EXHIBIT 10.5

THIS  WARRANT  OR  THE  SHARES  OF  COMMON  STOCK ISSUABLE UPON EXERCISE OF THIS
WARRANT  HAVE  NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
OR  ANY  STATE  SECURITIES LAWS.  NO SALE OR DISPOSITION MAY BE EFFECTED WITHOUT
(i)  AN  EFFECTIVE  REGISTRATION  STATEMENT  RELATED THERETO, (ii) AN OPINION OF
COUNSEL  FOR  THE  HOLDER,  REASONABLY  SATISFACTORY  TO  THE COMPANY, THAT SUCH
REGISTRATION  IS  NOT  REQUIRED, (iii) RECEIPT OF A NO-ACTION LETTER(S) FROM THE
APPROPRIATE  GOVERNMENTAL  AUTHORITY(IES),  OR (iv) OTHERWISE COMPLYING WITH THE
PROVISIONS  OF  SECTION  8  OF  THIS  WARRANT.
                ----------

                      SERIES B WARRANT TO PURCHASE  SHARES
                        OF COMMON STOCK (this "WARRANT")

Warrant No.:  B- __

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  two dollars and twenty five cents
($2.25)(the  "WARRANT PRICE," as adjusted pursuant to Section 4 hereof), subject
                                                      ---------
to  the  provisions  and  upon  the  terms and conditions hereinafter set forth.

     As  used  herein,  (a)  the  term  "COMMON  STOCK" shall mean the Company's
presently authorized Common Stock, par value $.001 per share, and any stock into
or  for which such Common Stock may hereafter be converted or exchanged, (b) the
term  "DATE  OF  GRANT"  shall  mean  January  __, 2006, and (c) the term "OTHER
WARRANTS"  shall  mean  any  warrant issued upon transfer or partial exercise of
this  Warrant.  The  term  "WARRANT"  as  used herein shall be deemed to include
Other  Warrants unless the context hereof or thereof clearly requires otherwise.
The  Warrant  evidenced  by this warrant certificate is a portion of a series of
like warrants (collectively, the "SERIES WARRANTS") exercisable for the purchase
of  up  to  an aggregate of up to 4,666,667 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 seven (7) years from the
Initial  Exercise  Date  (the "EXPIRATION DATE"); provided, however, that in the
                                                  --------  -------
event that any portion of this Warrant is unexercised as of the Expiration Date,
the  terms  of  Section  2(b),  below,  shall  apply.
                -------------

<PAGE>

     2.     Exercise;  Expiration;  Redemption.
            ----------------------------------

          a.  Method  of  Exercise; Payment; Issuance of New Warrant. Subject to
              -----------------------------
     Section  1  hereof,  the  purchase right represented by this Warrant may be
     ----------
     exercised  by  the holder hereof, in whole or in part and from time to time
     after the Initial Exercise Date, by the surrender of this Warrant (with the
     notice  of exercise form attached hereto as Exhibit A duly executed) at the
                                                 ---------
     principal  office  of  the  Company and by the payment to the Company of an
     amount  equal to the then applicable Warrant Price multiplied by the number
     of  Warrant  Shares  then  being  purchased. The person or persons in whose
     name(s)  any  certificate(s)  representing  shares of Common Stock shall be
     issuable  upon  exercise of this Warrant shall be deemed to have become the
     holder(s) of record of, and shall be treated for all purposes as the record
     holder(s)  of,  the  shares  represented  thereby (and such shares shall be
     deemed  to  have been issued) immediately prior to the close of business on
     the date or dates upon which this Warrant is exercised. In the event of any
     exercise  of  the  rights represented by this Warrant, certificates for the
     shares  of  stock  so  purchased shall be delivered to the holder hereof as
     soon  as  possible  and  in  any  event  within thirty (30) days after such
     exercise  and,  unless this Warrant has been fully exercised, a new Warrant
     representing  the  portion  of  the Warrant Shares, if any, with respect to
     which  this Warrant shall not then have been exercised shall also be issued
     to  the  holder  hereof  as  soon  as possible and in any event within such
     thirty (30)-day period.

          b.  Expiration.  In  the  event  that  any  portion of this Warrant is
              ----------
     unexercised  as  of the Expiration Date, such portion of this Warrant shall
     automatically  expire,  and the Holder shall have no rights with respect to
     such unexercised portion of this Warrant.

