EXHIBIT 4.3

                           CERTIFICATE OF AMENDMENT TO
                         CERTIFICATE OF INCORPORATION OF
                              CYTATION CORPORATION

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

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

           SERIES C CONVERTIBLE PREFERRED STOCK DESIGNATION AND AMOUNT

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

     1.     Intentionally  Omitted.

     2.     Voting.
            ------

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

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

<PAGE>

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

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

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

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

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

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

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

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

<PAGE>

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

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

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

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

<PAGE>

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

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

                    A.     a  merger  or  consolidation  in  which

                         (I)     the  Corporation  is  a  constituent  party, or

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

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

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

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


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

<PAGE>

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

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

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

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

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

<PAGE>

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

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

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

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

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

<PAGE>

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

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

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

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

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

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

<PAGE>

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

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

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

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

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

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

<PAGE>

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


                              CYTATION CORPORATION


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



       [Signature Page to Series C Preferred Certificate of Designations]

<PAGE>