  Shares  to  the  extent  that, after such exercise, the sum of the
     number  of  shares of Common Stock beneficially owned by any holder and its
     affiliates  (other  than  shares  of  Common  Stock  which  may  be  deemed
     beneficially  owned through the ownership of the unexercised portion of the
     Warrant  Shares  or  any  unexercised right held by any holder subject to a
     similar limitation), would result in beneficial ownership by any holder and
     its affiliates of more than 4.99% of the outstanding shares of Common Stock
     (after  taking into account the shares to be issued to the holder upon such
     exercise). For purposes of this Section 2(c), beneficial ownership shall be
                                     ------------
     determined  in accordance with Section 13(d) of the Securities Exchange Act
     of  1934,  as  amended.  Nothing  herein  shall  preclude  the  holder from
     disposing  of  a  sufficient  number  of  other  shares  of  Common  Stock
     beneficially  owned  by the holder so as to thereafter permit the continued
     exercise  of  this  Warrant.

          d. Cashless Exercise. Subject to the provisions hereof, at any time or
             -----------------
     from  time to time prior to the Expiration Date, the Holder shall also have
     the  right to exercise this Warrant or any portion thereof, without payment
     by  the  Holder  of  the  Warrant  Price in cash or any other consideration
     (other  than  the surrender of rights to receive Warrant Shares hereunder),
     as  provided  herein (a "CASHLESS EXERCISE"). Upon a Cashless Exercise with
     respect  to  a  particular number of Warrant Shares (the "EXCHANGED WARRANT
     SHARES"),  the  Company shall deliver to the Holder (without payment by the
     Holder  of the Warrant Price in cash or any other consideration (other than
     the  surrender  of rights to receive Common Stock hereunder) that number of
     Warrant  Shares  computed  using  the  following  formula:

                         X =     Y (A - B)
                                 ---------
                                      A

           Where:   X =  the number of Warrant Shares to be delivered to the
                         holder;

<PAGE>

                    Y =  the number of Exchanged Warrant Shares;

                    A =  the Fair Market Value of the Warrant Shares as
                         determined in accordance with Section 4.

                    B =  the Warrant Price (as adjusted through the Cashless
                         Exercise Date)

A  Cashless  Exercise  may  be  effected  by the Holder by the surrender of this
Warrant  as  provided  herein, together with a written statement specifying that
the  Holder  thereby  intends  to  effect a Cashless Exercise and indicating the
number  of  Exchanged Warrant Shares which are covered by the Cashless Exercise.
Such  Cashless  Exercise  shall be effective upon receipt by the Company of this
Warrant, together with the aforesaid written statement, or on such later date as
is specified therein (the "CASHLESS EXERCISE DATE").  The Company shall issue to
the Holder as of the Cashless Exercise Date a certificate for the Warrant Shares
issuable  upon  the  Cashless Exercise and, if applicable, a new warrant of like
tenor  evidencing  the  balance  of the Warrant Shares remaining subject to this
Warrant.

     3.     Intentionally  Omitted.

     4.     Adjustment  of  Warrant  Price and Number of Shares.  The number and
            ---------------------------------------------------
kind of securities purchasable upon the exercise of this Warrant and the Warrant
Price  shall  be  subject to adjustment from time to time upon the occurrence of
certain  events,  as  follows:

          a. Reclassification or Merger. In case of any reclassification, change
             --------------------------
     or  conversion  of  securities  of the class issuable upon exercise of this
     Warrant  (other  than  a  change  in par value, or from par value to no par
     value,  or  from no par value to par value, or as a result of a subdivision
     or  combination),  or  in  case  of  any merger of the Company with or into
     another  corporation (other than a merger with another corporation in which
     the  Company  is the acquiring and the surviving corporation and which does
     not  result  in  any  reclassification  or change of outstanding securities
     issuable  upon  exercise of this Warrant), or in case of any sale of all or
     substantially  all  of  the  assets  of  the  Company, the Company, or such
     successor or purchasing corporation, as the case may be, shall duly execute
     and  deliver  to  the  holder  of  this  Warrant a new Warrant (in form and
     substance  satisfactory  to the holder of this Warrant), so that the holder
     of  this Warrant shall have the right to receive, at a total purchase price
     not  to exceed that payable upon the exercise of the unexercised portion of
     this  Warrant,  and  in  lieu  of  the  shares  of Common Stock theretofore
     issuable  upon  exercise  of this Warrant, the kind and amount of shares of
     stock,  other  securities,  money  and  property  receivable  upon  such
     reclassification,  change  or merger by a holder of the number of shares of
     Common  Stock  then  purchasable under this Warrant. Such new Warrant shall
     provide  for  adjustments  that  shall  be  as  nearly equivalent as may be
     practicable  to  the  adjustments  provided  for  in  this  Section  4. The
                                                                 ----------
     provisions  of  this  Section  4(a)  shall  similarly  apply  to successive
                           -------------
     reclassifications,  changes,  mergers  and  transfers.  Notwithstanding the
     foregoing,  this  Section  4(a)  shall  not apply to the Reverse Merger (as
                       ------------
     defined  in  the Certificate of Designations, Preferences and Rights of the
     Series  A Convertible Preferred Stock (the "CERTIFICATE OF DESIGNATIONS")).

          b.  Subdivision  or  Combination  of Shares. If at any time while this
              ---------------------------------------
     Warrant  remains  outstanding  and unexpired the Company shall subdivide or

<PAGE>

     combine  its outstanding shares of Common Stock, the Warrant Price shall be
     proportionately  decreased in the case of a subdivision or increased in the
     case  of  a combination, effective at the close of business on the date the
     subdivision  or  combination  becomes  effective.

          c.  Stock  Dividends. If at any time while this Warrant is outstanding
              ----------------
     and unexpired the Company shall pay a dividend with respect to Common Stock
     payable in Common Stock, then the Warrant Price shall be adjusted, from and
     after  the  date  of determination of stockholders entitled to receive such
     dividend  or  distribution,  to  that  price  determined by multiplying the
     Warrant  Price in effect immediately prior to such date of determination by
     a  fraction  (i) the numerator of which shall be the total number of shares
     of  Common  Stock  outstanding immediately prior to such dividend, and (ii)
     the  denominator  of  which  shall  be the total number of shares of Common
     Stock  outstanding  immediately  after  such  dividend.

          d.  Rights Offerings. In case the Company shall, at any time after the
              ----------------
     Date  of  Grant, issue rights, options or warrants to the holders of equity
     securities  of  the  Company,  entitling  them to subscribe for or purchase
     shares  of  Common  Stock  (or  securities convertible or exchangeable into
     Common  Stock)(excluding  Exempt  Securities,  as  such  term is defined in
     Section  4(i)  below)  at  a  price  per share of Common Stock (or having a
     conversion  or  exchange  price  per  share  of  Common Stock if a security
     convertible  or  exchangeable  into  Common  Stock)  less than the Series A
     Conversion  Price (as defined in the Certificate of Designations) per share
     of  Common  Stock  on  the  record  date  for such issuance (or the date of
     issuance, if there is no record date), the Warrant Price to be in effect on
     and  after such record date (or issuance date, as the case may be) shall be
     reduced,  concurrently  with  such  issue,  to  a  price  equal  to  the
     consideration  received  per  share in connection with the issuance of such
     Additional  Shares  of  Common Stock. In case such purchase or subscription
     price  may  be paid in part or in whole in a form other than cash, the fair
     value  of  such consideration shall be determined by the Board of Directors
     of  the  Company  in  good  faith  as  set  forth  in  a duly adopted board
     resolution  certified  by  the  Company's Secretary or Assistant Secretary.
     Such  adjustment  shall  be  made  successively  whenever  such an issuance
     occurs;  and  in  the  event  that  such  rights,  options,  warrants,  or
     convertible or exchangeable securities are not so issued or expire or cease
     to  be convertible or exchangeable before they are exercised, converted, or
     exchanged  (as  the  case  may  be),  then the Warrant Price shall again be
     adjusted  to  be  the  Warrant  Price  that would then be in effect if such
     issuance had not occurred; provided, however, that the Company shall adjust
                                --------  -------
     the number of Warrant Shares issued upon any exercise of this Warrant after
     the adjustment required pursuant to this Section 4(d) but prior to the date
                                              ------------
     such  subsequent adjustment is made, in order to equitably reflect the fact
     that  such  rights,  options,  warrants,  or  convertible  or  exchangeable
     securities  were  not  so  issued or expired or ceased to be convertible or
     exchangeable  before  they  were exercised, converted, or exchanged (as the
     case  may  be).

          e.  Other  Issuances  of  Securities.  In  case  the  Company  or  any
              --------------------------------
     Subsidiary  shall,  at  any  time  after the Date of Grant, issue shares of
     Common  Stock,  or rights, options, warrants or convertible or exchangeable
     securities  containing  the  right  to  subscribe for or purchase shares of
     Common  Stock  (excluding  (i)  shares,  rights,  options,  warrants,  or
     convertible  or  exchangeable  securities issued in any of the transactions
     described  in  Sections 4(b), 4(c), 4(d), or 4(f) above; (ii) shares issued
                    ------------   ----  ----     ----
     upon the exercise of such rights, options or warrants or upon conversion or
     exchange of such convertible or exchangeable securities; (iii) this Warrant
     and any shares issued upon exercise thereof; and (iv) Exempt Securities (as

<PAGE>

     defined  in  Section  4(i)  below)),  at  a price per share of Common Stock
                  -------------
     (determined  in  the case of such rights, options, warrants, or convertible
     or  exchangeable  securities by dividing (x) the total amount receivable by
     the  Company  in  consideration  of  the  sale and issuance of such rights,
     options,  warrants,  or  convertible  or  exchangeable securities, plus the
     total  minimum  consideration  payable  to  the  Company  upon  exercise,
     conversion,  or  exchange thereof by (y) the total maximum number of shares
     of  Common  Stock covered by such rights, options, warrants, or convertible
     or  exchangeable  securities)  lower than the Series A Conversion Price (as
     defined  in  Certificate  of Designations), then the Warrant Price shall be
     reduced,  concurrently  with  such  issue,  to  a  price  equal  to  the
     consideration  received  per  share in connection with the issuance of such
     Additional Shares of Common Stock. For the purposes of such adjustment, the
     maximum  number  of  shares  of  Common  Stock which the holder of any such
     rights,  options,  warrants or convertible or exchangeable securities shall
     be  entitled  to subscribe for or purchase shall be deemed to be issued and
     outstanding  as of the date of such sale and issuance and the consideration
     received  by  the  Company therefor shall be deemed to be the consideration
     received  by the Company for such rights, options, warrants, or convertible
     or  exchangeable  securities,  plus  the  minimum  consideration or premium
     stated  in  such  rights, options, warrants, or convertible or exchangeable
     securities  to  be  paid for the shares of Common Stock covered thereby. In
     case  the  Company  shall sell and issue shares of Common Stock, or rights,
     options, warrants, or convertible or exchangeable securities containing the
     right  to  subscribe  for  or  purchase  shares  of  Common  Stock  for  a
     consideration  consisting, in whole or in part, of property other than cash
     or its equivalent, then, in determining the price per share of Common Stock
     and  the  consideration  received  by the Company for purposes of the first
     sentence  of this Section 4(e), the Board of Directors of the Company shall
                       -----------
     determine,  in  good  faith,  the  fair  value  of  said property, and such
     determination  shall  be  described  in  a  duly  adopted  board resolution
     certified  by  the  Company's Secretary or Assistant Secretary. In case the
     Company  shall  sell and issue rights, options, warrants, or convertible or
     exchangeable  securities  containing the right to subscribe for or purchase
     shares  of Common Stock together with one (1) or more other securities as a
     part  of  a  unit  at  a price per unit, then, in determining the price per
     share  of  Common  Stock  and the consideration received by the Company for
     purposes of the first sentence of this Section 4(e), the Board of Directors
                                            ------------
     of the Company shall determine, in good faith, which determination shall be
     described  in  a  duly  adopted board resolution certified by the Company's
     Secretary  or  Assistant  Secretary, the fair value of the rights, options,
     warrants, or convertible or exchangeable securities then being sold as part
     of  such  unit. Such adjustment shall be made successively whenever such an
     issuance  occurs,  and in the event that such rights, options, warrants, or
     convertible or exchangeable securities expire or cease to be convertible or
     exchangeable  before  they  are  exercised, converted, or exchanged (as the
     case may be), then the Warrant Price shall again be adjusted to the Warrant
     Price  that  would  then  be  in  effect  if such sale and issuance had not
     occurred,  but  such  subsequent  adjustment shall not affect the number of
     Warrant  Shares  issued  upon any exercise of the Warrant prior to the date
     such  subsequent  adjustment  is  made.

          f. Adjustment of Number of Shares. Upon each adjustment in the Warrant
             ------------------------------
     Price,  the  number  of  Warrant  Shares  purchasable  hereunder  shall  be
     adjusted,  to  the  nearest  whole  share,  to  the  product  obtained  by
     multiplying  the  number of Warrant Shares purchasable immediately prior to
     such  adjustment in the Warrant Price by a fraction, the numerator of which

<PAGE>

     shall  be  the  Warrant  Price immediately prior to such adjustment and the
     denominator  of  which  shall  be the Warrant Price immediately thereafter.

          g. Determination of Fair Market Value. For purposes of this Section 4,
             ----------------------------------
     "FAIR MARKET VALUE" of a share of Common Stock as of a particular date (the
     "DETERMINATION  DATE")  shall mean (i) if shares of Common Stock are traded
     on  a national securities exchange (an "EXCHANGE"), the weighted average of
     the closing sale price of a share of the Common Stock of the Company on the
     last five (5) trading days prior to the Determination Date reported on such
     Exchange  as  reported in The Wall Street Journal (weighted with respect to
     the trading volume with respect to each such day); (ii) if shares of Common
     Stock  are  not  traded  on  an  Exchange but trade in the over-the-counter
     market and such shares are quoted on the National Association of Securities
     Dealers Automated Quotations System ("NASDAQ"), the weighted average of the
     closing  sale  price  of  a share of the Common Stock of the Company on the
     last  five  (5)  trading  days  prior to the Determination Date reported on
     NASDAQ as reported in The Wall Street Journal (weighted with respect to the
     trading  volume with respect to each such day); (iii) if such shares are an
     issue for which last sale prices are not reported on NASDAQ, the average of
     the  closing sale price, in each case on the last five (5) trading days (or
     if  the  relevant price or quotation did not exist on any of such days, the
     relevant  price  or  quotation  on the next preceding business day on which
     there  was  such  a  price or quotation) prior to the Determination Date as
     reported  by the Over the Counter Bulletin Board (the "OTCBB") or the "pink
     sheets" by the Pink Sheets, LLC; (iv) if no closing sales price is reported
     for  the Common Stock by the OTCBB or "pink sheets" by the Pink Sheets, LLC
     for such day, the average of the high and low bid and asked price of any of
     the  market  makers for the Common Stock as reported on the OTCBB or in the
     "pink sheets" by the Pink Sheets, LLC on the last five (5) trading days; or
     (v)  if  no  price  can  be determined on the basis of the above methods of
     valuation, then the judgment of valuation shall be determined in good faith
     by  the  Board  of  Directors  of the Company, which determination shall be
     described  in  a  duly  adopted board resolution certified by the Company's
     Secretary  or Assistant Secretary. If the Board of Directors of the Company
     is  unable to determine any Valuation (as defined below), or if the holders
     of  at least fifty percent (50%) of all of the Warrant Shares then issuable
     hereunder  (collectively,  the  "REQUESTING  HOLDERS")  disagree  with  the
     Board's  determination  of any Valuation by written notice delivered to the
     Company  within  five  (5) business days after the determination thereof by
     the  Board  of  Directors  of the Company is communicated to holders of the
     Warrants affected thereby, which notice specifies a majority-in-interest of
     the  Requesting  Holders' determination of such Valuation, then the Company
     and  a  majority-in-interest  of  the  Requesting  Holders  shall  select a
     mutually  acceptable  investment  banking firm of national reputation which
     has  not had a material relationship with the Company or any officer of the
     Company  within  the  preceding  two  (2) years, which shall determine such
     Valuation.  Such  investment banking firm's determination of such Valuation
     shall  be  final,  binding and conclusive on the Company and the holders of
     all  of  the  Warrants  issued  hereunder and then outstanding. Any and all
     costs  and  fees  of such investment banking firm shall be borne equally by
     the Company and the Requesting Holders, however, if the Valuation is within
     ninety  percent  (90%)  of  either  party's valuation, then the other party
     shall  pay  all  of the costs and fees of such investment banking firm. For
     purposes  of  this  Section  4(g),  the  term  "VALUATION"  shall  mean the
                         ------------
     determination,  to  be  made  initially  by  the  Board of Directors of the
     Company,  of  the  fair  market value per share of Common Stock pursuant to
     clause  (v)  above.

<PAGE>

          h.  Subsequent  Changes.  If,  at any time after any adjustment of the
              -------------------
     Warrant Price shall have been made hereunder as the result of any issuance,
     sale  or  grant  of  any  rights,  options,  warrants  or  convertible  or
     exchangeable  securities,  any  of  such rights, options or warrants or the
     rights  of  conversion  or  exchange  associated  with  such convertible or
     exchangeable  securities shall expire by their terms or any of such rights,
     options,  warrants  or  convertible  or  exchangeable  securities  shall be
     repurchased  by  the  Company  or  a  Subsidiary  for  a  consideration per
     underlying  share  of  Common  Stock  not  exceeding  the  amount  of  such
     consideration received by the Company in connection with the issuance, sale
     or  grant  of such rights, options, warrants or convertible or exchangeable
     securities,  the  Warrant Price then in effect shall forthwith be increased
     to the Warrant Price that would have been in effect if such expiring right,
     option  or warrant or rights of conversion or exch ange or such repurchased
     rights,  options,  warrants  or  convertible or exchangeable securities had
     never  been  issued. Similarly, if at any time after any such adjustment of
     the Warrant Price shall have been made pursuant to this Section 4 above (i)
     any additional aggregate consideration is received or becomes receivable by
     the  Company  in  connection  with the issuance or exercise of such rights,
     options,  warrants or convertible or exchangeable securities; or (ii) there
     is  a  reduction  in  the  conversion  or exchange ratio applicable to such
     convertible or exchangeable securities so that fewer shares of Common Stock
     will  be  issuable  upon  the  conversion or exchange thereof or there is a
     decrease  in the number of shares of Common Stock issuable upon exercise of
     such  rights,  options or warrants (except where such reduction or decrease
     results  from a combination of shares described in Section 4(b) above), the
                                                        -----------
     Warrant  Price  then in effect shall be forthwith readjusted to the Warrant
     Price  that  would  have been in effect had such changes taken place at the
     time  that  such  rights,  options, warrants or convertible or exchangeable
     securities  were  initially  issued, granted or sold. In no event shall any
     readjustment  under  this  Section  4(h) affect the validity of any Warrant
                                ------------
     Shares issued upon any exercise of this Warrant prior to such readjustment.

          i.  Excluded  Transactions.  Notwithstanding  the  foregoing, Sections
              ----------------------                                    --------
     4(c),  (d)  or 4(e) above shall not apply to: (i) the Company's offering of
     ----   ---     ----
     up  to 750,000 shares of Series A Convertible Preferred Stock, with related
     Series  A Warrants and Series B Warrants, and up to 76,201 shares of Series
     B  Convertible Preferred Stock and Series C Convertible Preferred Stock, in
     the  aggregate,  pursuant  to  the  Securities  Purchase and Share Exchange
     Agreement  of  even  date  herewith (the "OFFERING"); (ii) shares of Common
     Stock  issued or deemed issued to employees or directors of, or consultants
     to,  the  Company or any of its subsidiaries for services rendered pursuant
     to  a plan, agreement, or arrangement approved by the Board of Directors of
     the  Company  (including  5,000  shares of Common Stock per month issued or
     issuable  to  a  third party in connection with the provision of guarantees
     for  certain  obligations of the Company); (iii) the issuance of securities
     pursuant  to  the  conversion  or  exercise  of  convertible or exercisable
     securities  outstanding  on  the  date  hereof; (iv) shares of Common Stock
     issued  in  connection  with  any  stock  split  or stock dividend; (v) the
     issuance  of  Series  A  Convertible  Preferred Stock, Series B Convertible
     Preferred  Stock,  Series C Convertible Preferred Stock, Series A Warrants,
     Series B Warrants, Series C Warrants or Series D Warrant in connection with
     the  Offering;  (vi) the issuance of shares of Common Stock upon conversion
     or  exercise,  as  applicable, of the Series A Convertible Preferred Stock,
     Series B Convertible Preferred Stock, Series C Convertible Preferred Stock,
     Series A Warrants, Series B Warrants, Series C Warrants or Series D Warrant
     in  connection  with  the  Offering, in each case, provided the issuance is
     pursuant  to  the  terms  of  such  option  or  convertible security; (vii)
     warrants  issued  to  Midtown  Partners  &  Co., LLC, as placement agent in

<PAGE>

     connection  with  Offering, and shares of Common Stock issued in connection
     with the exercise thereof; (viii) shares of Common Stock issued or issuable
     in  connection with a bona fide joint venture or business acquisition of or
     by  the  Company, whether by merger, consolidation, sale of assets, sale or
     exchange  of  stock,  or  otherwise;  provided  that  any  such issuance is
     approved  by the Board of Directors, and, at the time of such issuance, the
     aggregate  of  that  issuance  and  similar issuances in the then preceding
     twelve  (12)  month  period  shall  not  exceed  ten  percent  (10%) of the
     then-outstanding  Common Stock of the Company (assuming full conversion and
     exercise  of  all convertible and exercisable securities); (ix) the Reverse
     Merger  (as  defined  in  the  Certificate  of Designations of the Series A
     Convertible  Preferred Stock); and (x) Series A Warrants issued pursuant to
     Section  2  of  the  Investor  Rights  Agreement of even date herewith (the
     "INVESTOR  RIGHTS  AGREEMENT")(collectively,  the  "EXEMPT  SECURITIES").