          c.  Maximum.  In no event shall any holder be entitled to exercise any
              -------
     Warrant  Shares  to  the  extent  that, after such exercise, the sum of the
     number  of  shares of Common Stock beneficially owned by any holder and its
     affiliates  (other  than  shares  of  Common  Stock  which  may  be  deemed
     beneficially  owned through the ownership of the unexercised portion of the
     Warrant  Shares  or  any  unexercised right held by any holder subject to a
     similar limitation), would result in beneficial ownership by any holder and
     its affiliates of more than 4.99% of the outstanding shares of Common Stock
     (after  taking into account the shares to be issued to the holder upon such
     exercise). For purposes of this Section 2(c), beneficial ownership shall be
                                     ------------
     determined  in accordance with Section 13(d) of the Securities Exchange Act
     of  1934,  as  amended.  Nothing  herein  shall  preclude  the  holder from
     disposing  of  a  sufficient  number  of  other  shares  of  Common  Stock
     beneficially  owned  by the holder so as to thereafter permit the continued
     exercise of this Warrant.

     3.     Stock  Fully  Paid;  Reservation of Shares.  All Warrant Shares that
            ------------------------------------------
may  be issued upon the exercise of the rights represented by this Warrant will,
upon  issuance  pursuant  to  the terms and conditions herein, be fully paid and
nonassessable,  and  free  from  all taxes (other than any taxes determined with
respect  to,  or  based  upon,  the income of the person to whom such shares are
issued),  liens  and  charges (other than liens or charges created by actions of
the  holder  of  this Warrant or the person to whom such shares are issued), and
pre-emptive  rights with respect to the issue thereof.  During the period within
which  the rights represented by this Warrant may be exercised, the Company will
at  all  times  have  authorized, and reserved for the purpose of the issue upon
exercise  of  the purchase rights evidenced by this Warrant, a sufficient number

<PAGE>

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. Adjustment for Initial Errors. The Company hereby acknowledges that
             -----------------------------
     the  number  of  Series  Warrant  Shares constituting the initial number of
     securities  purchasable  upon  the  exercise  of  the  Series Warrants (the
     "EXERCISE QUANTITY") was based upon the Company's representations as to the
     amount  of  outstanding  Common  Stock  (on a fully diluted basis excluding
     shares  issuable  pursuant  to  employee and director stock options) on the
     Date  of  Grant, as set forth in Section 2.1 (b) of the Purchase Agreement.
                                      --------------
     If  for  any reason it shall hereafter be determined that the actual amount
     of  Common Stock outstanding as of the Date of Grant caused the calculation
     of  the  Exercise  Quantity to be erroneous, then the Company or the holder
     (whichever  shall  discover  such  error)  shall  notify  the other of such
     determination  and  the  Company shall forthwith reissue the Warrant or the
     Series  Warrants,  as  the  case  may  be, with an appropriate proportional
     adjustment in said number to be effective from the Date of Grant.

          b. Reclassification or Merger. In case of any reclassification, change
             --------------------------
     or  conversion  of  securities  of the class issuable upon exercise of this
     Warrant  (other  than  a  change  in par value, or from par value to no par
     value,  or  from no par value to par value, or as a result of a subdivision
     or  combination),  or  in  case  of  any merger of the Company with or into
     another  corporation (other than a merger with another corporation in which
     the  Company  is the acquiring and the surviving corporation and which does
     not  result  in  any  reclassification  or change of outstanding securities
     issuable  upon  exercise of this Warrant), or in case of any sale of all or
     substantially  all  of  the  assets  of  the  Company, the Company, or such
     successor or purchasing corporation, as the case may be, shall duly execute
     and  deliver  to  the  holder  of  this  Warrant a new Warrant (in form and
     substance  satisfactory  to the holder of this Warrant), so that the holder
     of  this Warrant shall have the right to receive, at a total purchase price
     not  to exceed that payable upon the exercise of the unexercised portion of
     this  Warrant,  and  in  lieu  of  the  shares  of Common Stock theretofore
     issuable  upon  exercise  of this Warrant, the kind and amount of shares of
     stock,  other  securities,  money  and  property  receivable  upon  such
     reclassification,  change  or merger by a holder of the number of shares of
     Common  Stock  then  purchasable under this Warrant. Such new Warrant shall
     provide  for  adjustments  that  shall  be  as  nearly equivalent as may be
     practicable  to  the  adjustments  provided  for  in  this  Section  4. The
                                                                 ----------
     provisions  of  this  Section  4(b)  shall  similarly  apply  to successive
                           -------------
     reclassifications,  changes,  mergers  and  transfers.  Notwithstanding the
     foregoing,  this  Section  4(b)  shall  not apply to the Reverse Merger (as
                       ------------
     defined  in  the Certificate of Designations, Preferences and Rights of the
     Series A Convertible Preferred Stock (the "CERTIFICATE OF DESIGNATIONS")).

