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>