     5.  Notice  of  Adjustments.  Whenever  the  Warrant Price or the number of
         -----------------------
Warrant  Shares  purchasable  hereunder  shall be adjusted pursuant to Section 4
                                                                       ---------
hereof,  the  Company  shall deliver to the holder of this Warrant a certificate
signed  by  its chief financial officer setting forth, in reasonable detail, the
event  requiring  the  adjustment,  the  amount of the adjustment, the method by
which  such  adjustment  was calculated, and the Warrant Price and the number of
Warrant  Shares  purchasable  hereunder  after giving effect to such adjustment.

     6.  Piggyback Registration Rights. If the Company, at any time prior to the
         -----------------------------
Expiration Date, proposes to register (the "REGISTRATION") any of its securities
under the Securities Act of 1933 (the "SECURITIES ACT") (except registrations by
way of Commission Forms S-4 or S-8, or any successor thereto, or to qualify such
securities  under the securities laws of any state or register its securities in
connection with any warrant, option or employee benefit plan), the Company shall
give  prompt  written  notice  thereof to the Holder and, if the Holder shall so
request in writing within twenty (20) days after receipt of any such notice, the
Company  shall exercise all reasonable efforts to include among securities which
it  then  endeavors  to make the subject of a registration statement to be filed
under  the  Securities  Act  all  shares the Holder so requests to be registered
thereunder  (the  "DESIGNATED  SHARES") and to use its best efforts to cause all
such  registrations  to  be effected and to be kept effective until all sales or
distributions  contemplated in connection therewith are completed; provided that
the  Company shall not be obligated to keep such registration in effect for more
than  nine  months  from  the  effective date thereof. If the Company thereafter
determines  for  any  reason  in its sole discretion not to register or to delay
registration  of  its securities, the Company may, at its election, give written
notice  of  such  determination  to  the  Holder  and  shall  be relieved of any
obligation  to  register  any  Designated  Shares  in  connection  with  such
registration  or  in  case  of  a  determination to delay registration, shall be
permitted  to  delay  in  registration  of  the  Designated  Shares.

     All  costs  and  expenses  incident  to  the  Company's registration of the
Designated  Shares  under the Securities Act, including, without limitation, all
registration and filing fees, fees and expenses of compliance with securities or
blue  sky laws, printing expenses, messenger and delivery expenses, and fees and
disbursements  of  counsel  for the Company and all independent certified public
accountants,  underwriters  (excluding  discounts  and  commissions)  and  other
persons  retained  by  the Company, shall, to the extent permitted by applicable
federal  and  state  securities  laws,  rules  and  regulations, be borne by the
Company.

<PAGE>

     7.  Fractional  Shares. No fractional shares of Common Stock will be issued
         ------------------
in connection with any exercise hereunder, but in lieu of such fractional shares
the  Company  shall  make a cash payment therefor based on the fair market value
(as determined in accordance with Section 4(g) above) of a share of Common Stock
                                  ------------
on  the date of exercise, or round up to the next whole number of shares, at the
Company's  option.

     8.  Compliance  with  Securities  Act  and  Investor  Rights  Agreement;
         --------------------------------------------------------------------
         Disposition of Warrant  or  Warrant  Shares.
         -------------------------------------------

          a.  Compliance  with  Securities  Act.  The holder of this Warrant, by
              ---------------------------------
     acceptance  hereof, agrees that this Warrant and the shares of Common Stock
     to  be  issued  upon  exercise hereof are being acquired for investment and
     that such holder will not offer, sell or otherwise dispose of this Warrant,
     or  any  shares  of  Common  Stock to be issued upon exercise hereof except
     under  circumstances which will not result in a violation of the Securities
     Act.  Upon  exercise  of  this  Warrant, the holder hereof shall confirm in
     writing,  that  the  shares of Common Stock so purchased are being acquired
     for  investment  and  not  with  a view toward distribution or resale. This
     Warrant and all shares of Common Stock issued upon exercise of this Warrant
     (unless  registered under the Securities Act) shall be stamped or imprinted
     with  a  legend  in  substantially  the  following  form:

"THE  SECURITIES  EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT  OF  1933, AS AMENDED, OR ANY STATE SECURITIES LAWS.  NO SALE OR DISPOSITION
MAY BE EFFECTED WITHOUT (i) AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO,
(ii)  AN  OPINION  OF  COUNSEL  FOR  THE  HOLDER, REASONABLY SATISFACTORY TO THE
COMPANY,  THAT  SUCH  REGISTRATION IS NOT REQUIRED, (iii) RECEIPT OF A NO-ACTION
LETTER(S)  FROM  THE  APPROPRIATE GOVERNMENTAL AUTHORITY(IES), OR (iv) OTHERWISE
COMPLYING  WITH  THE  PROVISIONS  OF  SECTION 8 OF THE WARRANT UNDER WHICH THESE
                                      ---------
SECURITIES  WERE  ISSUED  DIRECTLY  OR  INDIRECTLY."

In  addition,  in  connection  with  the  issuance  of  this Warrant, the holder
specifically represents to the Company by acceptance of this Warrant as follows:

          (1)  The  holder  is  aware  of  the  Company's  business  affairs and
     financial  condition,  and  has  acquired  information  about  the  Company
     sufficient  to reach an informed and knowledgeable decision to acquire this
     Warrant.  The  holder  is  acquiring  this  Warrant for its own account for
     investment  purposes  only  and  not  with  a view to, or for the resale in
     connection  with, any "distribution" thereof for purposes of the Securities
     Act.

          (2)  The  holder  understands that this Warrant and the Warrant Shares
     have  not  been  registered  under  the  Securities  Act in reliance upon a
     specific  exemption  therefrom,  which  exemption depends upon, among other
     things, the bona fide nature of the holder's investment intent as expressed
     herein. In this connection, the holder understands that, in the view of the
     SEC,  the  statutory  basis  for  such  exemption may be unavailable if the
     holder's  representation  was predicated solely upon a present intention to
     hold  the  Warrant  and  the  Warrant  Shares for the minimum capital gains

<PAGE>

     period  specified  under  applicable  tax laws, for a deferred sale, for or
     until  an  increase  or decrease in the market price of the Warrant and the
     Warrant  Shares,  or for a period of one (1) year or any other fixed period
     in  the  future.

          (3)  The  holder further understands that this Warrant and the Warrant
     Shares  must  be held indefinitely unless subsequently registered under the
     Securities  Act  and  any  applicable  state  securities  laws,  or  unless
     exemptions  from  registration  are  otherwise  available.

          (4)  The  holder  is  aware  of  the  provisions of Rule 144 and 144A,
     promulgated  under  the Securities Act, which, in substance, permit limited
     public  resale of "restricted securities" acquired, directly or indirectly,
     from  the  issuer  thereof  (or  from  an  affiliate  of such issuer), in a
     non-public  offering  subject to the satisfaction of certain conditions, if
     applicable,  including,  among  other  things:  the availability of certain
     public  information  about  the Company, the resale occurring not less than
     one  (1)  year after the party has purchased and paid for the securities to
     be  sold;  the sale being made through a broker in an unsolicited "broker's
     transaction"  or in transactions directly with a market maker (as said term
     is  defined  under the Securities Exchange Act of 1934, as amended) and the
     amount  of  securities  being  sold  during  any  three (3)month period not
     exceeding  the  specified  limitations  stated  therein.

          (5)  The holder further understands that at the time it wishes to sell
     this  Warrant  and  the  Warrant  Shares there may be no public market upon
     which  to  make  such  a  sale, and that, even if such a public market then
     exists,  the  Company  may not be satisfying the current public information
     requirements  of Rule 144 and 144A, and that, in such event, the holder may
     be  precluded  from  selling this Warrant and the Warrant Shares under Rule
     144  and  144A  even  if  the  one (1)-year minimum holding period has been
     satisfied.

          (6)  The holder further understands that, in the event that all of the
     requirements of Rule 144 and 144A are not satisfied, registration under the
     Securities  Act,  compliance  with Regulation A, or some other registration
     exemption  will  be  required; and that, notwithstanding the fact that Rule
     144  and  144A  are  not  exclusive, the Staff of the SEC has expressed its
     opinion  that  persons proposing to sell private placement securities other
     than  in  a registered offering and otherwise than pursuant to Rule 144 and
     144A  will  have  a  substantial  burden  of  proof in establishing that an
     exemption from registration is available for such offers or sales, and that
     such  persons  and  their  respective  brokers  who  participate  in  such
     transactions  do  so  at  their  own  risk.

          b.  Exchange.  This  Warrant  may be exchanged, without payment of any
              --------
     service  charge, for one (1) or more new Warrants of like tenor exercisable
     for  the  same aggregate number of shares of Common Stock upon surrender to
     the  Company  by  the  registered  holder  hereof  in  person  or  by legal
     representative or by attorney duly authorized in writing and, upon issuance
     of  the new Warrant or Warrants, the surrendered Warrant shall be cancelled
     and  disposed  of  by  the  Company.

          c.  Disposition  of  Warrant  or  Warrant  Shares. With respect to any
              ---------------------------------------------
     offer,  sale  or  other  disposition of this Warrant, or any Warrant Shares
     acquired  pursuant to the exercise of this Warrant prior to registration of
     such  Warrant  or  Warrant  Shares,  the  holder hereof and each subsequent
     holder  of  this Warrant agrees to give written notice to the Company prior
     thereto,  describing  briefly  the  manner thereof, together with a written
     opinion  of  such holder's counsel, if reasonably requested by the Company,
     to  the  effect  that such offer, sale or other disposition may be effected

<PAGE>

     without  registration or qualification (under the Securities Act as then in
     effect  or any federal or state law then in effect) of this Warrant or such
     Warrant  Shares  and  indicating  whether  or  not under the Securities Act
     certificates  for  this  Warrant  or  such  Warrant  Shares  to  be sold or
     otherwise  disposed  of  require  any  restrictive  legend as to applicable
     restrictions  on  transferability  in  order  to  ensure  compliance  with
     applicable laws. Promptly upon receiving such written notice and reasonably
     satisfactory  opinion,  if  so  requested,  the  Company,  as  promptly  as
     practicable,  shall  notify  such  holder  that  such  holder  may  sell or
     otherwise dispose of this Warrant or such Warrant Shares, all in accordance
     with  the  terms of the notice delivered to the Company. If a determination
     has been made pursuant to this Section 8(c) that the opinion of counsel for
                                    -----------
     the holder is not reasonably satisfactory to the Company, the Company shall
     so  notify  the  holder promptly after such determination has been made and
     neither  this  Warrant  nor  any  Warrant Shares shall be sold or otherwise
     disposed  of  until  such  disagreement  has  been  resolved. The foregoing
     notwithstanding,  this  Warrant  or  such Warrant Shares may (i) as to such
     federal  laws, be offered, sold or otherwise disposed of in accordance with
     Rule 144 and 144A under the Securities Act, provided that the Company shall
     have  been  furnished  with  such information as the Company may reasonably
     request  to  provide a reasonable assurance that the provisions of Rule 144
     and  144A  have  been  satisfied  and (ii) be offered, sold, distributed or
     otherwise  transferred  to  Affiliates of the Holder without regard to this
     Section  8(c),  but  only  if  the  Company  is in receipt of an opinion of
     ------------
     counsel  as  to the permissibility of such transfer under federal and state
     securities  laws and an investor representation letter from the transferee,
     in  form  and  substance  reasonably  satisfactory  to  the  Company.  Each
     certificate  representing  this  Warrant  or  the  Warrant  Shares  thus
     transferred (except a transfer pursuant to Rule 144) shall bear a legend as
     to  the  applicable  restrictions  on  transferability  in  order to ensure
     compliance  with such laws, unless, in the aforesaid opinion of counsel for
     the  holder, such legend is not required in order to ensure compliance with
     such laws. The Company may issue stop transfer instructions to its transfer
     agent  or,  if  acting  as  its  own  transfer  agent, the Company may stop
     transfer  on  its corporate books, in connection with such restrictions. As
     used  herein,  "AFFILIATE  OF  THE  HOLDER"  shall  mean  (x)  any  owner,
     shareholder, partner or member of the Holder, and (y) any other Person that
     directly  or indirectly, through one or more intermediaries, Controls or is
     Controlled  by  or  is  under  common  Control  with  the  Holder.

     9. Rights as Stockholders; Information. No holder of this Warrant, as such,
        -----------------------------------
shall  be  entitled to vote or be deemed the holder of Common Stock or any other
securities  of  the  Company  which  may at any time be issuable on the exercise
hereof  for  any  purpose,  nor  shall anything contained herein be construed to
confer  upon  the  holder  of  this  Warrant,  as  such,  any of the rights of a
stockholder  of  the  Company  or  any  right  to  vote  for the election of the
directors  or  upon any matter submitted to stockholders at any meeting thereof,
or  to  receive notice of meetings, until this Warrant shall have been exercised
and  the  Warrant  Shares purchasable upon the exercise hereof shall have become
deliverable, as provided herein. The foregoing notwithstanding, the Company will
transmit  to  the holder of this Warrant such information, documents and reports
as  are  generally  distributed  to  the  holders  of any class or series of the
securities  of  the  Company  concurrently  with the distribution thereof to the
stockholders.

     10.  Intentionally  Omitted.

<PAGE>

     11.  Additional  Rights.
          ------------------

          11.1  Mergers.  In  the event that the Company undertakes to (i) sell,
                -------
     lease, exchange, convey or otherwise dispose of all or substantially all of
     its  property or business; or (ii) merge into or consolidate with any other
     corporation  (other  than  a  wholly-owned  Subsidiary),  or  effect  any
     transaction  (including  a  merger  or  other  reorganization) or series of
     related  transactions, in which more than fifty percent (50%) of the voting
     power  of the Company is disposed of, the Company will use its best efforts
     to  provide at least thirty (30) days notice to the holder of the terms and
     conditions  of  the  proposed transaction. The Company shall cooperate with
     the  holder in consummating the sale of this Warrant in connection with any
     such  transaction.

     12.  Intentionally  Omitted.

     13.  Modification  and Waiver. This Warrant and any provision hereof may be
          ------------------------
changed,  waived,  discharged  or  terminated  only  by an instrument in writing
signed  by  the  party  against  which  enforcement  of  the  same  is  sought.

     14.  Notices.  Unless  otherwise  specifically  provided  herein,  all
          -------
communications  under  this  Warrant  shall be in writing and shall be deemed to
have  been  duly  given  (i)  on the date of service if served personally on the
party  to whom notice is to be given; (ii) on the day of transmission if sent by
facsimile  transmission  to  the  number  shown on the books of the Company, and
telephonic  confirmation  of  receipt  is  obtained promptly after completion of
transmission;  (iii)  on  the  day  after delivery to Federal Express or similar
overnight  courier;  or  (iv)  on  the fifth day after mailing, if mailed to the
party  to  whom  notice  is  to  be  given,  by  first class mail, registered or
certified, postage prepaid, and properly addressed, return receipt requested, to
each  such  holder at its address as shown on the books of the Company or to the
Company at the address indicated therefor on the signature page of this Warrant.
Any  party  hereto  may  change  its  address for purposes of this Section 14 by
                                                                   ----------
giving the other party written notice of the new address in the manner set forth
herein.

     15.  Binding  Effect  on Successors. This Warrant shall be binding upon any
          ------------------------------
corporation  succeeding  the  Company by merger, consolidation or acquisition of
all  or substantially all of the Company's assets, and all of the obligations of
the  Company  relating  to  the  Common  Stock  issuable  upon  the  exercise or
conversion  of  this  Warrant  shall  survive  the  exercise,  conversion  and
termination  of  this  Warrant  and  all  of the covenants and agreements of the
Company  shall  inure to the benefit of the successors and assigns of the holder
hereof.  The  Company  will,  at  the time of the exercise or conversion of this
Warrant,  in  whole  or  in  part,  upon request of the holder hereof but at the
Company's  expense,  acknowledge  in  writing  its  continuing obligation to the
holder hereof in respect of any rights to which the holder hereof shall continue
to  be  entitled  after  such  exercise  or  conversion  in accordance with this
Warrant;  provided,  however,  that the failure of the holder hereof to make any
          --------   -------
such  request  shall  not affect the continuing obligation of the Company to the
holder  hereof  in  respect  of  such  rights.

     16.  Lost  Warrants  or  Stock  Certificates.  The Company covenants to the
          ---------------------------------------
holder  hereof  that,  upon  receipt  of evidence reasonably satisfactory to the
Company  of  the  loss,  theft, destruction or mutilation of this Warrant or any
stock  certificate  and,  in  the  case  of any loss, theft or destruction, upon

<PAGE>

receipt of an executed lost securities bond or indemnity reasonably satisfactory
to  the  Company,  or  in  the  case  of  any such mutilation upon surrender and
cancellation  of  such  Warrant  or stock certificate, the Company will make and
deliver  a new Warrant or stock certificate, of like tenor, in lieu of the lost,
stolen,  destroyed  or  mutilated  Warrant  or  stock  certificate.