          c.  Subdivision  or  Combination  of Shares. If at any time while this
              ---------------------------------------
     Warrant  remains  outstanding  and unexpired the Company shall subdivide or
     combine  its outstanding shares of Common Stock, the Warrant Price shall be
     proportionately  decreased in the case of a subdivision or increased in the
     case  of  a combination, effective at the close of business on the date the
     subdivision or combination becomes effective.

<PAGE>

          d.  Stock  Dividends. If at any time while this Warrant is outstanding
              ----------------
     and unexpired the Company shall pay a dividend with respect to Common Stock
     payable in Common Stock, then the Warrant Price shall be adjusted, from and
     after  the  date  of determination of stockholders entitled to receive such
     dividend  or  distribution,  to  that  price  determined by multiplying the
     Warrant  Price in effect immediately prior to such date of determination by
     a  fraction  (i) the numerator of which shall be the total number of shares
     of  Common  Stock  outstanding immediately prior to such dividend, and (ii)
     the  denominator  of  which  shall  be the total number of shares of Common
     Stock outstanding immediately after such dividend.

          e. Intentionally Omitted.

          f.  Rights Offerings. In case the Company shall, at any time after the
              ----------------
     Date  of  Grant, issue rights, options or warrants to the holders of equity
     securities  of  the  Company,  entitling  them to subscribe for or purchase
     shares  of  Common  Stock  (or  securities convertible or exchangeable into
     Common  Stock)(excluding  Exempt  Securities,  as  defined  in Section 4(l)
                                                                    ------------
     below)  at  a  price  per  share of Common Stock (or having a conversion or
     exchange  price  per  share  of  Common  Stock if a security convertible or
     exchangeable into Common Stock) less than the Series A Conversion Price (as
     defined  in  the  Certificate of Designations) per share of Common Stock on
     the  record date for such issuance (or the date of issuance, if there is no
     record  date),  the  Warrant Price to be in effect on and after such record
     date  (or issuance date, as the case may be) shall be reduced, concurrently
     with  such  issue, to a price equal to the consideration received per share
     in  connection with the issuance of such additional shares of Common Stock.
     In case such purchase or subscription price may be paid in part or in whole
     in  a  form  other than cash, the fair value of such consideration shall be
     determined  by  the  Board of Directors of the Company in good faith as set
     forth  in  a  duly  adopted  board  resolution  certified  by the Company's
     Secretary  or  Assistant  Secretary.  Such  adjustment  shall  be  made
     successively  whenever  such an issuance occurs; and in the event that such
     rights,  options,  warrants,  or convertible or exchangeable securities are
     not  so  issued or expire or cease to be convertible or exchangeable before
     they  are exercised, converted, or exchanged (as the case may be), then the
     Warrant  Price  shall  again be adjusted to be the Warrant Price that would
     then  be  in  effect  if such issuance had not occurred; provided, however,
                                                              ------------------
     that  the Company shall adjust the number of Warrant Shares issued upon any
     exercise  of  this  Warrant  after the adjustment required pursuant to this
     Section  4(f)  but prior to the date such subsequent adjustment is made, in
     ------------
     order to equitably reflect the fact that such rights, options, warrants, or
     convertible  or  exchangeable  securities  were not so issued or expired or
     ceased  to  be  convertible  or  exchangeable  before  they were exercised,
     converted, or exchanged (as the case may be). g. Intentionally Omitted.

          h.  Other  Issuances  of  Securities.  In  case  the  Company  or  any
              --------------------------------
     Subsidiary  shall,  at  any  time  after the Date of Grant, issue shares of
     Common  Stock,  or rights, options, warrants or convertible or exchangeable
     securities  containing  the  right  to  subscribe for or purchase shares of
     Common  Stock  (excluding  (i)  shares,  rights,  options,  warrants,  or
     convertible or exchangeable securities or issued in any of the transactions
     described  in  Sections 4(b), 4(c), 4(d), or 4(f) above; (ii) shares issued
                    -------------------------    -----
     upon  the  exercise of such rights, options or warrants, or upon conversion
     or  exchange  of  such  convertible  or exchangeable securities; (iii) this
     Warrant  and  any  shares  issued  upon  exercise  thereof; and (iv) Exempt
     Securities,  as  defined  in  Section 4(l) below)), at a price per share of
                                   ------------

