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"),
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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");
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     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
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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,
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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
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     Section  1.1  Transfer  and Exchange. Subject to and in accordance with the
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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
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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
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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
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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

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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
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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
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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
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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.

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                                    ARTICLE 3

                  REPRESENTATIONS AND WARRANTIES OF THE LENDER
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     Section  3.1  Investment  Representation. The Exchanged Shares and Warrants
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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
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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
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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
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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.

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     Section  3.5  No  Conflicts.  Neither  the  execution  and delivery of this
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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
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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
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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
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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
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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
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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

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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
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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
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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
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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
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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

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