     17.  Descriptive  Headings.  The  descriptive  headings  of  the  several
          ---------------------
paragraphs  of  this  Warrant  are  inserted  for  convenience  only  and do not
constitute  a  part  of  this  Warrant.

     18.  Governing  Law.  This  Warrant  shall  be  construed  and  enforced in
          --------------
accordance with, and the rights of the parties shall be governed by, the laws of
the  State  of  Florida.

     19.  Intentionally  Omitted.

     20.  Remedies.  In case any one (1) or more of the covenants and agreements
          --------
contained  in  this Warrant shall have been breached, the holders hereof (in the
case  of  a breach by the Company), or the Company (in the case of a breach by a
holder),  may  proceed to protect and enforce their or its rights either by suit
in  equity and/or by action at law, including, but not limited to, an action for
damages as a result of any such breach and/or an action for specific performance
of  any  such  covenant  or  agreement  contained  in  this  Warrant.

     21.  Acceptance.  Receipt  of  this  Warrant  by  the  holder  hereof shall
          ----------
constitute  acceptance  of  and agreement to the foregoing terms and conditions.

     22.  No  Impairment  of  Rights.  The Company will not, by amendment of its
          --------------------------
Certificate  of Incorporation or through any other means, avoid or seek to avoid
the  observance  or performance of any of the terms of this Warrant, but will at
all  times in good faith assist in the carrying out of all such terms and in the
taking of all such action as may be necessary or appropriate in order to protect
the  rights  of  the  holder  of  this  Warrant  against  impairment.

     IN  WITNESS  WHEREOF, the Company has caused this Warrant to be executed on
its  behalf  by  one  of  its  officers  thereunto  duly  authorized.


Dated: February    , 2006           CYTATION CORPORATION
               ----

                                  -------------------------------------------
                                  Charles G. Masters, Chief Executive Officer


                          NOTICE TO FLORIDA RESIDENTS:
          -----------------------------------------------------------
     WHERE  SALES ARE MADE TO FIVE OR MORE PERSONS IN FLORIDA (EXCLUDING CERTAIN
INSTITUTIONAL  PURCHASERS  DESCRIBED  IN  SECTION  517.061(7)  OF  THE  FLORIDA
SECURITIES AND INVESTOR PROTECTION ACT) (THE "ACT"), ANY SUCH SALE MADE PURSUANT
TO  SECTION  517.061(11)  OF  THE  ACT SHALL BE VOIDABLE BY THE PURCHASER EITHER
WITHIN  THREE  DAYS  AFTER  THE  FIRST  TENDER  OF CONSIDERATION IS MADE BY SUCH
PURCHASER TO THE ISSUER, OR AN AGENT OF THE ISSUER, OR AN ESCROW AGENT OR WITHIN
THREE  DAYS  AFTER  THE  AVAILABILITY  OF THAT PRIVILEGE IS COMMUNICATED TO SUCH
PURCHASER,  WHICHEVER  OCCURS  LATER.

<PAGE>

                                    EXHIBIT A
                               NOTICE OF EXERCISE



To:

1.     The  undersigned hereby elects to purchase      shares of Common Stock of
                                                 ------
         .  pursuant to the terms of the attached Warrant, and tenders herewith
- ---------
payment  of  the  purchase  price  of  such  shares  in  full.

2.     Please  issue  a  certificate or certificates representing said shares in
the  name  of  the  undersigned  or in such other name or names as are specified
below:

                      -------------------------------
                                 (Name)


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

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

3.     The  undersigned  represents that the aforesaid shares are being acquired
for the account of the undersigned for investment and not with a view to, or for
resale in connection with, the distribution thereof and that the undersigned has
no  present  intention  of  distributing  or  reselling such shares.  In support
thereof, the undersigned shall execute an Investment Representation Statement in
form  reasonably  acceptable  to  the  Company.


                              ---------------------------------
                              (Signature)



- ------------------------
      (Date)

<PAGE>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.12
<SEQUENCE>12
<FILENAME>ex10-12.txt
<DESCRIPTION>FORM OF SERIES BD-4 COMMON STOCK PURCHASE WARRANT
<TEXT>
Exhibit 10.12


THIS  WARRANT  OR  THE  SHARES  OF  COMMON  STOCK ISSUABLE UPON EXERCISE OF THIS
WARRANT  HAVE  NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
OR  ANY STATE SECURITIES LAWS.  NO SALE, DISPOSITION OR EXERCISE MAY BE EFFECTED
WITHOUT (i) AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO, (ii) AN OPINION
OF  COUNSEL  FOR  THE  HOLDER, REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH
REGISTRATION  IS  NOT  REQUIRED, (iii) RECEIPT OF A NO-ACTION LETTER(S) FROM THE
APPROPRIATE  GOVERNMENTAL  AUTHORITY(IES),  OR (iv) OTHERWISE COMPLYING WITH THE
PROVISIONS  OF  SECTION  8  OF  THIS  WARRANT.
                ----------


                      SERIES BD WARRANT TO PURCHASE  SHARES
                        OF COMMON STOCK (this "WARRANT")

Warrant No.:  BD-4

Cytation  Corporation,  a Delaware corporation (the "COMPANY"), hereby certifies
that,  for  value  received,  Midtown  Partners  &  Co.,  LLC (the "HOLDER"), or
registered  assigns,  is  the  registered holder of a warrant (the "WARRANT") to
subscribe  for  and  purchase  ___________  shares  of  the  fully  paid  and
nonassessable  Common  Stock  (as  adjusted  pursuant  to  Section 4 hereof, the
                                                           ---------
"WARRANT  SHARES")  of the Company, at a price per share equal to one dollar and
fifty  cents  ($1.50)(the  "WARRANT  PRICE,"  as  adjusted pursuant to Section 4
                                                                       ---------
hereof), subject to the provisions and upon the terms and conditions hereinafter
set  forth.

     As  used  herein,  (a)  the  term  "COMMON  STOCK" shall mean the Company's
presently authorized Common Stock, par value $.001 per share, and any stock into
or  for which such Common Stock may hereafter be converted or exchanged, (b) the
term  "DATE  OF  GRANT"  shall  mean  April  __,  2006,  and (c) the term "OTHER
WARRANTS"  shall  mean  any  warrant issued upon transfer or partial exercise of
this  Warrant.  The  term  "WARRANT"  as  used herein shall be deemed to include
Other  Warrants unless the context hereof or thereof clearly requires otherwise.
The  Warrant has been issued in connection with that certain Securities Purchase
and  Exchange  Agreement  of  even  date  herewith  (the  "PURCHASE AGREEMENT").

     1.     Term.  The  purchase  right  represented  by  this  Warrant  is
            ----
exercisable,  in whole or in part, at any time after the earlier of (a) the date
the Registration Statement on Form SB-2 (or an alternative available form if the
Company  is  not  eligible  to  file  a  Form  SB-2)  covering  the Warrants and
underlying  Warrant Shares is declared effective; or (b) twelve (12) months from
the Date of Grant (the "INITIAL EXERCISE DATE") and from time to time thereafter
through  and including the close of business on the date five (5) years from the
Initial  Exercise  Date  (the "EXPIRATION DATE"); provided, however, that in the
                                                  --------  -------
event that any portion of this Warrant is unexercised as of the Expiration Date,
the  terms  of  Section  2(b),  below,  shall  apply.
                -------------

     2.     Exercise;  Expiration;  Redemption.
            ----------------------------------

          a.  Method  of  Exercise; Payment; Issuance of New Warrant. Subject to
              ------------------------------------------------------
     Section  1  hereof,  the  purchase right represented by this Warrant may be
     exercised  by  the holder hereof, in whole or in part and from time to time
     after the Initial Exercise Date, by the surrender of this Warrant (with the
     notice  of exercise form attached hereto as Exhibit A duly executed) at the

<PAGE>

     principal  office  of  the  Company and by the payment to the Company of an
     amount  equal to the then applicable Warrant Price multiplied by the number
     of  Warrant  Shares  then  being  purchased. The person or persons in whose
     name(s)  any  certificate(s)  representing  shares of Common Stock shall be
     issuable  upon  exercise of this Warrant shall be deemed to have become the
     holder(s) of record of, and shall be treated for all purposes as the record
     holder(s)  of,  the  shares  represented  thereby (and such shares shall be
     deemed  to  have been issued) immediately prior to the close of business on
     the date or dates upon which this Warrant is exercised. In the event of any
     exercise  of  the  rights represented by this Warrant, certificates for the
     shares  of  stock  so  purchased shall be delivered to the holder hereof as
     soon  as  possible  and  in  any  event  within thirty (30) days after such
     exercise  and,  unless this Warrant has been fully exercised, a new Warrant
     representing  the  portion  of  the Warrant Shares, if any, with respect to
     which  this Warrant shall not then have been exercised shall also be issued
     to  the  holder  hereof  as  soon  as possible and in any event within such
     thirty  (30)-day  period.

          b.  Expiration.  In  the  event  that  any  portion of this Warrant is
              ----------
     unexercised  as  of the Expiration Date, such portion of this Warrant shall
     automatically  expire,  and the Holder shall have no rights with respect to
     such  unexercised  portion  of  this  Warrant.

          c.  Maximum.  In no event shall any holder be entitled to exercise any
              -------
     Warrant  Shares  to  the  extent  that, after such exercise, the sum of the
     number  of  shares of Common Stock beneficially owned by any holder and its
     affiliates  (other  than  shares  of  Common  Stock  which  may  be  deemed
     beneficially  owned through the ownership of the unexercised portion of the
     Warrant  Shares  or  any  unexercised right held by any holder subject to a
     similar limitation), would result in beneficial ownership by any holder and
     its affiliates of more than 4.99% of the outstanding shares of Common Stock
     (after  taking into account the shares to be issued to the holder upon such
     exercise). For purposes of this Section 2(c), beneficial ownership shall be
     determined  in accordance with Section 13(d) of the Securities Exchange Act
     of  1934,  as  amended.  Nothing  herein  shall  preclude  the  holder from
     disposing  of  a  sufficient  number  of  other  shares  of  Common  Stock
     beneficially  owned  by the holder so as to thereafter permit the continued
     exercise  of  this  Warrant.

          d. Cashless Exercise. Subject to the provisions hereof, at any time or
             -----------------
     from  time to time prior to the Expiration Date, the Holder shall also have
     the  right to exercise this Warrant or any portion thereof, without payment
     by  the  Holder  of  the  Warrant  Price in cash or any other consideration
     (other  than  the surrender of rights to receive Warrant Shares hereunder),
     as  provided  herein (a "CASHLESS EXERCISE"). Upon a Cashless Exercise with
     respect  to  a  particular number of Warrant Shares (the "EXCHANGED WARRANT
     SHARES"),  the  Company shall deliver to the Holder (without payment by the
     Holder  of the Warrant Price in cash or any other consideration (other than
     the  surrender  of rights to receive Common Stock hereunder) that number of
     Warrant  Shares  computed  using  the  following  formula:

                             X =     Y (A - B)
                                     ---------
                                         A

             Where:  X =  the number of Warrant Shares to be delivered to the
                          holder;

<PAGE>

                     Y =  the number of Exchanged Warrant Shares;

                     A =  the Fair Market Value of the Warrant Shares as
                          determined in accordance with Section 4.

                     B =  the Warrant Price (as adjusted through the Cashless
                          Exercise Date)

A  Cashless  Exercise  may  be  effected  by the Holder by the surrender of this
Warrant  as  provided  herein, together with a written statement specifying that
the  Holder  thereby  intends  to  effect a Cashless Exercise and indicating the
number  of  Exchanged Warrant Shares which are covered by the Cashless Exercise.
Such  Cashless  Exercise  shall be effective upon receipt by the Company of this
Warrant, together with the aforesaid written statement, or on such later date as
is specified therein (the "CASHLESS EXERCISE DATE").  The Company shall issue to
the Holder as of the Cashless Exercise Date a certificate for the Warrant Shares
issuable  upon  the  Cashless Exercise and, if applicable, a new warrant of like
tenor  evidencing  the  balance  of the Warrant Shares remaining subject to this
Warrant.

     3.     Intentionally  Omitted.

     4.     Adjustment  of  Warrant  Price and Number of Shares.  The number and
            ---------------------------------------------------
kind of securities purchasable upon the exercise of this Warrant and the Warrant
Price  shall  be  subject to adjustment from time to time upon the occurrence of
certain  events,  as  follows:

          a. Reclassification or Merger. In case of any reclassification, change
             --------------------------
     or  conversion  of  securities  of the class issuable upon exercise of this
     Warrant  (other  than  a  change  in par value, or from par value to no par
     value,  or  from no par value to par value, or as a result of a subdivision
     or  combination),  or  in  case  of  any merger of the Company with or into
     another  corporation (other than a merger with another corporation in which
     the  Company  is the acquiring and the surviving corporation and which does
     not  result  in  any  reclassification  or change of outstanding securities
     issuable  upon  exercise of this Warrant), or in case of any sale of all or
     substantially  all  of  the  assets  of  the  Company, the Company, or such
     successor or purchasing corporation, as the case may be, shall duly execute
     and  deliver  to  the  holder  of  this  Warrant a new Warrant (in form and
     substance  satisfactory  to the holder of this Warrant), so that the holder
     of  this Warrant shall have the right to receive, at a total purchase price
     not  to exceed that payable upon the exercise of the unexercised portion of
     this  Warrant,  and  in  lieu  of  the  shares  of Common Stock theretofore
     issuable  upon  exercise  of this Warrant, the kind and amount of shares of
     stock,  other  securities,  money  and  property  receivable  upon  such
     reclassification,  change  or merger by a holder of the number of shares of
     Common  Stock  then  purchasable under this Warrant. Such new Warrant shall
     provide  for  adjustments  that  shall  be  as  nearly equivalent as may be
     practicable  to  the  adjustments  provided  for  in  this  Section  4. The
                                                                 ----------
     provisions  of  this  Section  4(a)  shall  similarly  apply  to successive
                           ------------
     reclassifications,  changes,  mergers  and  transfers.

          b.  Subdivision  or  Combination  of Shares. If at any time while this
              ---------------------------------------
     Warrant  remains  outstanding  and unexpired the Company shall subdivide or
     combine  its outstanding shares of Common Stock, the Warrant Price shall be
     proportionately  decreased in the case of a subdivision or increased in the
     case  of  a combination, effective at the close of business on the date the
     subdivision  or  combination  becomes  effective.

<PAGE>

          c.  Stock  Dividends. If at any time while this Warrant is outstanding
              ----------------
     and unexpired the Company shall pay a dividend with respect to Common Stock
     payable in Common Stock, then the Warrant Price shall be adjusted, from and
     after  the  date  of determination of stockholders entitled to receive such
     dividend  or  distribution,  to  that  price  determined by multiplying the
     Warrant  Price in effect immediately prior to such date of determination by
     a  fraction  (i) the numerator of which shall be the total number of shares
     of  Common  Stock  outstanding immediately prior to such dividend, and (ii)
     the  denominator  of  which  shall  be the total number of shares of Common
     Stock  outstanding  immediately  after  such  dividend.

          d.  Rights Offerings. In case the Company shall, at any time after the
              ----------------
     Date  of  Grant, issue rights, options or warrants to the holders of equity
     securities  of  the  Company,  entitling  them to subscribe for or purchase
     shares  of  Common  Stock  (or  securities convertible or exchangeable into
     Common  Stock)(excluding  Exempt  Securities,  as  such  term is defined in
     Section  4(i)  below)  at  a  price  per share of Common Stock (or having a
     conversion  or  exchange  price  per  share  of  Common Stock if a security
     convertible  or  exchangeable  into  Common  Stock)  less than the Series D
     Conversion  Price  (as  defined  in  the  certificate  of  designations,
     preferences,  and  rights for the Series D Convertible Preferred Stock) per
     share  of Common Stock on the record date for such issuance (or the date of
     issuance, if there is no record date), the Warrant Price to be in effect on
     and  after such record date (or issuance date, as the case may be) shall be
     reduced,  concurrently  with  such  issue,  to  a  price  equal  to  the
     consideration  received  per  share in connection with the issuance of such
     Additional  Shares  of  Common Stock. In case such purchase or subscription
     price  may  be paid in part or in whole in a form other than cash, the fair
     value  of  such consideration shall be determined by the Board of Directors
     of  the  Company  in  good  faith  as  set  forth  in  a duly adopted board
     resolution  certified  by  the  Company's Secretary or Assistant Secretary.
     Such  adjustment  shall  be  made  successively  whenever  such an issuance
     occurs;  and  in  the  event  that  such  rights,  options,  warrants,  or
     convertible or exchangeable securities are not so issued or expire or cease
     to  be convertible or exchangeable before they are exercised, converted, or
     exchanged  (as  the  case  may  be),  then the Warrant Price shall again be
     adjusted  to  be  the  Warrant  Price  that would then be in effect if such
     issuance had not occurred; provided, however, that the Company shall adjust
     the number of Warrant Shares issued upon any exercise of this Warrant after
     the adjustment required pursuant to this Section 4(d) but prior to the date
     such  subsequent adjustment is made, in order to equitably reflect the fact
     that  such  rights,  options,  warrants,  or  convertible  or  exchangeable
     securities  were  not  so  issued or expired or ceased to be convertible or
     exchangeable  before  they  were exercised, converted, or exchanged (as the
     case  may  be).

          e.  Other  Issuances  of  Securities.  In  case  the  Company  or  any
              --------------------------------
     Subsidiary  shall,  at  any  time  after the Date of Grant, issue shares of
     Common  Stock,  or rights, options, warrants or convertible or exchangeable
     securities  containing  the  right  to  subscribe for or purchase shares of
     Common  Stock  (excluding  (i)  shares,  rights,  options,  warrants,  or
     convertible  or  exchangeable  securities issued in any of the transactions
     described  in  Sections 4(b), 4(c), 4(d), or 4(f) above; (ii) shares issued
                    ------------   ---   ---     -----
     upon the exercise of such rights, options or warrants or upon conversion or
     exchange of such convertible or exchangeable securities; (iii) this Warrant
     and any shares issued upon exercise thereof; and (iv) Exempt Securities (as
     defined  in  Section  4(i)  below)),  at  a price per share of Common Stock
                  ------------
     (determined  in  the case of such rights, options, warrants, or convertible
     or  exchangeable  securities by dividing (x) the total amount receivable by

<PAGE>

     the  Company  in  consideration  of  the  sale and issuance of such rights,
     options,  warrants,  or  convertible  or  exchangeable securities, plus the
     total  minimum  consideration  payable  to  the  Company  upon  exercise,
     conversion,  or  exchange thereof by (y) the total maximum number of shares
     of  Common  Stock covered by such rights, options, warrants, or convertible
     or  exchangeable securities) lower than the Series D Conversion Price, then
     the  Warrant  Price  shall  be  reduced, concurrently with such issue, to a
     price  equal to the consideration received per share in connection with the
     issuance  of  such  Additional  Shares of Common Stock. For the purposes of
     such  adjustment,  the  maximum  number of shares of Common Stock which the
     holder of any such rights, options, warrants or convertible or exchangeable
     securities  shall  be entitled to subscribe for or purchase shall be deemed
     to  be  issued and outstanding as of the date of such sale and issuance and
     the  consideration  received  by the Company therefor shall be deemed to be
     the  consideration  received  by  the  Company  for  such  rights, options,
     warrants,  or  convertible  or  exchangeable  securities,  plus the minimum
     consideration  or  premium  stated  in  such  rights, options, warrants, or
     convertible  or exchangeable securities to be paid for the shares of Common
     Stock  covered  thereby. In case the Company shall sell and issue shares of
     Common  Stock, or rights, options, warrants, or convertible or exchangeable
     securities  containing  the  right  to  subscribe for or purchase shares of
     Common  Stock  for  a  consideration  consisting,  in  whole or in part, of
     property  other than cash or its equivalent, then, in determining the price
     per share of Common Stock and the consideration received by the Company for
     purposes of the first sentence of this Section 4(e), the Board of Directors
                                            -----------
     of  the  Company  shall  determine,  in  good faith, the fair value of said
     property, and such determination shall be described in a duly adopted board
     resolution  certified by the Company's Secretary or Assistant Secretary. In
     case  the  Company  shall  sell  and  issue  rights,  options, warrants, or
     convertible  or  exchangeable  securities containing the right to subscribe
     for  or purchase shares of Common Stock together with one (1) or more other
     securities  as  a  part of a unit at a price per unit, then, in determining
     the  price  per share of Common Stock and the consideration received by the
     Company  for purposes of the first sentence of this Section 4(e), the Board
                                                         -----------
     of  Directors  of  the  Company  shall  determine,  in  good  faith,  which
     determination  shall  be  described  in  a  duly  adopted  board resolution
     certified by the Company's Secretary or Assistant Secretary, the fair value
     of the rights, options, warrants, or convertible or exchangeable securities
     then  being  sold  as  part  of  such  unit.  Such adjustment shall be made
     successively  whenever  such an issuance occurs, and in the event that such
     rights, options, warrants, or convertible or exchangeable securities expire
     or  cease  to  be  convertible  or  exchangeable before they are exercised,
     converted,  or exchanged (as the case may be), then the Warrant Price shall
     again be adjusted to the Warrant Price that would then be in effect if such
     sale  and  issuance  had not occurred, but such subsequent adjustment shall
     not  affect  the  number  of Warrant Shares issued upon any exercise of the
     Warrant  prior  to  the  date  such  subsequent  adjustment  is  made.

          f. Adjustment of Number of Shares. Upon each adjustment in the Warrant
             ------------------------------
     Price,  the  number  of  Warrant  Shares  purchasable  hereunder  shall  be
     adjusted,  to  the  nearest  whole  share,  to  the  product  obtained  by
     multiplying  the  number of Warrant Shares purchasable immediately prior to
     such  adjustment in the Warrant Price by a fraction, the numerator of which
     shall  be  the  Warrant  Price immediately prior to such adjustment and the
     denominator  of  which  shall  be the Warrant Price immediately thereafter.

<PAGE>

          g. Determination of Fair Market Value. For purposes of this Section 4,
             ----------------------------------                       ---------
     "FAIR MARKET VALUE" of a share of Common Stock as of a particular date (the
     "DETERMINATION  DATE")  shall mean (i) if shares of Common Stock are traded
     on  a national securities exchange (an "EXCHANGE"), the weighted average of
     the closing sale price of a share of the Common Stock of the Company on the
     last five (5) trading days prior to the Determination Date reported on such
     Exchange  as  reported in The Wall Street Journal (weighted with respect to
     the trading volume with respect to each such day); (ii) if shares of Common
     Stock  are  not  traded  on  an  Exchange but trade in the over-the-counter
     market and such shares are quoted on the National Association of Securities
     Dealers Automated Quotations System ("NASDAQ"), the weighted average of the
     closing  sale  price  of  a share of the Common Stock of the Company on the
     last  five  (5)  trading  days  prior to the Determination Date reported on
     NASDAQ as reported in The Wall Street Journal (weighted with respect to the
     trading  volume with respect to each such day); (iii) if such shares are an
     issue for which last sale prices are not reported on NASDAQ, the average of
     the  closing sale price, in each case on the last five (5) trading days (or
     if  the  relevant price or quotation did not exist on any of such days, the
     relevant  price  or  quotation  on the next preceding business day on which
     there  was  such  a  price or quotation) prior to the Determination Date as
     reported  by the Over the Counter Bulletin Board (the "OTCBB") or the "pink
     sheets" by the Pink Sheets, LLC; (iv) if no closing sales price is reported
     for  the Common Stock by the OTCBB or "pink sheets" by the Pink Sheets, LLC
     for such day, the average of the high and low bid and asked price of any of
     the  market  makers for the Common Stock as reported on the OTCBB or in the
     "pink sheets" by the Pink Sheets, LLC on the last five (5) trading days; or
     (v)  if  no  price  can  be determined on the basis of the above methods of
     valuation, then the judgment of valuation shall be determined in good faith
     by  the  Board  of  Directors  of the Company, which determination shall be
     described  in  a  duly  adopted board resolution certified by the Company's
     Secretary  or Assistant Secretary. If the Board of Directors of the Company
     is  unable to determine any Valuation (as defined below), or if the holders
     of  at least fifty percent (50%) of all of the Warrant Shares then issuable
     hereunder  (collectively,  the  "REQUESTING  HOLDERS")  disagree  with  the
     Board's  determination  of any Valuation by written notice delivered to the
     Company  within  five  (5) business days after the determination thereof by
     the  Board  of  Directors  of the Company is communicated to holders of the
     Warrants affected thereby, which notice specifies a majority-in-interest of
     the  Requesting  Holders' determination of such Valuation, then the Company
     and  a  majority-in-interest  of  the  Requesting  Holders  shall  select a
     mutually  acceptable  investment  banking firm of national reputation which
     has  not had a material relationship with the Company or any officer of the
     Company  within  the  preceding  two  (2) years, which shall determine such
     Valuation.  Such  investment banking firm's determination of such Valuation
     shall  be  final,  binding and conclusive on the Company and the holders of
     all  of  the  Warrants  issued  hereunder and then outstanding. Any and all
     costs  and  fees  of such investment banking firm shall be borne equally by
     the Company and the Requesting Holders, however, if the Valuation is within
     ninety  percent  (90%)  of  either  party's valuation, then the other party
     shall  pay  all  of the costs and fees of such investment banking firm. For
     purposes  of  this  Section  4(g),  the  term  "VALUATION"  shall  mean the
     determination,  to  be  made  initially  by  the  Board of Directors of the
     Company,  of  the  fair  market value per share of Common Stock pursuant to
     clause  (v)  above.

          h.  Subsequent  Changes.  If,  at any time after any adjustment of the
              -------------------
     Warrant Price shall have been made hereunder as the result of any issuance,
     sale  or  grant  of  any  rights,  options,  warrants  or  convertible  or
     exchangeable  securities,  any  of  such rights, options or warrants or the

<PAGE>

     rights  of  conversion  or  exchange  associated  with  such convertible or
     exchangeable  securities shall expire by their terms or any of such rights,
     options,  warrants  or  convertible  or  exchangeable  securities  shall be
     repurchased  by  the  Company  or  a  Subsidiary  for  a  consideration per
     underlying  share  of  Common  Stock  not  exceeding  the  amount  of  such
     consideration received by the Company in connection with the issuance, sale
     or  grant  of such rights, options, warrants or convertible or exchangeable
     securities,  the  Warrant Price then in effect shall forthwith be increased
     to the Warrant Price that would have been in effect if such expiring right,
     option  or  warrant or rights of conversion or exchange or such repurchased
     rights,  options,  warrants  or  convertible or exchangeable securities had
     never  been  issued. Similarly, if at any time after any such adjustment of
     the Warrant Price shall have been made pursuant to this Section 4 above (i)
                                                             ---------
     any additional aggregate consideration is received or becomes receivable by
     the  Company  in  connection  with the issuance or exercise of such rights,
     options,  warrants or convertible or exchangeable securities; or (ii) there
     is  a  reduction  in  the  conversion  or exchange ratio applicable to such
     convertible or exchangeable securities so that fewer shares of Common Stock
     will  be  issuable  upon  the  conversion or exchange thereof or there is a
     decrease  in the number of shares of Common Stock issuable upon exercise of
     such  rights,  options or warrants (except where such reduction or decrease
     results  from a combination of shares described in Section 4(b) above), the
     Warrant  Price  then in effect shall be forthwith readjusted to the Warrant
     Price  that  would  have been in effect had such changes taken place at the
     time  that  such  rights,  options, warrants or convertible or exchangeable
     securities  were  initially  issued, granted or sold. In no event shall any
     readjustment  under  this  Section  4(h) affect the validity of any Warrant
                                ------------
     Shares issued upon any exercise of this Warrant prior to such readjustment.

          i.  Excluded  Transactions.  Notwithstanding  the  foregoing, Sections
              ----------------------                                    --------
     4(c),  (d)  or 4(e) above shall not apply to: (i) the Company's offering of
     ----   ---     ----
     up  to 750,000 shares of Series A Convertible Preferred Stock, with related
     Series  A Warrants and Series B Warrants, and up to 76,201 shares of Series
     B  Convertible Preferred Stock and Series C Convertible Preferred Stock, in
     the  aggregate,  pursuant  to  the  Securities  Purchase and Share Exchange
     Agreement  of  even  date  herewith (the "OFFERING"); (ii) shares of Common
     Stock  issued or deemed issued to employees or directors of, or consultants
     to,  the  Company or any of its subsidiaries for services rendered pursuant
     to  a plan, agreement, or arrangement approved by the Board of Directors of
     the  Company  (including  5,000  shares of Common Stock per month issued or
     issuable  to  a  third party in connection with the provision of guarantees
     for  certain  obligations of the Company); (iii) the issuance of securities
     pursuant  to  the  conversion  or  exercise  of  convertible or exercisable
     securities  outstanding  on  the  date  hereof; (iv) shares of Common Stock
     issued  in  connection  with  any  stock  split  or stock dividend; (v) the
     issuance  of  Series  A  Convertible  Preferred Stock, Series B Convertible
     Preferred  Stock,  Series C Convertible Preferred Stock, Series A Warrants,
     Series B Warrants, Series C Warrants or Series D Warrant in connection with
     the  Offering;  (vi) the issuance of shares of Common Stock upon conversion
     or  exercise,  as  applicable, of the Series A Convertible Preferred Stock,
     Series B Convertible Preferred Stock, Series C Convertible Preferred Stock,
     Series A Warrants, Series B Warrants, Series C Warrants or Series D Warrant

<PAGE>

     in  connection  with  the  Offering, in each case, provided the issuance is
     pursuant  to  the  terms  of  such  option  or  convertible security; (vii)
     warrants  issued  to  Midtown  Partners  &  Co., LLC, as placement agent in
     connection  with  Offering, and shares of Common Stock issued in connection
     with the exercise thereof; (viii) shares of Common Stock issued or issuable
     in  connection with a bona fide joint venture or business acquisition of or
     by  the  Company, whether by merger, consolidation, sale of assets, sale or
     exchange  of  stock,  or  otherwise;  provided  that  any  such issuance is
     approved  by the Board of Directors, and, at the time of such issuance, the
     aggregate  of  that  issuance  and  similar issuances in the then preceding
     twelve  (12)  month  period  shall  not  exceed  ten  percent  (10%) of the
     then-outstanding  Common Stock of the Company (assuming full conversion and
     exercise  of  all convertible and exercisable securities); (ix) the Reverse
     Merger  (as  defined  in  the  Certificate  of Designations of the Series A
     Convertible  Preferred Stock); and (x) Series A Warrants issued pursuant to
     Section  2  of  the  Investor  Rights  Agreement of even date herewith (the
     "INVESTOR  RIGHTS  AGREEMENT")(collectively,  the  "EXEMPT  SECURITIES").

     5.  Notice  of  Adjustments.  Whenever  the  Warrant Price or the number of
         -----------------------
Warrant  Shares  purchasable  hereunder  shall be adjusted pursuant to Section 4
hereof,  the  Company  shall deliver to the holder of this Warrant a certificate
signed  by  its chief financial officer setting forth, in reasonable detail, the
event  requiring  the  adjustment,  the  amount of the adjustment, the method by
which  such  adjustment  was calculated, and the Warrant Price and the number of
Warrant  Shares  purchasable  hereunder  after giving effect to such adjustment.

     6.  Piggyback Registration Rights. If the Company, at any time prior to the
         -----------------------------
Expiration Date, proposes to register (the "REGISTRATION") any of its securities
under the Securities Act of 1933 (the "SECURITIES ACT") (except registrations by
way of Commission Forms S-4 or S-8, or any successor thereto, or to qualify such
securities  under the securities laws of any state or register its securities in
connection with any warrant, option or employee benefit plan), the Company shall
give  prompt  written  notice  thereof to the Holder and, if the Holder shall so
request in writing within twenty (20) days after receipt of any such notice, the
Company  shall exercise all reasonable efforts to include among securities which
it  then  endeavors  to make the subject of a registration statement to be filed
under  the  Securities  Act  all  shares the Holder so requests to be registered
thereunder  (the  "DESIGNATED  SHARES") and to use its best efforts to cause all
such  registrations  to  be effected and to be kept effective until all sales or
distributions  contemplated in connection therewith are completed; provided that
the  Company shall not be obligated to keep such registration in effect for more
than  nine  months  from  the  effective date thereof. If the Company thereafter
determines  for  any  reason  in its sole discretion not to register or to delay
registration  of  its securities, the Company may, at its election, give written
notice  of  such  determination  to  the  Holder  and  shall  be relieved of any
obligation  to  register  any  Designated  Shares  in  connection  with  such
registration  or  in  case  of  a  determination to delay registration, shall be
permitted  to  delay  in  registration  of  the  Designated  Shares.

     All  costs  and  expenses  incident  to  the  Company's registration of the
Designated  Shares  under the Securities Act, including, without limitation, all
registration and filing fees, fees and expenses of compliance with securities or
blue  sky laws, printing expenses, messenger and delivery expenses, and fees and
disbursements  of  counsel  for the Company and all independent certified public
accountants,  underwriters  (excluding  discounts  and  commissions)  and  other
persons  retained  by  the Company, shall, to the extent permitted by applicable
federal  and  state  securities  laws,  rules  and  regulations, be borne by the
Company.

     7.  Fractional  Shares. No fractional shares of Common Stock will be issued
         ------------------
in connection with any exercise hereunder, but in lieu of such fractional shares
the  Company  shall  make a cash payment therefor based on the fair market value
(as determined in accordance with Section 4(g) above) of a share of Common Stock
                                  -----------
on  the date of exercise, or round up to the next whole number of shares, at the
Company's  option.

<PAGE>

     8.   Compliance  with  Securities  Act  and  Investor  Rights  Agreement;
          --------------------------------------------------------------------
          Disposition  of  Warrant  or  Warrant  Shares.
          ---------------------------------------------

          a.  Compliance  with  Securities  Act.  The holder of this Warrant, by
              ---------------------------------
     acceptance  hereof, agrees that this Warrant and the shares of Common Stock
     to  be  issued  upon  exercise hereof are being acquired for investment and
     that such holder will not offer, sell or otherwise dispose of this Warrant,
     or  any  shares  of  Common  Stock to be issued upon exercise hereof except
     under  circumstances which will not result in a violation of the Securities
     Act.  Upon  exercise  of  this  Warrant, the holder hereof shall confirm in
     writing,  that  the  shares of Common Stock so purchased are being acquired
     for  investment  and  not  with  a view toward distribution or resale. This
     Warrant and all shares of Common Stock issued upon exercise of this Warrant
     (unless  registered under the Securities Act) shall be stamped or imprinted
     with  a  legend  in  substantially  the  following  form:

"THE  SECURITIES  EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT  OF  1933, AS AMENDED, OR ANY STATE SECURITIES LAWS.  NO SALE OR DISPOSITION
MAY BE EFFECTED WITHOUT (i) AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO,
(ii)  AN  OPINION  OF  COUNSEL  FOR  THE  HOLDER, REASONABLY SATISFACTORY TO THE
COMPANY,  THAT  SUCH  REGISTRATION IS NOT REQUIRED, (iii) RECEIPT OF A NO-ACTION
LETTER(S)  FROM  THE  APPROPRIATE GOVERNMENTAL AUTHORITY(IES), OR (iv) OTHERWISE
COMPLYING  WITH  THE  PROVISIONS  OF  SECTION 8 OF THE WARRANT UNDER WHICH THESE
                                      ---------
SECURITIES  WERE  ISSUED  DIRECTLY  OR  INDIRECTLY."

In  addition,  in  connection  with  the  issuance  of  this Warrant, the holder
specifically represents to the Company by acceptance of this Warrant as follows:

          (1)  The  holder  is  aware  of  the  Company's  business  affairs and
     financial  condition,  and  has  acquired  information  about  the  Company
     sufficient  to reach an informed and knowledgeable decision to acquire this
     Warrant.  The  holder  is  acquiring  this  Warrant for its own account for
     investment  purposes  only  and  not  with  a view to, or for the resale in
     connection  with, any "distribution" thereof for purposes of the Securities
     Act.

          (2)  The  holder  understands that this Warrant and the Warrant Shares
     have  not  been  registered  under  the  Securities  Act in reliance upon a
     specific  exemption  therefrom,  which  exemption depends upon, among other
     things, the bona fide nature of the holder's investment intent as expressed
     herein. In this connection, the holder understands that, in the view of the
     SEC,  the  statutory  basis  for  such  exemption may be unavailable if the
     holder's  representation  was predicated solely upon a present intention to
     hold  the  Warrant  and  the  Warrant  Shares for the minimum capital gains
     period  specified  under  applicable  tax laws, for a deferred sale, for or
     until  an  increase  or decrease in the market price of the Warrant and the
     Warrant  Shares,  or for a period of one (1) year or any other fixed period
     in  the  future.

<PAGE>

          (3)  The  holder further understands that this Warrant and the Warrant
     Shares  must  be held indefinitely unless subsequently registered under the
     Securities  Act  and  any  applicable  state  securities  laws,  or  unless
     exemptions  from  registration  are  otherwise  available.

          (4)  The  holder  is  aware  of  the  provisions of Rule 144 and 144A,
     promulgated  under  the Securities Act, which, in substance, permit limited
     public  resale of "restricted securities" acquired, directly or indirectly,
     from  the  issuer  thereof  (or  from  an  affiliate  of such issuer), in a
     non-public  offering  subject to the satisfaction of certain conditions, if
     applicable,  including,  among  other  things:  the availability of certain
     public  information  about  the Company, the resale occurring not less than
     one  (1)  year after the party has purchased and paid for the securities to
     be  sold;  the sale being made through a broker in an unsolicited "broker's
     transaction"  or in transactions directly with a market maker (as said term
     is  defined  under the Securities Exchange Act of 1934, as amended) and the
     amount  of  securities  being  sold  during  any  three (3)month period not
     exceeding  the  specified  limitations  stated  therein.

          (5)  The holder further understands that at the time it wishes to sell
     this  Warrant  and  the  Warrant  Shares there may be no public market upon
     which  to  make  such  a  sale, and that, even if such a public market then
     exists,  the  Company  may not be satisfying the current public information
     requirements  of Rule 144 and 144A, and that, in such event, the holder may
     be  precluded  from  selling this Warrant and the Warrant Shares under Rule
     144  and  144A  even  if  the  one (1)-year minimum holding period has been
     satisfied.

          (6)  The holder further understands that, in the event that all of the
     requirements of Rule 144 and 144A are not satisfied, registration under the
     Securities  Act,  compliance  with Regulation A, or some other registration
     exemption  will  be  required; and that, notwithstanding the fact that Rule
     144  and  144A  are  not  exclusive, the Staff of the SEC has expressed its
     opinion  that  persons proposing to sell private placement securities other
     than  in  a registered offering and otherwise than pursuant to Rule 144 and
     144A  will  have  a  substantial  burden  of  proof in establishing that an
     exemption from registration is available for such offers or sales, and that
     such  persons  and  their  respective  brokers  who  participate  in  such
     transactions  do  so  at  their  own  risk.

          b.  Exchange.  This  Warrant  may be exchanged, without payment of any
              --------
     service  charge, for one (1) or more new Warrants of like tenor exercisable
     for  the  same aggregate number of shares of Common Stock upon surrender to
     the  Company  by  the  registered  holder  hereof  in  person  or  by legal
     representative or by attorney duly authorized in writing and, upon issuance
     of  the new Warrant or Warrants, the surrendered Warrant shall be cancelled
     and  disposed  of  by  the  Company.

          c.  Disposition  of  Warrant  or  Warrant  Shares. With respect to any
              ---------------------------------------------
     offer,  sale  or  other  disposition of this Warrant, or any Warrant Shares
     acquired  pursuant to the exercise of this Warrant prior to registration of
     such  Warrant  or  Warrant  Shares,  the  holder hereof and each subsequent
     holder  of  this Warrant agrees to give written notice to the Company prior
     thereto,  describing  briefly  the  manner thereof, together with a written
     opinion  of  such holder's counsel, if reasonably requested by the Company,
     to  the  effect  that such offer, sale or other disposition may be effected
     without  registration or qualification (under the Securities Act as then in
     effect  or any federal or state law then in effect) of this Warrant or such

<PAGE>

     Warrant  Shares  and  indicating  whether  or  not under the Securities Act
     certificates  for  this  Warrant  or  such  Warrant  Shares  to  be sold or
     otherwise  disposed  of  require  any  restrictive  legend as to applicable
     restrictions  on  transferability  in  order  to  ensure  compliance  with
     applicable laws. Promptly upon receiving such written notice and reasonably
     satisfactory  opinion,  if  so  requested,  the  Company,  as  promptly  as
     practicable,  shall  notify  such  holder  that  such  holder  may  sell or
     otherwise dispose of this Warrant or such Warrant Shares, all in accordance
     with  the  terms of the notice delivered to the Company. If a determination
     has been made pursuant to this Section 8(c) that the opinion of counsel for
                                    -----------
     the holder is not reasonably satisfactory to the Company, the Company shall
     so  notify  the  holder promptly after such determination has been made and
     neither  this  Warrant  nor  any  Warrant Shares shall be sold or otherwise
     disposed  of  until  such  disagreement  has  been  resolved. The foregoing
     notwithstanding,  this  Warrant  or  such Warrant Shares may (i) as to such
     federal  laws, be offered, sold or otherwise disposed of in accordance with
     Rule 144 and 144A under the Securities Act, provided that the Company shall
     have  been  furnished  with  such information as the Company may reasonably
     request  to  provide a reasonable assurance that the provisions of Rule 144
     and  144A  have  been  satisfied  and (ii) be offered, sold, distributed or
     otherwise  transferred  to  Affiliates of the Holder without regard to this
     Section  8(c),  but  only  if  the  Company  is in receipt of an opinion of
     ------------
     counsel  as  to the permissibility of such transfer under federal and state
     securities  laws and an investor representation letter from the transferee,
     in  form  and  substance  reasonably  satisfactory  to  the  Company.  Each
     certificate  representing  this  Warrant  or  the  Warrant  Shares  thus
     transferred (except a transfer pursuant to Rule 144) shall bear a legend as
     to  the  applicable  restrictions  on  transferability  in  order to ensure
     compliance  with such laws, unless, in the aforesaid opinion of counsel for
     the  holder, such legend is not required in order to ensure compliance with
     such laws. The Company may issue stop transfer instructions to its transfer
     agent  or,  if  acting  as  its  own  transfer  agent, the Company may stop
     transfer  on  its corporate books, in connection with such restrictions. As
     used  herein,  "AFFILIATE  OF  THE  HOLDER"  shall  mean  (x)  any  owner,
     shareholder, partner or member of the Holder, and (y) any other Person that
     directly  or indirectly, through one or more intermediaries, Controls or is
     Controlled  by  or  is  under  common  Control  with  the  Holder.

     9. Rights as Stockholders; Information. No holder of this Warrant, as such,
        -----------------------------------
shall  be  entitled to vote or be deemed the holder of Common Stock or any other
securities  of  the  Company  which  may at any time be issuable on the exercise
hereof  for  any  purpose,  nor  shall anything contained herein be construed to
confer  upon  the  holder  of  this  Warrant,  as  such,  any of the rights of a
stockholder  of  the  Company  or  any  right  to  vote  for the election of the
directors  or  upon any matter submitted to stockholders at any meeting thereof,
or  to  receive notice of meetings, until this Warrant shall have been exercised
and  the  Warrant  Shares purchasable upon the exercise hereof shall have become
deliverable, as provided herein. The foregoing notwithstanding, the Company will
transmit  to  the holder of this Warrant such information, documents and reports
as  are  generally  distributed  to  the  holders  of any class or series of the
securities  of  the  Company  concurrently  with the distribution thereof to the
stockholders.

     10.     Intentionally  Omitted.

     11.     Additional  Rights.
             ------------------

<PAGE>

          11.1  Mergers.  In  the event that the Company undertakes to (i) sell,
                -------
     lease, exchange, convey or otherwise dispose of all or substantially all of
     its  property or business; or (ii) merge into or consolidate with any other
     corporation  (other  than  a  wholly-owned  Subsidiary),  or  effect  any
     transaction  (including  a  merger  or  other  reorganization) or series of
     related  transactions, in which more than fifty percent (50%) of the voting
     power  of the Company is disposed of, the Company will use its best efforts
     to  provide at least thirty (30) days notice to the holder of the terms and
     conditions  of  the  proposed transaction. The Company shall cooperate with
     the  holder in consummating the sale of this Warrant in connection with any
     such  transaction.

     12.  Intentionally  Omitted.

     13.  Modification and Waiver.  This Warrant and any provision hereof may
          -----------------------
be  changed,  waived,  discharged or terminated only by an instrument in writing
signed  by  the  party  against  which  enforcement  of  the  same  is  sought.

     14.   Notices.  Unless  otherwise  specifically  provided  herein,  all
           -------
communications  under  this  Warrant  shall be in writing and shall be deemed to
have  been  duly  given  (i)  on the date of service if served personally on the
party  to whom notice is to be given; (ii) on the day of transmission if sent by
facsimile  transmission  to  the  number  shown on the books of the Company, and
telephonic  confirmation  of  receipt  is  obtained promptly after completion of
transmission;  (iii)  on  the  day  after delivery to Federal Express or similar
overnight  courier;  or  (iv)  on  the fifth day after mailing, if mailed to the
party  to  whom  notice  is  to  be  given,  by  first class mail, registered or
certified, postage prepaid, and properly addressed, return receipt requested, to
each  such  holder at its address as shown on the books of the Company or to the
Company at the address indicated therefor on the signature page of this Warrant.
Any  party  hereto  may  change  its  address for purposes of this Section 14 by
                                                                   ----------
giving the other party written notice of the new address in the manner set forth
herein.

     15.   Binding  Effect  on Successors.  This Warrant shall be binding upon
           ------------------------------
any  corporation  succeeding the Company by merger, consolidation or acquisition
of  all or substantially all of the Company's assets, and all of the obligations
of  the  Company  relating  to  the  Common  Stock issuable upon the exercise or
conversion  of  this  Warrant  shall  survive  the  exercise,  conversion  and
termination  of  this  Warrant  and  all  of the covenants and agreements of the
Company  shall  inure to the benefit of the successors and assigns of the holder
hereof.  The  Company  will,  at  the time of the exercise or conversion of this
Warrant,  in  whole  or  in  part,  upon request of the holder hereof but at the
Company's  expense,  acknowledge  in  writing  its  continuing obligation to the
holder hereof in respect of any rights to which the holder hereof shall continue
to  be  entitled  after  such  exercise  or  conversion  in accordance with this
Warrant;  provided,  however,  that the failure of the holder hereof to make any
          --------   -------
such  request  shall  not affect the continuing obligation of the Company to the
holder  hereof  in  respect  of  such  rights.

     16.  Lost  Warrants or Stock Certificates.   The  Company  covenants to the
          ------------------------------------
holder  hereof  that,  upon  receipt  of evidence reasonably satisfactory to the
Company  of  the  loss,  theft, destruction or mutilation of this Warrant or any
stock  certificate  and,  in  the  case  of any loss, theft or destruction, upon
receipt of an executed lost securities bond or indemnity reasonably satisfactory
to  the  Company,  or  in  the  case  of  any such mutilation upon surrender and

<PAGE>

cancellation  of  such  Warrant  or stock certificate, the Company will make and
deliver  a new Warrant or stock certificate, of like tenor, in lieu of the lost,
stolen,  destroyed  or  mutilated  Warrant  or  stock  certificate.

     17.  Descriptive  Headings.   The   descriptive   headings  of  the several
          ---------------------
paragraphs  of  this  Warrant  are  inserted  for  convenience  only  and do not
constitute  a  part  of  this  Warrant.

     18.  Governing  Law.   This   Warrant   shall  be construed and enforced in
          --------------
accordance with, and the rights of the parties shall be governed by, the laws of
the  State  of  Florida.

     19.  Intentionally  Omitted.

     20.  Remedies.   In   case   any  one  (1)  or  more  of  the covenants and
          --------
agreements  contained  in  this  Warrant  shall  have been breached, the holders
hereof  (in the case of a breach by the Company), or the Company (in the case of
a  breach  by  a holder), may proceed to protect and enforce their or its rights
either by suit in equity and/or by action at law, including, but not limited to,
an  action  for  damages  as  a  result  of any such breach and/or an action for
specific  performance  of  any  such  covenant  or  agreement  contained in this
Warrant.

     21.  Acceptance.   Receipt   of  this  Warrant  by the holder hereof shall
          ----------
constitute  acceptance  of  and agreement to the foregoing terms and conditions.

     22.  No Impairment of Rights.   The  Company  will not, by amendment of its
          -----------------------
Certificate  of Incorporation or through any other means, avoid or seek to avoid
the  observance  or performance of any of the terms of this Warrant, but will at
all  times in good faith assist in the carrying out of all such terms and in the
taking of all such action as may be necessary or appropriate in order to protect
the  rights  of  the  holder  of  this  Warrant  against  impairment.

<PAGE>

     IN  WITNESS  WHEREOF, the Company has caused this Warrant to be executed on
its  behalf  by  one  of  its  officers  thereunto  duly  authorized.

Dated: April __, 2006                CYTATION CORPORATION


                                     -------------------------------------------
                                     Charles G. Masters, Chief Executive Officer


                          NOTICE TO FLORIDA RESIDENTS:
          ------------------------------------------------------------
     WHERE  SALES ARE MADE TO FIVE OR MORE PERSONS IN FLORIDA (EXCLUDING CERTAIN
INSTITUTIONAL  PURCHASERS  DESCRIBED  IN  SECTION  517.061(7)  OF  THE  FLORIDA
SECURITIES AND INVESTOR PROTECTION ACT) (THE "ACT"), ANY SUCH SALE MADE PURSUANT
TO  SECTION  517.061(11)  OF  THE  ACT SHALL BE VOIDABLE BY THE PURCHASER EITHER
WITHIN  THREE  DAYS  AFTER  THE  FIRST  TENDER  OF CONSIDERATION IS MADE BY SUCH
PURCHASER TO THE ISSUER, OR AN AGENT OF THE ISSUER, OR AN ESCROW AGENT OR WITHIN
THREE  DAYS  AFTER  THE  AVAILABILITY  OF THAT PRIVILEGE IS COMMUNICATED TO SUCH
PURCHASER,  WHICHEVER  OCCURS  LATER.

<PAGE>

                                    EXHIBIT A
                               NOTICE OF EXERCISE



To:

1.     The  undersigned hereby elects to purchase      shares of Common Stock of
                                                 ------
__________.  pursuant to the terms of the attached Warrant, and tenders herewith
payment  of  the  purchase  price  of  such  shares  in  full.

2.     Please  issue  a  certificate or certificates representing said shares in
the  name  of  the  undersigned  or in such other name or names as are specified
below:

                            ----------------------------
                                     (Name)

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

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

3.     The  undersigned  represents that the aforesaid shares are being acquired
for the account of the undersigned for investment and not with a view to, or for
resale in connection with, the distribution thereof and that the undersigned has
no  present  intention  of  distributing  or  reselling such shares.  In support
thereof, the undersigned shall execute an Investment Representation Statement in
form  reasonably  acceptable  to  the  Company.


                                        -------------------------------
                                       (Signature)



  --------------------------
      (Date)

<PAGE>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.13
<SEQUENCE>13
<FILENAME>ex10-13.txt
<DESCRIPTION>FORM OF SERIES BD-5 COMMON STOCK PURCHASE WARRANT
<TEXT>
Exhibit 10.13


THIS  WARRANT  OR  THE  SHARES  OF  COMMON  STOCK ISSUABLE UPON EXERCISE OF THIS
WARRANT  HAVE  NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
OR  ANY STATE SECURITIES LAWS.  NO SALE, DISPOSITION OR EXERCISE MAY BE EFFECTED
WITHOUT (i) AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO, (ii) AN OPINION
OF  COUNSEL  FOR  THE  HOLDER, REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH
REGISTRATION  IS  NOT  REQUIRED, (iii) RECEIPT OF A NO-ACTION LETTER(S) FROM THE
APPROPRIATE  GOVERNMENTAL  AUTHORITY(IES),  OR (iv) OTHERWISE COMPLYING WITH THE
PROVISIONS  OF  SECTION  8  OF  THIS  WARRANT.
                ----------


                      SERIES BD WARRANT TO PURCHASE  SHARES
                        OF COMMON STOCK (this "WARRANT")

Warrant No.:  BD-5

Cytation  Corporation,  a Delaware corporation (the "COMPANY"), hereby certifies
that,  for  value  received,  Midtown  Partners  &  Co.,  LLC (the "HOLDER"), or
registered  assigns,  is  the  registered holder of a warrant (the "WARRANT") to
subscribe  for  and  purchase  ___________  shares  of  the  fully  paid  and
nonassessable  Common  Stock  (as  adjusted  pursuant  to  Section 4 hereof, the
                                                           ---------
"WARRANT  SHARES")  of  the Company, at a price per share equal to three dollars
and  no  cents  ($3.00)(the  "WARRANT  PRICE," as adjusted pursuant to Section 4
                                                                       ---------
hereof), subject to the provisions and upon the terms and conditions hereinafter
set  forth.

     As  used  herein,  (a)  the  term  "COMMON  STOCK" shall mean the Company's
presently authorized Common Stock, par value $.001 per share, and any stock into
or  for which such Common Stock may hereafter be converted or exchanged, (b) the
term  "DATE  OF  GRANT"  shall  mean  April  __,  2006,  and (c) the term "OTHER
WARRANTS"  shall  mean  any  warrant issued upon transfer or partial exercise of
this  Warrant.  The  term  "WARRANT"  as  used herein shall be deemed to include
Other  Warrants unless the context hereof or thereof clearly requires otherwise.
The  Warrant has been issued in connection with that certain Securities Purchase
and  Exchange  Agreement  of  even  date  herewith  (the  "PURCHASE AGREEMENT").

     1.     Term.  The  purchase  right  represented  by  this  Warrant  is
            ----
exercisable,  in whole or in part, at any time after the earlier of (a) the date
the Registration Statement on Form SB-2 (or an alternative available form if the
Company  is  not  eligible  to  file  a  Form  SB-2)  covering  the Warrants and
underlying  Warrant Shares is declared effective; or (b) twelve (12) months from
the Date of Grant (the "INITIAL EXERCISE DATE") and from time to time thereafter
through  and including the close of business on the date five (5) years from the
Initial  Exercise  Date  (the "EXPIRATION DATE"); provided, however, that in the
                                                  --------  -------
event that any portion of this Warrant is unexercised as of the Expiration Date,
the  terms  of  Section  2(b),  below,  shall  apply.
                -------------

     2.     Exercise;  Expiration;  Redemption.
            ----------------------------------

          a.  Method  of  Exercise; Payment; Issuance of New Warrant. Subject to
              ------------------------------------------------------
     Section  1  hereof,  the  purchase right represented by this Warrant may be
     ----------
     exercised  by  the holder hereof, in whole or in part and from time to time
     after the Initial Exercise Date, by the surrender of this Warrant (with the

<PAGE>

     notice  of exercise form attached hereto as Exhibit A duly executed) at the
     principal  office  of  the  Company and by the payment to the Company of an
     amount  equal to the then applicable Warrant Price multiplied by the number
     of  Warrant  Shares  then  being  purchased. The person or persons in whose
     name(s)  any  certificate(s)  representing  shares of Common Stock shall be
     issuable  upon  exercise of this Warrant shall be deemed to have become the
     holder(s) of record of, and shall be treated for all purposes as the record
     holder(s)  of,  the  shares  represented  thereby (and such shares shall be
     deemed  to  have been issued) immediately prior to the close of business on
     the date or dates upon which this Warrant is exercised. In the event of any
     exercise  of  the  rights represented by this Warrant, certificates for the
     shares  of  stock  so  purchased shall be delivered to the holder hereof as
     soon  as  possible  and  in  any  event  within thirty (30) days after such
     exercise  and,  unless this Warrant has been fully exercised, a new Warrant
     representing  the  portion  of  the Warrant Shares, if any, with respect to
     which  this Warrant shall not then have been exercised shall also be issued
     to  the  holder  hereof  as  soon  as possible and in any event within such
     thirty  (30)-day  period.

          b.  Expiration.  In  the  event  that  any  portion of this Warrant is
              ----------
     unexercised  as  of the Expiration Date, such portion of this Warrant shall
     automatically  expire,  and the Holder shall have no rights with respect to
     such  unexercised  portion  of  this  Warrant.

          c.  Maximum.  In no event shall any holder be entitled to exercise any
              -------
     Warrant  Shares  to  the  extent  that, after such exercise, the sum of the
     number  of  shares of Common Stock beneficially owned by any holder and its
     affiliates  (other  than  shares  of  Common  Stock  which  may  be  deemed
     beneficially  owned through the ownership of the unexercised portion of the
     Warrant  Shares  or  any  unexercised right held by any holder subject to a
     similar limitation), would result in beneficial ownership by any holder and
     its affiliates of more than 4.99% of the outstanding shares of Common Stock
     (after  taking into account the shares to be issued to the holder upon such
     exercise). For purposes of this Section 2(c), beneficial ownership shall be
     determined  in accordance with Section 13(d) of the Securities Exchange Act
     of  1934,  as  amended.  Nothing  herein  shall  preclude  the  holder from
     disposing  of  a  sufficient  number  of  other  shares  of  Common  Stock
     beneficially  owned  by the holder so as to thereafter permit the continued
     exercise  of  this  Warrant.

          d. Cashless Exercise. Subject to the provisions hereof, at any time or
             -----------------
     from  time to time prior to the Expiration Date, the Holder shall also have
     the  right to exercise this Warrant or any portion thereof, without payment
     by  the  Holder  of  the  Warrant  Price in cash or any other consideration
     (other  than  the surrender of rights to receive Warrant Shares hereunder),
     as  provided  herein (a "CASHLESS EXERCISE"). Upon a Cashless Exercise with
     respect  to  a  particular number of Warrant Shares (the "EXCHANGED WARRANT
     SHARES"),  the  Company shall deliver to the Holder (without payment by the
     Holder  of the Warrant Price in cash or any other consideration (other than
     the  surrender  of rights to receive Common Stock hereunder) that number of
     Warrant  Shares  computed  using  the  following  formula:

                           X =     Y (A - B)
                                   ---------
                                        A


<PAGE>

               Where: X =  the number of Warrant Shares to be delivered to the
                           holder;

                      Y =  the number of Exchanged Warrant Shares;

                      A =  the Fair Market Value of the Warrant Shares as
                           determined in accordance with Section 4.

                      B =  the Warrant Price (as adjusted through the Cashless
                           Exercise Date)

A  Cashless  Exercise  may  be  effected  by the Holder by the surrender of this
Warrant  as  provided  herein, together with a written statement specifying that
the  Holder  thereby  intends  to  effect a Cashless Exercise and indicating the
number  of  Exchanged Warrant Shares which are covered by the Cashless Exercise.
Such  Cashless  Exercise  shall be effective upon receipt by the Company of this
Warrant, together with the aforesaid written statement, or on such later date as
is specified therein (the "CASHLESS EXERCISE DATE").  The Company shall issue to
the Holder as of the Cashless Exercise Date a certificate for the Warrant Shares
issuable  upon  the  Cashless Exercise and, if applicable, a new warrant of like
tenor  evidencing  the  balance  of the Warrant Shares remaining subject to this
Warrant.

     3.     Intentionally  Omitted.

     4.     Adjustment  of  Warrant  Price and Number of Shares.  The number and
            ---------------------------------------------------
kind of securities purchasable upon the exercise of this Warrant and the Warrant
Price  shall  be  subject to adjustment from time to time upon the occurrence of
certain  events,  as  follows:

          a. Reclassification or Merger. In case of any reclassification, change
             --------------------------
     or  conversion  of  securities  of the class issuable upon exercise of this
     Warrant  (other  than  a  change  in par value, or from par value to no par
     value,  or  from no par value to par value, or as a result of a subdivision
     or  combination),  or  in  case  of  any merger of the Company with or into
     another  corporation (other than a merger with another corporation in which
     the  Company  is the acquiring and the surviving corporation and which does
     not  result  in  any  reclassification  or change of outstanding securities
     issuable  upon  exercise of this Warrant), or in case of any sale of all or
     substantially  all  of  the  assets  of  the  Company, the Company, or such
     successor or purchasing corporation, as the case may be, shall duly execute
     and  deliver  to  the  holder  of  this  Warrant a new Warrant (in form and
     substance  satisfactory  to the holder of this Warrant), so that the holder
     of  this Warrant shall have the right to receive, at a total purchase price
     not  to exceed that payable upon the exercise of the unexercised portion of
     this  Warrant,  and  in  lieu  of  the  shares  of Common Stock theretofore
     issuable  upon  exercise  of this Warrant, the kind and amount of shares of
     stock,  other  securities,  money  and  property  receivable  upon  such
     reclassification,  change  or merger by a holder of the number of shares of
     Common  Stock  then  purchasable under this Warrant. Such new Warrant shall
     provide  for  adjustments  that  shall  be  as  nearly equivalent as may be
     practicable  to  the  adjustments  provided  for  in  this  Section  4. The
     provisions  of  this  Section  4(a)  shall  similarly  apply  to successive
     reclassifications,  changes,  mergers  and  transfers.

          b.  Subdivision  or  Combination  of Shares. If at any time while this
              ---------------------------------------
     Warrant  remains  outstanding  and unexpired the Company shall subdivide or
     combine  its outstanding shares of Common Stock, the Warrant Price shall be
     proportionately  decreased in the case of a subdivision or increased in the
     case  of  a combination, effective at the close of business on the date the
     subdivision  or  combination  becomes  effective.

<PAGE>

          c.  Stock  Dividends. If at any time while this Warrant is outstanding
              ----------------
     and unexpired the Company shall pay a dividend with respect to Common Stock
     payable in Common Stock, then the Warrant Price shall be adjusted, from and
     after  the  date  of determination of stockholders entitled to receive such
     dividend  or  distribution,  to  that  price  determined by multiplying the
     Warrant  Price in effect immediately prior to such date of determination by
     a  fraction  (i) the numerator of which shall be the total number of shares
     of  Common  Stock  outstanding immediately prior to such dividend, and (ii)
     the  denominator  of  which  shall  be the total number of shares of Common
     Stock  outstanding  immediately  after  such  dividend.

          d.  Rights Offerings. In case the Company shall, at any time after the
              ----------------
     Date  of  Grant, issue rights, options or warrants to the holders of equity
     securities  of  the  Company,  entitling  them to subscribe for or purchase
     shares  of  Common  Stock  (or  securities convertible or exchangeable into
     Common  Stock)(excluding  Exempt  Securities,  as  such  term is defined in
     Section  4(i)  below)  at  a  price  per share of Common Stock (or having a
     ------------
     conversion  or  exchange  price  per  share  of  Common Stock if a security
     convertible  or  exchangeable  into  Common  Stock)  less than the Series D
     Conversion  Price  (as  defined  in  the  certificate  of  designations,
     preferences,  and  rights for the Series D Convertible Preferred Stock) per
     share  of Common Stock on the record date for such issuance (or the date of
     issuance, if there is no record date), the Warrant Price to be in effect on
     and  after such record date (or issuance date, as the case may be) shall be
     reduced,  concurrently  with  such  issue,  to  a  price  equal  to  the
     consideration  received  per  share in connection with the issuance of such
     Additional  Shares  of  Common Stock. In case such purchase or subscription
     price  may  be paid in part or in whole in a form other than cash, the fair
     value  of  such consideration shall be determined by the Board of Directors
     of  the  Company  in  good  faith  as  set  forth  in  a duly adopted board
     resolution  certified  by  the  Company's Secretary or Assistant Secretary.
     Such  adjustment  shall  be  made  successively  whenever  such an issuance
     occurs;  and  in  the  event  that  such  rights,  options,  warrants,  or
     convertible or exchangeable securities are not so issued or expire or cease
     to  be convertible or exchangeable before they are exercised, converted, or
     exchanged  (as  the  case  may  be),  then the Warrant Price shall again be
     adjusted  to  be  the  Warrant  Price  that would then be in effect if such
     issuance had not occurred; provided, however, that the Company shall adjust
                                --------  -------
     the number of Warrant Shares issued upon any exercise of this Warrant after
     the adjustment required pursuant to this Section 4(d) but prior to the date
     such  subsequent adjustment is made, in order to equitably reflect the fact
     that  such  rights,  options,  warrants,  or  convertible  or  exchangeable
     securities  were  not  so  issued or expired or ceased to be convertible or
     exchangeable  before  they  were exercised, converted, or exchanged (as the
     case  may  be).

          e.  Other  Issuances  of  Securities.  In  case  the  Company  or  any
              --------------------------------
     Subsidiary  shall,  at  any  time  after the Date of Grant, issue shares of
     Common  Stock,  or rights, options, warrants or convertible or exchangeable
     securities  containing  the  right  to  subscribe for or purchase shares of
     Common  Stock  (excluding  (i)  shares,  rights,  options,  warrants,  or
     convertible  or  exchangeable  securities issued in any of the transactions
     described  in  Sections 4(b), 4(c), 4(d), or 4(f) above; (ii) shares issued
                    -------------  ----  ----     ----
     upon the exercise of such rights, options or warrants or upon conversion or
     exchange of such convertible or exchangeable securities; (iii) this Warrant
     and any shares issued upon exercise thereof; and (iv) Exempt Securities (as
     defined  in  Section  4(i)  below)),  at  a price per share of Common Stock
                  -------------
     (determined  in  the case of such rights, options, warrants, or convertible
     or  exchangeable  securities by dividing (x) the total amount receivable by

<PAGE>

     the  Company  in  consideration  of  the  sale and issuance of such rights,
     options,  warrants,  or  convertible  or  exchangeable securities, plus the
     total  minimum  consideration  payable  to  the  Company  upon  exercise,
     conversion,  or  exchange thereof by (y) the total maximum number of shares
     of  Common  Stock covered by such rights, options, warrants, or convertible
     or  exchangeable securities) lower than the Series D Conversion Price, then
     the  Warrant  Price  shall  be  reduced, concurrently with such issue, to a
     price  equal to the consideration received per share in connection with the
     issuance  of  such  Additional  Shares of Common Stock. For the purposes of
     such  adjustment,  the  maximum  number of shares of Common Stock which the
     holder of any such rights, options, warrants or convertible or exchangeable
     securities  shall  be entitled to subscribe for or purchase shall be deemed
     to  be  issued and outstanding as of the date of such sale and issuance and
     the  consideration  received  by the Company therefor shall be deemed to be
     the  consideration  received  by  the  Company  for  such  rights, options,
     warrants,  or  convertible  or  exchangeable  securities,  plus the minimum
     consideration  or  premium  stated  in  such  rights, options, warrants, or
     convertible  or exchangeable securities to be paid for the shares of Common
     Stock  covered  thereby. In case the Company shall sell and issue shares of
     Common  Stock, or rights, options, warrants, or convertible or exchangeable
     securities  containing  the  right  to  subscribe for or purchase shares of
     Common  Stock  for  a  consideration  consisting,  in  whole or in part, of
     property  other than cash or its equivalent, then, in determining the price
     per share of Common Stock and the consideration received by the Company for
     purposes of the first sentence of this Section 4(e), the Board of Directors
     of  the  Company  shall  determine,  in  good faith, the fair value of said
     property, and such determination shall be described in a duly adopted board
     resolution  certified by the Company's Secretary or Assistant Secretary. In
     case  the  Company  shall  sell  and  issue  rights,  options, warrants, or
     convertible  or  exchangeable  securities containing the right to subscribe
     for  or purchase shares of Common Stock together with one (1) or more other
     securities  as  a  part of a unit at a price per unit, then, in determining
     the  price  per share of Common Stock and the consideration received by the
     Company  for purposes of the first sentence of this Section 4(e), the Board
     of  Directors  of  the  Company  shall  determine,  in  good  faith,  which
     determination  shall  be  described  in  a  duly  adopted  board resolution
     certified by the Company's Secretary or Assistant Secretary, the fair value
     of the rights, options, warrants, or convertible or exchangeable securities
     then  being  sold  as  part  of  such  unit.  Such adjustment shall be made
     successively  whenever  such an issuance occurs, and in the event that such
     rights, options, warrants, or convertible or exchangeable securities expire
     or  cease  to  be  convertible  or  exchangeable before they are exercised,
     converted,  or exchanged (as the case may be), then the Warrant Price shall
     again be adjusted to the Warrant Price that would then be in effect if such
     sale  and  issuance  had not occurred, but such subsequent adjustment shall
     not  affect  the  number  of Warrant Shares issued upon any exercise of the
     Warrant  prior  to  the  date  such  subsequent  adjustment  is  made.

          f. Adjustment of Number of Shares. Upon each adjustment in the Warrant
             ------------------------------
     Price,  the  number  of  Warrant  Shares  purchasable  hereunder  shall  be
     adjusted,  to  the  nearest  whole  share,  to  the  product  obtained  by
     multiplying  the  number of Warrant Shares purchasable immediately prior to
     such  adjustment in the Warrant Price by a fraction, the numerator of which
     shall  be  the  Warrant  Price immediately prior to such adjustment and the
     denominator  of  which  shall  be the Warrant Price immediately thereafter.

<PAGE>

          g. Determination of Fair Market Value. For purposes of this Section 4,
             ----------------------------------                       ---------
     "FAIR MARKET VALUE" of a share of Common Stock as of a particular date (the
     "DETERMINATION  DATE")  shall mean (i) if shares of Common Stock are traded
     on  a national securities exchange (an "EXCHANGE"), the weighted average of
     the closing sale price of a share of the Common Stock of the Company on the
     last five (5) trading days prior to the Determination Date reported on such
     Exchange  as  reported in The Wall Street Journal (weighted with respect to
     the trading volume with respect to each such day); (ii) if shares of Common
     Stock  are  not  traded  on  an  Exchange but trade in the over-the-counter
     market and such shares are quoted on the National Association of Securities
     Dealers Automated Quotations System ("NASDAQ"), the weighted average of the
     closing  sale  price  of  a share of the Common Stock of the Company on the
     last  five  (5)  trading  days  prior to the Determination Date reported on
     NASDAQ as reported in The Wall Street Journal (weighted with respect to the
     trading  volume with respect to each such day); (iii) if such shares are an
     issue for which last sale prices are not reported on NASDAQ, the average of
     the  closing sale price, in each case on the last five (5) trading days (or
     if  the  relevant price or quotation did not exist on any of such days, the
     relevant  price  or  quotation  on the next preceding business day on which
     there  was  such  a  price or quotation) prior to the Determination Date as
     reported  by the Over the Counter Bulletin Board (the "OTCBB") or the "pink
     sheets" by the Pink Sheets, LLC; (iv) if no closing sales price is reported
     for  the Common Stock by the OTCBB or "pink sheets" by the Pink Sheets, LLC
     for such day, the average of the high and low bid and asked price of any of
     the  market  makers for the Common Stock as reported on the OTCBB or in the
     "pink sheets" by the Pink Sheets, LLC on the last five (5) trading days; or
     (v)  if  no  price  can  be determined on the basis of the above methods of
     valuation, then the judgment of valuation shall be determined in good faith
     by  the  Board  of  Directors  of the Company, which determination shall be
     described  in  a  duly  adopted board resolution certified by the Company's
     Secretary  or Assistant Secretary. If the Board of Directors of the Company
     is  unable to determine any Valuation (as defined below), or if the holders
     of  at least fifty percent (50%) of all of the Warrant Shares then issuable
     hereunder  (collectively,  the  "REQUESTING  HOLDERS")  disagree  with  the
     Board's  determination  of any Valuation by written notice delivered to the
     Company  within  five  (5) business days after the determination thereof by
     the  Board  of  Directors  of the Company is communicated to holders of the
     Warrants affected thereby, which notice specifies a majority-in-interest of
     the  Requesting  Holders' determination of such Valuation, then the Company
     and  a  majority-in-interest  of  the  Requesting  Holders  shall  select a
     mutually  acceptable  investment  banking firm of national reputation which
     has  not had a material relationship with the Company or any officer of the
     Company  within  the  preceding  two  (2) years, which shall determine such
     Valuation.  Such  investment banking firm's determination of such Valuation
     shall  be  final,  binding and conclusive on the Company and the holders of
     all  of  the  Warrants  issued  hereunder and then outstanding. Any and all
     costs  and  fees  of such investment banking firm shall be borne equally by
     the Company and the Requesting Holders, however, if the Valuation is within
     ninety  percent  (90%)  of  either  party's valuation, then the other party
     shall  pay  all  of the costs and fees of such investment banking firm. For
     purposes  of  this  Section  4(g),  the  term  "VALUATION"  shall  mean the
     determination,  to  be  made  initially  by  the  Board of Directors of the
     Company,  of  the  fair  market value per share of Common Stock pursuant to
     clause  (v)  above.

          h.  Subsequent  Changes.  If,  at any time after any adjustment of the
              -------------------
     Warrant Price shall have been made hereunder as the result of any issuance,

<PAGE>

     sale  or  grant  of  any  rights,  options,  warrants  or  convertible  or
     exchangeable  securities,  any  of  such rights, options or warrants or the
     rights  of  conversion  or  exchange  associated  with  such convertible or
     exchangeable  securities shall expire by their terms or any of such rights,
     options,  warrants  or  convertible  or  exchangeable  securities  shall be
     repurchased  by  the  Company  or  a  Subsidiary  for  a  consideration per
     underlying  share  of  Common  Stock  not  exceeding  the  amount  of  such
     consideration received by the Company in connection with the issuance, sale
     or  grant  of such rights, options, warrants or convertible or exchangeable
     securities,  the  Warrant Price then in effect shall forthwith be increased
     to the Warrant Price that would have been in effect if such expiring right,
     option  or  warrant or rights of conversion or exchange or such repurchased
     rights,  options,  warrants  or  convertible or exchangeable securities had
     never  been  issued. Similarly, if at any time after any such adjustment of
     the Warrant Price shall have been made pursuant to this Section 4 above (i)
                                                             ----------
     any additional aggregate consideration is received or becomes receivable by
     the  Company  in  connection  with the issuance or exercise of such rights,
     options,  warrants or convertible or exchangeable securities; or (ii) there
     is  a  reduction  in  the  conversion  or exchange ratio applicable to such
     convertible or exchangeable securities so that fewer shares of Common Stock
     will  be  issuable  upon  the  conversion or exchange thereof or there is a
     decrease  in the number of shares of Common Stock issuable upon exercise of
     such  rights,  options or warrants (except where such reduction or decrease
     results  from a combination of shares described in Section 4(b) above), the
                                                        ------------
     Warrant  Price  then in effect shall be forthwith readjusted to the Warrant
     Price  that  would  have been in effect had such changes taken place at the
     time  that  such  rights,  options, warrants or convertible or exchangeable
     securities  were  initially  issued, granted or sold. In no event shall any
     readjustment  under  this  Section  4(h) affect the validity of any Warrant
                                -------------
     Shares issued upon any exercise of this Warrant prior to such readjustment.

          i.  Excluded  Transactions.  Notwithstanding  the  foregoing, Sections
              ----------------------                                    --------
     4(c),  (d)  or 4(e) above shall not apply to: (i) the Company's offering of
     ----   ---     ----
     up  to 750,000 shares of Series A Convertible Preferred Stock, with related
     Series  A Warrants and Series B Warrants, and up to 76,201 shares of Series
     B  Convertible Preferred Stock and Series C Convertible Preferred Stock, in
     the  aggregate,  pursuant  to  the  Securities  Purchase and Share Exchange
     Agreement  of  even  date  herewith (the "OFFERING"); (ii) shares of Common
     Stock  issued or deemed issued to employees or directors of, or consultants
     to,  the  Company or any of its subsidiaries for services rendered pursuant
     to  a plan, agreement, or arrangement approved by the Board of Directors of
     the  Company  (including  5,000  shares of Common Stock per month issued or
     issuable  to  a  third party in connection with the provision of guarantees
     for  certain  obligations of the Company); (iii) the issuance of securities
     pursuant  to  the  conversion  or  exercise  of  convertible or exercisable
     securities  outstanding  on  the  date  hereof; (iv) shares of Common Stock
     issued  in  connection  with  any  stock  split  or stock dividend; (v) the
     issuance  of  Series  A  Convertible  Preferred Stock, Series B Convertible
     Preferred  Stock,  Series C Convertible Preferred Stock, Series A Warrants,
     Series B Warrants, Series C Warrants or Series D Warrant in connection with
     the  Offering;  (vi) the issuance of shares of Common Stock upon conversion
     or  exercise,  as  applicable, of the Series A Convertible Preferred Stock,
     Series B Convertible Preferred Stock, Series C Convertible Preferred Stock,
     Series A Warrants, Series B Warrants, Series C Warrants or Series D Warrant

<PAGE>

     in  connection  with  the  Offering, in each case, provided the issuance is
     pursuant  to  the  terms  of  such  option  or  convertible security; (vii)
     warrants  issued  to  Midtown  Partners  &  Co., LLC, as placement agent in
     connection  with  Offering, and shares of Common Stock issued in connection
     with the exercise thereof; (viii) shares of Common Stock issued or issuable
     in  connection with a bona fide joint venture or business acquisition of or
     by  the  Company, whether by merger, consolidation, sale of assets, sale or
     exchange  of  stock,  or  otherwise;  provided  that  any  such issuance is
     approved  by the Board of Directors, and, at the time of such issuance, the
     aggregate  of  that  issuance  and  similar issuances in the then preceding
     twelve  (12)  month  period  shall  not  exceed  ten  percent  (10%) of the
     then-outstanding  Common Stock of the Company (assuming full conversion and
     exercise  of  all convertible and exercisable securities); (ix) the Reverse
     Merger  (as  defined  in  the  Certificate  of Designations of the Series A
     Convertible  Preferred Stock); and (x) Series A Warrants issued pursuant to
     Section  2  of  the  Investor  Rights  Agreement of even date herewith (the
     "INVESTOR  RIGHTS  AGREEMENT")(collectively,  the  "EXEMPT  SECURITIES").

     5.  Notice  of  Adjustments.  Whenever  the  Warrant Price or the number of
         -----------------------
Warrant  Shares  purchasable  hereunder  shall be adjusted pursuant to Section 4
                                                                       ---------
hereof,  the  Company  shall deliver to the holder of this Warrant a certificate
signed  by  its chief financial officer setting forth, in reasonable detail, the
event  requiring  the  adjustment,  the  amount of the adjustment, the method by
which  such  adjustment  was calculated, and the Warrant Price and the number of
Warrant  Shares  purchasable  hereunder  after giving effect to such adjustment.

     6.  Piggyback Registration Rights. If the Company, at any time prior to the
         -----------------------------
Expiration Date, proposes to register (the "REGISTRATION") any of its securities
under the Securities Act of 1933 (the "SECURITIES ACT") (except registrations by
way of Commission Forms S-4 or S-8, or any successor thereto, or to qualify such
securities  under the securities laws of any state or register its securities in
connection with any warrant, option or employee benefit plan), the Company shall
give  prompt  written  notice  thereof to the Holder and, if the Holder shall so
request in writing within twenty (20) days after receipt of any such notice, the
Company  shall exercise all reasonable efforts to include among securities which
it  then  endeavors  to make the subject of a registration statement to be filed
under  the  Securities  Act  all  shares the Holder so requests to be registered
thereunder  (the  "DESIGNATED  SHARES") and to use its best efforts to cause all
such  registrations  to  be effected and to be kept effective until all sales or
distributions  contemplated in connection therewith are completed; provided that
the  Company shall not be obligated to keep such registration in effect for more
than  nine  months  from  the  effective date thereof. If the Company thereafter
determines  for  any  reason  in its sole discretion not to register or to delay
registration  of  its securities, the Company may, at its election, give written
notice  of  such  determination  to  the  Holder  and  shall  be relieved of any
obligation  to  register  any  Designated  Shares  in  connection  with  such
registration  or  in  case  of  a  determination to delay registration, shall be
permitted  to  delay  in  registration  of  the  Designated  Shares.

     All  costs  and  expenses  incident  to  the  Company's registration of the
Designated  Shares  under the Securities Act, including, without limitation, all
registration and filing fees, fees and expenses of compliance with securities or
blue  sky laws, printing expenses, messenger and delivery expenses, and fees and
disbursements  of  counsel  for the Company and all independent certified public
accountants,  underwriters  (excluding  discounts  and  commissions)  and  other
persons  retained  by  the Company, shall, to the extent permitted by applicable
federal  and  state  securities  laws,  rules  and  regulations, be borne by the
Company.

     7.  Fractional  Shares. No fractional shares of Common Stock will be issued
         ------------------
in connection with any exercise hereunder, but in lieu of such fractional shares
the  Company  shall  make a cash payment therefor based on the fair market value

<PAGE>

(as determined in accordance with Section 4(g) above) of a share of Common Stock
on  the date of exercise, or round up to the next whole number of shares, at the
Company's  option.

     8.   Compliance  with  Securities  Act  and  Investor  Rights  Agreement;
          --------------------------------------------------------------------
          Disposition  of  Warrant  or  Warrant  Shares.
          ---------------------------------------------

          a.  Compliance  with  Securities  Act.  The holder of this Warrant, by
              ---------------------------------
     acceptance  hereof, agrees that this Warrant and the shares of Common Stock
     to  be  issued  upon  exercise hereof are being acquired for investment and
     that such holder will not offer, sell or otherwise dispose of this Warrant,
     or  any  shares  of  Common  Stock to be issued upon exercise hereof except
     under  circumstances which will not result in a violation of the Securities
     Act.  Upon  exercise  of  this  Warrant, the holder hereof shall confirm in
     writing,  that  the  shares of Common Stock so purchased are being acquired
     for  investment  and  not  with  a view toward distribution or resale. This
     Warrant and all shares of Common Stock issued upon exercise of this Warrant
     (unless  registered under the Securities Act) shall be stamped or imprinted
     with  a  legend  in  substantially  the  following  form:

"THE  SECURITIES  EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT  OF  1933, AS AMENDED, OR ANY STATE SECURITIES LAWS.  NO SALE OR DISPOSITION
MAY BE EFFECTED WITHOUT (i) AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO,
(ii)  AN  OPINION  OF  COUNSEL  FOR  THE  HOLDER, REASONABLY SATISFACTORY TO THE
COMPANY,  THAT  SUCH  REGISTRATION IS NOT REQUIRED, (iii) RECEIPT OF A NO-ACTION
LETTER(S)  FROM  THE  APPROPRIATE GOVERNMENTAL AUTHORITY(IES), OR (iv) OTHERWISE
COMPLYING  WITH  THE  PROVISIONS  OF  SECTION 8 OF THE WARRANT UNDER WHICH THESE
                                      ---------
SECURITIES  WERE  ISSUED  DIRECTLY  OR  INDIRECTLY."

In  addition,  in  connection  with  the  issuance  of  this Warrant, the holder
specifically represents to the Company by acceptance of this Warrant as follows:

          (1)  The  holder  is  aware  of  the  Company's  business  affairs and
     financial  condition,  and  has  acquired  information  about  the  Company
     sufficient  to reach an informed and knowledgeable decision to acquire this
     Warrant.  The  holder  is  acquiring  this  Warrant for its own account for
     investment  purposes  only  and  not  with  a view to, or for the resale in
     connection  with, any "distribution" thereof for purposes of the Securities
     Act.

          (2)  The  holder  understands that this Warrant and the Warrant Shares
     have  not  been  registered  under  the  Securities  Act in reliance upon a
     specific  exemption  therefrom,  which  exemption depends upon, among other
     things, the bona fide nature of the holder's investment intent as expressed
     herein. In this connection, the holder understands that, in the view of the
     SEC,  the  statutory  basis  for  such  exemption may be unavailable if the
     holder's  representation  was predicated solely upon a present intention to
     hold  the  Warrant  and  the  Warrant  Shares for the minimum capital gains
     period  specified  under  applicable  tax laws, for a deferred sale, for or
     until  an  increase  or decrease in the market price of the Warrant and the
     Warrant  Shares,  or for a period of one (1) year or any other fixed period
     in  the  future.

<PAGE>

          (3)  The  holder further understands that this Warrant and the Warrant
     Shares  must  be held indefinitely unless subsequently registered under the
     Securities  Act  and  any  applicable  state  securities  laws,  or  unless
     exemptions  from  registration  are  otherwise  available.

          (4)  The  holder  is  aware  of  the  provisions of Rule 144 and 144A,
     promulgated  under  the Securities Act, which, in substance, permit limited
     public  resale of "restricted securities" acquired, directly or indirectly,
     from  the  issuer  thereof  (or  from  an  affiliate  of such issuer), in a
     non-public  offering  subject to the satisfaction of certain conditions, if
     applicable,  including,  among  other  things:  the availability of certain
     public  information  about  the Company, the resale occurring not less than
     one  (1)  year after the party has purchased and paid for the securities to
     be  sold;  the sale being made through a broker in an unsolicited "broker's
     transaction"  or in transactions directly with a market maker (as said term
     is  defined  under the Securities Exchange Act of 1934, as amended) and the
     amount  of  securities  being  sold  during  any  three (3)month period not
     exceeding  the  specified  limitations  stated  therein.

          (5)  The holder further understands that at the time it wishes to sell
     this  Warrant  and  the  Warrant  Shares there may be no public market upon
     which  to  make  such  a  sale, and that, even if such a public market then
     exists,  the  Company  may not be satisfying the current public information
     requirements  of Rule 144 and 144A, and that, in such event, the holder may
     be  precluded  from  selling this Warrant and the Warrant Shares under Rule
     144  and  144A  even  if  the  one (1)-year minimum holding period has been
     satisfied.

          (6)  The holder further understands that, in the event that all of the
     requirements of Rule 144 and 144A are not satisfied, registration under the
     Securities  Act,  compliance  with Regulation A, or some other registration
     exemption  will  be  required; and that, notwithstanding the fact that Rule
     144  and  144A  are  not  exclusive, the Staff of the SEC has expressed its
     opinion  that  persons proposing to sell private placement securities other
     than  in  a registered offering and otherwise than pursuant to Rule 144 and
     144A  will  have  a  substantial  burden  of  proof in establishing that an
     exemption from registration is available for such offers or sales, and that
     such  persons  and  their  respective  brokers  who  participate  in  such
     transactions  do  so  at  their  own  risk.

          b.  Exchange.  This  Warrant  may be exchanged, without payment of any
              --------
     service  charge, for one (1) or more new Warrants of like tenor exercisable
     for  the  same aggregate number of shares of Common Stock upon surrender to
     the  Company  by  the  registered  holder  hereof  in  person  or  by legal
     representative or by attorney duly authorized in writing and, upon issuance
     of  the new Warrant or Warrants, the surrendered Warrant shall be cancelled
     and  disposed  of  by  the  Company.

          c.  Disposition  of  Warrant  or  Warrant  Shares. With respect to any
              ---------------------------------------------
     offer,  sale  or  other  disposition of this Warrant, or any Warrant Shares
     acquired  pursuant to the exercise of this Warrant prior to registration of
     such  Warrant  or  Warrant  Shares,  the  holder hereof and each subsequent
     holder  of  this Warrant agrees to give written notice to the Company prior
     thereto,  describing  briefly  the  manner thereof, together with a written
     opinion  of  such holder's counsel, if reasonably requested by the Company,
     to  the  effect  that such offer, sale or other disposition may be effected
     without  registration or qualification (under the Securities Act as then in
     effect  or any federal or state law then in effect) of this Warrant or such
     Warrant  Shares  and  indicating  whether  or  not under the Securities Act
     certificates  for  this  Warrant  or  such  Warrant  Shares  to  be sold or
     otherwise  disposed  of  require  any  restrictive  legend as to applicable

<PAGE>

     restrictions  on  transferability  in  order  to  ensure  compliance  with
     applicable laws. Promptly upon receiving such written notice and reasonably
     satisfactory  opinion,  if  so  requested,  the  Company,  as  promptly  as
     practicable,  shall  notify  such  holder  that  such  holder  may  sell or
     otherwise dispose of this Warrant or such Warrant Shares, all in accordance
     with  the  terms of the notice delivered to the Company. If a determination
     has been made pursuant to this Section 8(c) that the opinion of counsel for
     the holder is not reasonably satisfactory to the Company, the Company shall
     so  notify  the  holder promptly after such determination has been made and
     neither  this  Warrant  nor  any  Warrant Shares shall be sold or otherwise
     disposed  of  until  such  disagreement  has  been  resolved. The foregoing
     notwithstanding,  this  Warrant  or  such Warrant Shares may (i) as to such
     federal  laws, be offered, sold or otherwise disposed of in accordance with
     Rule 144 and 144A under the Securities Act, provided that the Company shall
     have  been  furnished  with  such information as the Company may reasonably
     request  to  provide a reasonable assurance that the provisions of Rule 144
     and  144A  have  been  satisfied  and (ii) be offered, sold, distributed or
     otherwise  transferred  to  Affiliates of the Holder without regard to this
     Section  8(c),  but  only  if  the  Company  is in receipt of an opinion of
     counsel  as  to the permissibility of such transfer under federal and state
     securities  laws and an investor representation letter from the transferee,
     in  form  and  substance  reasonably  satisfactory  to  the  Company.  Each
     certificate  representing  this  Warrant  or  the  Warrant  Shares  thus
     transferred (except a transfer pursuant to Rule 144) shall bear a legend as
     to  the  applicable  restrictions  on  transferability  in  order to ensure
     compliance  with such laws, unless, in the aforesaid opinion of counsel for
     the  holder, such legend is not required in order to ensure compliance with
     such laws. The Company may issue stop transfer instructions to its transfer
     agent  or,  if  acting  as  its  own  transfer  agent, the Company may stop
     transfer  on  its corporate books, in connection with such restrictions. As
     used  herein,  "AFFILIATE  OF  THE  HOLDER"  shall  mean  (x)  any  owner,
     shareholder, partner or member of the Holder, and (y) any other Person that
     directly  or indirectly, through one or more intermediaries, Controls or is
     Controlled  by  or  is  under  common  Control  with  the  Holder.

     9.     Rights  as Stockholders; Information.  No holder of this Warrant, as
            ------------------------------------
such,  shall  be entitled to vote or be deemed the holder of Common Stock or any
other  securities  of  the  Company  which  may  at  any time be issuable on the
exercise  hereof  for  any  purpose,  nor  shall  anything  contained  herein be
construed  to confer upon the holder of this Warrant, as such, any of the rights
of  a  stockholder  of  the Company or any right to vote for the election of the
directors  or  upon any matter submitted to stockholders at any meeting thereof,
or  to  receive notice of meetings, until this Warrant shall have been exercised
and  the  Warrant  Shares purchasable upon the exercise hereof shall have become
deliverable,  as  provided  herein.  The  foregoing notwithstanding, the Company
will  transmit  to  the  holder  of this Warrant such information, documents and
reports  as  are  generally distributed to the holders of any class or series of
the  securities of the Company concurrently with the distribution thereof to the
stockholders.

     10.    Intentionally  Omitted.

     11.    Additional  Rights.
            ------------------

<PAGE>

          11.1  Mergers.  In  the event that the Company undertakes to (i) sell,
                -------
     lease, exchange, convey or otherwise dispose of all or substantially all of
     its  property or business; or (ii) merge into or consolidate with any other
     corporation  (other  than  a  wholly-owned  Subsidiary),  or  effect  any
     transaction  (including  a  merger  or  other  reorganization) or series of
     related  transactions, in which more than fifty percent (50%) of the voting
     power  of the Company is disposed of, the Company will use its best efforts
     to  provide at least thirty (30) days notice to the holder of the terms and
     conditions  of  the  proposed transaction. The Company shall cooperate with
     the  holder in consummating the sale of this Warrant in connection with any
     such  transaction.

     12.  Intentionally  Omitted.

     13.    Modification and Waiver.  This Warrant and any provision hereof may
            -----------------------
be  changed,  waived,  discharged or terminated only by an instrument in writing
signed  by  the  party  against  which  enforcement  of  the  same  is  sought.

     14.    Notices.  Unless  otherwise  specifically  provided  herein,  all
            -------
communications  under  this  Warrant  shall be in writing and shall be deemed to
have  been  duly  given  (i)  on the date of service if served personally on the
party  to whom notice is to be given; (ii) on the day of transmission if sent by
facsimile  transmission  to  the  number  shown on the books of the Company, and
telephonic  confirmation  of  receipt  is  obtained promptly after completion of
transmission;  (iii)  on  the  day  after delivery to Federal Express or similar
overnight  courier;  or  (iv)  on  the fifth day after mailing, if mailed to the
party  to  whom  notice  is  to  be  given,  by  first class mail, registered or
certified, postage prepaid, and properly addressed, return receipt requested, to
each  such  holder at its address as shown on the books of the Company or to the
Company at the address indicated therefor on the signature page of this Warrant.
Any  party  hereto  may  change  its  address for purposes of this Section 14 by
                                                                   ----------
giving the other party written notice of the new address in the manner set forth
herein.

     15.    Binding  Effect  on Successors.  This Warrant shall be binding upon
            ------------------------------
any  corporation  succeeding the Company by merger, consolidation or acquisition
of  all or substantially all of the Company's assets, and all of the obligations
of  the  Company  relating  to  the  Common  Stock issuable upon the exercise or
conversion  of  this  Warrant  shall  survive  the  exercise,  conversion  and
termination  of  this  Warrant  and  all  of the covenants and agreements of the
Company  shall  inure to the benefit of the successors and assigns of the holder
hereof.  The  Company  will,  at  the time of the exercise or conversion of this
Warrant,  in  whole  or  in  part,  upon request of the holder hereof but at the
Company's  expense,  acknowledge  in  writing  its  continuing obligation to the
holder hereof in respect of any rights to which the holder hereof shall continue
to  be  entitled  after  such  exercise  or  conversion  in accordance with this
Warrant;  provided,  however,  that the failure of the holder hereof to make any
          --------   -------
such  request  shall  not affect the continuing obligation of the Company to the
holder  hereof  in  respect  of  such  rights.

     16.    Lost  Warrants or Stock Certificates.  The Company covenants to the
            ------------------------------------
holder  hereof  that,  upon  receipt  of evidence reasonably satisfactory to the
Company  of  the  loss,  theft, destruction or mutilation of this Warrant or any
stock  certificate  and,  in  the  case  of any loss, theft or destruction, upon

<PAGE>

receipt of an executed lost securities bond or indemnity reasonably satisfactory
to  the  Company,  or  in  the  case  of  any such mutilation upon surrender and
cancellation  of  such  Warrant  or stock certificate, the Company will make and
deliver  a new Warrant or stock certificate, of like tenor, in lieu of the lost,
stolen,  destroyed  or  mutilated  Warrant  or  stock  certificate.

     17.    Descriptive  Headings.  The  descriptive  headings  of  the several
            ---------------------
paragraphs  of  this  Warrant  are  inserted  for  convenience  only  and do not
constitute  a  part  of  this  Warrant.

     18.    Governing  Law.  This  Warrant  shall  be construed and enforced in
            --------------
accordance with, and the rights of the parties shall be governed by, the laws of
the  State  of  Florida.

     19.    Intentionally  Omitted.

     20.    Remedies.  In  case  any  one  (1)  or  more  of  the covenants and
            --------
agreements  contained  in  this  Warrant  shall  have been breached, the holders
hereof  (in the case of a breach by the Company), or the Company (in the case of
a  breach  by  a holder), may proceed to protect and enforce their or its rights
either by suit in equity and/or by action at law, including, but not limited to,
an  action  for  damages  as  a  result  of any such breach and/or an action for
specific  performance  of  any  such  covenant  or  agreement  contained in this
Warrant.

     21.    Acceptance.  Receipt  of  this  Warrant  by the holder hereof shall
            ----------
constitute  acceptance  of  and agreement to the foregoing terms and conditions.

     22.    No Impairment of Rights.  The Company will not, by amendment of its
            -----------------------
Certificate  of Incorporation or through any other means, avoid or seek to avoid
the  observance  or performance of any of the terms of this Warrant, but will at
all  times in good faith assist in the carrying out of all such terms and in the
taking of all such action as may be necessary or appropriate in order to protect
the  rights  of  the  holder  of  this  Warrant  against  impairment.

<PAGE>

     IN  WITNESS  WHEREOF, the Company has caused this Warrant to be executed on
its  behalf  by  one  of  its  officers  thereunto  duly  authorized.

Dated: April    , 2006               CYTATION CORPORATION
            ----

                                    -------------------------------------------
                                    Charles G. Masters, Chief Executive Officer


                          NOTICE TO FLORIDA RESIDENTS:
          -------------------------------------------------------------
     WHERE  SALES ARE MADE TO FIVE OR MORE PERSONS IN FLORIDA (EXCLUDING CERTAIN
INSTITUTIONAL  PURCHASERS  DESCRIBED  IN  SECTION  517.061(7)  OF  THE  FLORIDA
SECURITIES AND INVESTOR PROTECTION ACT) (THE "ACT"), ANY SUCH SALE MADE PURSUANT
TO  SECTION  517.061(11)  OF  THE  ACT SHALL BE VOIDABLE BY THE PURCHASER EITHER
WITHIN  THREE  DAYS  AFTER  THE  FIRST  TENDER  OF CONSIDERATION IS MADE BY SUCH
PURCHASER TO THE ISSUER, OR AN AGENT OF THE ISSUER, OR AN ESCROW AGENT OR WITHIN
THREE  DAYS  AFTER  THE  AVAILABILITY  OF THAT PRIVILEGE IS COMMUNICATED TO SUCH
PURCHASER,  WHICHEVER  OCCURS  LATER.

<PAGE>

                                    EXHIBIT A
                               NOTICE OF EXERCISE



To:

1.     The  undersigned hereby elects to purchase      shares of Common Stock of
                                                 ------
__________.  pursuant to the terms of the attached Warrant, and tenders herewith
payment  of  the  purchase  price  of  such  shares  in  full.

2.     Please  issue  a  certificate or certificates representing said shares in
the  name  of  the  undersigned  or in such other name or names as are specified
below:

                             ------------------------------
                                       (Name)


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

3.     The  undersigned  represents that the aforesaid shares are being acquired
for the account of the undersigned for investment and not with a view to, or for
resale in connection with, the distribution thereof and that the undersigned has
no  present  intention  of  distributing  or  reselling such shares.  In support
thereof, the undersigned shall execute an Investment Representation Statement in
form  reasonably  acceptable  to  the  Company.

                                           ----------------------------------
                                           (Signature)



- ---------------------
      (Date)

<PAGE>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.16
<SEQUENCE>14
<FILENAME>ex10-16.txt
<DESCRIPTION>DEBT EXCHANGE AGREEMENT BETWEEN VICIS CAPITAL MASTER FUND AND CYTATION CORPORATION
<TEXT>
Exhibit 10.16

                             DEBT EXCHANGE AGREEMENT

     This  Debt  Exchange Agreement (the "Agreement") dated as of March   , 2006
                                          ---------                    ---
is  by and between Cytation Corporation, a Delaware corporation (the "Company"),
                                                                      -------
having a principal place of business at 4902 Eisenhower Blvd., Suite 185, Tampa,
FL  33634  and  Vicis Capital Master Fund (the "Lender") having an address at 25
                                                ------
East  78th  Street,  New  York,  New  York  10021.

     WHEREAS,  the  Lender is the holder of the Interest Bearing Non-Convertible
Installment  Promissory  Note  in  the  form on EXHIBIT "A" attached hereto (the
"Note");
 ----

     WHEREAS,  the  Lender  has  agreed  to  exchange its Note for the Company's
Series  A  Convertible  Preferred  Stock,  $.001  Par Value ("Series A Preferred
                                                              ------------------
Stock"),  Series  A  Common Stock Purchase Warrants (the "Series A Warrants") in
                                                          -----------------
the  form  of  EXHIBIT  "B"  attached hereto, and Series B Common Stock Purchase
Warrants  (the  "Series B Warrants") in the form of EXHIBIT "C" attached hereto,
                 -----------------
in  each  case  issued  pursuant  to  the  Company's  ongoing equity offering as
referenced  in  the  term  sheet  attached  hereto  as  EXHIBIT  "D";

     NOW,  THEREFORE,  in  consideration  of  the  foregoing,  and  of  the
representations,  warranties,  covenants  and  agreements  contained herein, and
intending  to  be  legally  bound  hereby,  the  parties  hereto hereby agree as
follows:

                                    ARTICLE 1

                                  THE EXCHANGE
                                  ------------

     Section  1.1  Transfer  and Exchange. Subject to and in accordance with the
                   ----------------------
terms and conditions of this Agreement, at the Closing (as hereinafter defined),
the  Lender shall tender and deliver the Note to the Company for cancellation of
all  principal  and accrued interest, and the Company shall issue and deliver to
the  Lender  (a)  150,000  shares  of  Series  A Preferred Stock, (b) a Series A
Warrant certificate with 2,000,000 underlying Warrant Shares, and (c) a Series B
Warrant  certificate  with  1,000,000  underlying Warrant Shares (the "Exchanged
                                                                       ---------
Shares").  As a point of clarification, the Lender shall be entitled to keep its
- ------
Series  D  Common  Stock  Purchase  Warrant  issued  at the time of the original
issuance  of  the  Note.

     Section  1.2  Deliveries  at  Closing. At the Closing (a) the Company shall
                   -----------------------
deliver to the Lender one or more certificates representing the Exchanged Shares
registered  in  the  Lender's  name  (or its nominee), duly authorized, free and
clear of all liens and restrictions of any kind (except for those imposed by the
applicable  Certificate of Designations and applicable securities laws), and (b)
the  Lender  shall deliver or cause to be delivered to the Company the Note held
by  the Lender together with all documents necessary to validly and duly tender,
assign  and  convey  such  Note  to  the  Company  for  cancellation  thereof.

     Section  1.3  Closing.  The  closing  of the transactions described in this
                   -------
Agreement  shall  take  place  at the offices of Bush Ross, P.A. 220 S. Franklin
Street, Tampa, Florida 33602 at 8:00 a.m., Eastern Time, on March 7, 2005, or on

<PAGE>

such  other  business  day thereafter as may be agreed to by the Company and the
Lender (such closing, the "Closing" and such date and time, the "Closing Date").
                                                                 ------------

     Section  1.4  Cancellation  of Subordinated Notes; Guarantees. Upon receipt
                   -----------------------------------------------
from  the  Lender of the Note in accordance with Section 1.3 hereof, the Company
shall  cancel  the  Note immediately. The Company and the Lender agree that upon
such  cancellation  of  the  Note: (a) the obligations of the Company to pay the
principal  of,  interest  on  or redemption premium and otherwise in respect of,
such  Note  surrendered  by  the  Lender to the Company shall terminate; (b) the
obligations  of  the  Company to pay any interest remaining unpaid in respect of
the  Note  shall  terminate,  and such interest shall be deemed to have formed a
portion  of  the  consideration given for the purchase of the Series A Preferred
Stock  by  the  Lender;  (c)  all obligations of the Lender pursuant to the Note
shall  terminate; (d) all obligations of the Company in respect of the cancelled
Note  shall  terminate,  and  (e)  all  obligations  of  guarantors  guarantying
repayment  of  the  Note  shall  terminate.

                                    ARTICLE 2

                  REPRESENTATIONS AND WARRANTIES OF THE COMPANY
                  ---------------------------------------------

     Section  2.1  Organization and Authority. The Company is a corporation duly
                   --------------------------
organized, validly existing, and in good standing under the laws of the State of
Delaware. The Company has all requisite corporate power and authority to execute
and  deliver  this  Agreement  and  to  consummate the transactions contemplated
hereby.  All  necessary  action,  corporate  or otherwise, required to have been
taken by or on behalf of the Company by applicable law, its charter documents or
otherwise to authorize (a) the approval, execution and delivery on behalf of the
Company  of  this Agreement and the agreements, certificates and other documents
contemplated  hereby,  including,  without  limitation,  the  issuance, sale and
delivery  of  the Exchanged Shares and (b) the performance by the Company of its
obligations  under  this Agreement, including, without limitation, the issuance,
sale  and  delivery  of  the  Exchanged  Shares,  and  the  consummation  of the
transactions  contemplated  by  this  Agreement  hereof  has  been  taken.  This
Agreement  issued  at the Closing constitute valid and binding agreements of the
Company,  enforceable  against  the  Company in accordance with their respective
terms,  except  (x)  as  the  same  may  be  limited  by  applicable bankruptcy,
insolvency,  moratorium  or  similar  laws of general application relating to or
affecting  creditors'  rights  and  (y)  for  the limitations imposed by general
principles  of  equity.

     Section  2.2  The  Exchanged  Shares.  Upon  delivery  to the Lender at the
                   ----------------------
Closing  of  certificates representing the Exchanged Shares, and upon receipt by
the  Company  of the Note in exchange therefor, (a) good and valid title to such
Exchanged  Shares  will  pass  to  the  Lender,  free and clear of all liens and
restrictions  of  any  kind  (except  for  those  imposed  by the Certificate of
Designations  and  applicable securities laws) and (b) the Exchanged Shares will
be  duly  authorized  and  validly  issued,  fully  paid  and  nonassessable.

<PAGE>

                                    ARTICLE 3

                  REPRESENTATIONS AND WARRANTIES OF THE LENDER
                  --------------------------------------------

     Section  3.1  Investment  Representation. The Exchanged Shares and Warrants
                   --------------------------
are  being  acquired for the Lender's own account, for investment and not with a
view  to,  or  for  resale in connection with, a distribution or public offering
thereof  within the meaning of the Securities Act or applicable state securities
laws.

     Section  3.2  Transfer  Restrictions  under  Securities  Laws.  The  Lender
                   -----------------------------------------------
understands  that  none  of  the  Exchanged Shares or Common Stock issuable upon
exercise  of  the Exchanged Shares have been registered under the Securities Act
of  1933,  as  amended  (the  "Securities  Act"),  or  qualified under any state
securities  laws. The Lender understands that the resale of the Exchanged Shares
or Common Stock issuable upon exercise of the Exchanged Shares may be restricted
indefinitely  unless  a  subsequent  disposition thereof is registered under the
Securities  Act  and registered under any state securities law or is exempt from
such  registration.  Certificates  representing  the  Exchanged  Shares  (the
"Securities") shall be endorsed with the following legend, and any other legends
 required  by  applicable  securities  laws:

      THE  SECURITIES  REPRESENTED  BY  THIS  CERTIFICATE  HAVE  NOT  BEEN
      REGISTERED  UNDER  THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"),
      AND  ARE  "RESTRICTED  SECURITIES"  AS DEFINED IN RULE 144 PROMULGATED
      UNDER  THE  ACT. THE SECURITIES MAY NOT BE SOLD OR OFFERED FOR SALE OR
      OTHERWISE  DISTRIBUTED  EXCEPT  (I)  IN  CONJUNCTION WITH AN EFFECTIVE
      REGISTRATION  STATEMENT  FOR  THE  SHARES  UNDER  THE  ACT, OR (II) IN
      COMPLIANCE  WITH  RULE 144 OR (III) OTHERWISE PURSUANT TO AN EXEMPTION
      FROM  THE  REGISTRATION  REQUIREMENTS  UNDER  THE  ACT.

The  Company may instruct its transfer agent not to register the transfer of the
Securities,  unless  the  conditions  specified  in  the  foregoing  legend  are
satisfied.  The  Warrants  shall  be  endorsed with legends substantially in the
form  set  forth  in  the  Warrant  Certificates.

     Section  3.3  Accredited  Investor  Status.  The  Lender  is an "Accredited
                   ----------------------------
Investor"  as that term is defined in Rule 501 of Regulation D promulgated under
the  Securities  Act.  The Lender is able to bear the economic risk of acquiring
the  Exchanged  Shares  and  Warrants  pursuant  to the terms of this Agreement,
including a complete loss of the Lender's investment in the Exchanged Shares and
Warrants.

     Section  3.4 Authority. The Lender has all requisite power and authority to
                  ---------
execute  and  deliver  this  Agreement  and  to  consummate  the  transactions
contemplated  hereby.  All necessary action, corporate or otherwise, required to
have  been  taken  by  or on behalf of the Lender by applicable law, its charter
documents  or otherwise to authorize (a) the approval, execution and delivery on
behalf  of  it  of  this  Agreement and (b) the performance by it of obligations
under  this  Agreement  and  the  agreements,  certificates  and other documents
contemplated  hereby,  and  the  consummation  of  the transactions contemplated
hereby  and  thereby  has  been  taken.  This  Agreement constitutes a valid and
binding  agreement  of the Lender, enforceable against it in accordance with its
terms.

<PAGE>

     Section  3.5  No  Conflicts.  Neither  the  execution  and delivery of this
                   -------------
Agreement  nor the consummation and performance of the transactions contemplated
hereby  to  be  performed  or  satisfied on the part of the Lender is prevented,
limited  by,  conflicts  with,  or  will  result  in,  a  breach  of  the terms,
conditions, or provisions of any agreement to which the Lender is a party or any
law,  rule,  regulation,  or  order  of  any  court  or  government  agency.

     Section  3.6 Good Title to Note. The Lender is the lawful owner of the Note
                  ------------------
and  the  Lender has good title thereto, free and clear of all liens, claims and
encumbrances  of  any  kind.

                                    ARTICLE 4

                                  MISCELLANEOUS
                                  -------------

     Section  4.1  Binding Effect; Benefit. This Agreement shall be binding upon
                   -----------------------
and  shall  inure  to  the  benefit  of  the parties hereto and their respective
permitted  successors  and  assigns.  Notwithstanding anything contained in this
Agreement  to  the  contrary,  nothing in this Agreement, express or implied, is
intended  to  confer  on  any  person  other  than  the  parties hereto or their
respective permitted successors and assigns any rights, remedies, obligations or
liabilities  under  or  by  reason  of  this  Agreement.

     Section  4.2  Entire  Agreement. This Agreement, the exhibits and schedules
                   -----------------
hereto  and  any  documents  delivered  by  the  parties  in connection herewith
constitute  the  entire  agreement among the parties with respect to the subject
matter  hereof  and  supersede all prior agreements and understandings (oral and
written)  among  the  parties  with  respect  thereto.

     Section  4.3  Governing  Law.  This  Agreement  shall  be  governed  by and
                   --------------
construed  in accordance with the laws of the State of Florida without regard to
its rules of conflict of laws. Each of the parties hereto hereby irrevocably and
unconditionally  consents  to submit to the exclusive jurisdiction of the courts
of the State of Florida and of the United States of America located in the State
of  Florida (the "Florida Courts") for any litigation arising out of or relating
                  --------------
to  this  Agreement  and the transactions contemplated hereby (and agrees not to
commence  any  litigation  relating  thereto  except in such courts), waives any
objection  to  the  laying of venue of any such litigation in the Florida Courts
and  agrees  not  to  plead or claim that such litigation brought in any Florida
Court  has  been  brought  in  an  inconvenient  forum.

     Section  4.4 Remedies; Specific Performance. The Company and the Lender may
                  ------------------------------
take  all  steps  necessary  or  advisable  to  protect and enforce their rights
hereunder,  whether  by  action, suit or proceeding at law or in equity, for the
specific  performance  of any covenant, condition or agreement contained herein,
or  in  aid of the execution of any power herein granted, or for the enforcement
of  any  other appropriate legal or equitable remedy or otherwise as the Company
or  the  Lender  shall deem necessary or advisable. No right or remedy hereunder
shall  be exclusive of any other right, power or remedy, but shall be cumulative
and  in  addition  to  any  other  right or remedy hereunder or now or hereafter
existing  by  law  or in equity and the exercise by a party hereto of any one or
more  of  such  rights,  powers  or remedies shall not preclude the simultaneous

<PAGE>

exercise  of any or all of such other rights, powers or remedies. Any failure to
insist  upon  the  strict performance of any provision hereof or to exercise any
option, right, power or remedy contained herein shall not constitute a waiver or
relinquishment  thereof  for  the  future.

     Section  4.5  Counterparts.  This  Agreement may be executed by the parties
                   ------------
hereto  in  separate  counterparts, each of which when so executed and delivered
shall  be  an  original, but all such counterparts shall together constitute one
and  the  same  instrument.

     Section  4.6  Headings.  Headings of the Sections of this Agreement are for
                   --------
the  convenience  of  the  parties  only,  and  shall be given no substantive or
interpretive  effect  whatsoever.

     Section 4.7 Interpretation. In this Agreement, unless the context otherwise
                 --------------
requires, words describing the singular number shall include the plural and vice
versa,  and  words  denoting  any  gender  shall  include  all genders and words
denoting  natural  persons  shall include corporations and partnerships and vice
versa.

     Section  4.8  Incorporation  of  Exhibits  and  Schedules. All exhibits and
                   -------------------------------------------
schedules  hereto  are hereby incorporated herein and made a part hereof for all
purposes  as  if  fully  set  forth  herein.

     Section  4.9 Severability. Any term or provision of this Agreement which is
                  ------------
invalid  or unenforceable in any jurisdiction shall, as to that jurisdiction, be
ineffective  to  the  extent  of  such  invalidity  or  unenforceability without
rendering  invalid  or  unenforceable the remaining terms and provisions of this
Agreement.

     Section  4.10  Attorneys' Fees  and  Court  Actions.  If  a legal action is
                    ------------------------------------
initiated  by  any  party  to  this Agreement against another, arising out of or
relating  to  the  alleged  performance  or  non-performance  of  any  right  or
obligation  established  hereunder,  or any dispute concerning the same, any and
all fees, costs and expenses reasonably incurred by each prevailing party or its
legal  counsel  in investigating, preparing for, prosecuting, defending against,
or providing evidence, producing documents or taking any other action in respect
of,  such action shall be the joint and several obligation of, and shall be paid
or  reimbursed  by,  the  nonprevailing  party.

<PAGE>

     IN WITNESS WHEREOF, the Company and Lender have caused this Agreement to be
executed  and delivered by their respective officers, thereunto duly authorized.



                                CYTATION  CORPORATION

                                By:
                                ------------------------------------------
                                Charles  G.  Masters,  President  and  CEO

                                VICIS  CAPITAL  MASTER  FUND


                                By:
                                -----------------------------------
                                Shad  Stastney,  Managing  Director

<PAGE>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.01
<SEQUENCE>15
<FILENAME>ex23-01.txt
<DESCRIPTION>INDEPENDENT REGISTERED PUBLIC ACCOUNTANT FIRM'S CONSENT
<TEXT>
EXHIBIT 23.01

             INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM'S CONSENT

     We consent to the inclusion in this Registration Statement of Cytation
Corporation on Form SB-2 of the following reports:

1) Our report dated March 24, 2006, with respect to our audits of the
consolidated balance sheet and related consolidated statements of operations,
stockholders' deficit, and cash flows of Cytation Corporation as of December 31,
2005, which report appears in the Prospectus, which is part of this Registration
Statement.

2) Our report dated March 24, 2006, with respect to our audits of the
consolidated balance sheet and related consolidated statements of operations,
stockholders' deficit, and cash flows of Deer Valley Acquisitions Corp. for the
years ended December 31, 2005 and December 31, 2004, which report appears in the
Prospectus, which is part of this Registration Statement.

3) Our report dated February 8, 2006, with respect to our audits of the
consolidated balance sheet and related consolidated statements of operations,
stockholders' equity, and cash flows of Deer Valley Homebuilders, Inc. for the
years ended December 31, 2005 and December 31, 2004, which report appears in the
Prospectus, which is part of this Registration Statement.

We also consent to the reference to our Firm under the heading "Experts" in such
Prospectus.


/s/ Wheeler, Herman, Hopkins & Lagor, P.A.

Tampa, Florida
June 7, 2006

<PAGE>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.02
<SEQUENCE>16
<FILENAME>ex23-02.txt
<DESCRIPTION>CONSENT OF CERTIFIED PUBLIC ACCOUNTANTS
<TEXT>
Exhibit 23.02






               CONSENT OF INDEPENDENT CRTIFIED PUBLIC ACCOUNTANTS

We  hereby  consent  to  the incorporation in the Registration Statement on Form
SB-2  filed on June 7, 2006 of Cytation Corporation of our report dated February
25,  2005,  relating to the financial statements of Cytation Corporation for the
year  ended  December  31,  2004.


                                                     /s/ Radin, Glass & Co., LLP
                                                    Certified Public Accountants

New York, New York
June 7, 2006

<PAGE>

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