<PAGE>

     Common  Stock (determined in the case of such rights, options, warrants, or
     convertible  or  exchangeable  securities  by dividing (x) the total amount
     receivable by the Company in consideration of the sale and issuance of such
     rights,  options, warrants, or convertible or exchangeable securities, plus
     the  total  minimum  consideration  payable  to  the Company upon exercise,
     conversion,  or  exchange thereof by (y) the total maximum number of shares
     of  Common  Stock covered by such rights, options, warrants, or convertible
     or  exchangeable  securities)  lower than the Series A Conversion Price (as
     defined  in  Certificate  of Designations), then the Warrant Price shall be
     reduced,  concurrently  with  such  issue,  to  a  price  equal  to  the
     consideration  received  per  share in connection with the issuance of such
     additional shares of Common Stock. For the purposes of such adjustment, the
     maximum  number  of  shares  of  Common  Stock which the holder of any such
     rights,  options,  warrants or convertible or exchangeable securities shall
     be  entitled  to subscribe for or purchase shall be deemed to be issued and
     outstanding  as of the date of such sale and issuance and the consideration
     received  by  the  Company therefor shall be deemed to be the consideration
     received  by the Company for such rights, options, warrants, or convertible
     or  exchangeable  securities,  plus  the  minimum  consideration or premium
     stated  in  such  rights, options, warrants, or convertible or exchangeable
     securities  to  be  paid for the shares of Common Stock covered thereby. In
     case  the  Company  shall sell and issue shares of Common Stock, or rights,
     options, warrants, or convertible or exchangeable securities containing the
     right  to  subscribe  for  or  purchase  shares  of  Common  Stock  for  a
     consideration  consisting, in whole or in part, of property other than cash
     or its equivalent, then, in determining the price per share of Common Stock
     and  the  consideration  received  by the Company for purposes of the first
     sentence  of this Section 4(h), the Board of Directors of the Company shall
                       -----------
     determine,  in  good  faith,  the  fair  value  of  said property, and such
     determination  shall  be  described  in  a  duly  adopted  board resolution
     certified  by  the  Company's Secretary or Assistant Secretary. In case the
     Company  shall  sell and issue rights, options, warrants, or convertible or
     exchangeable  securities  containing the right to subscribe for or purchase
     shares  of Common Stock together with one (1) or more other securities as a
     part  of  a  unit  at  a price per unit, then, in determining the price per
     share  of  Common  Stock  and the consideration received by the Company for
     purposes of the first sentence of this Section 4(h), the Board of Directors
                                            -----------
     of the Company shall determine, in good faith, which determination shall be
     described  in  a  duly  adopted board resolution certified by the Company's
     Secretary  or  Assistant  Secretary, the fair value of the rights, options,
     warrants, or convertible or exchangeable securities then being sold as part
     of  such  unit. Such adjustment shall be made successively whenever such an
     issuance  occurs,  and in the event that such rights, options, warrants, or
     convertible or exchangeable securities expire or cease to be convertible or
     exchangeable  before  they  are  exercised, converted, or exchanged (as the
     case may be), then the Warrant Price shall again be adjusted to the Warrant
     Price  that  would  then  be  in  effect  if such sale and issuance had not
     occurred,  but  such  subsequent  adjustment shall not affect the number of
     Warrant  Shares  issued  upon any exercise of the Warrant prior to the date
     such subsequent adjustment is made.

          i. Adjustment of Number of Shares. Upon each adjustment in the Warrant
             ------------------------------
     Price,  the  number  of  Warrant  Shares  purchasable  hereunder  shall  be
     adjusted,  to  the  nearest  whole  share,  to  the  product  obtained  by
     multiplying  the  number of Warrant Shares purchasable immediately prior to
     such  adjustment in the Warrant Price by a fraction, the numerator of which

<PAGE>

     shall  be  the  Warrant  Price immediately prior to such adjustment and the
     denominator of which shall be the Warrant Price immediately thereafter.

          j. Determination of Fair Market Value. For purposes of this Section 4,
             ----------------------------------
     "FAIR MARKET VALUE" of a share of Common Stock as of a particular date (the
     "DETERMINATION  DATE")  shall mean (i) if shares of Common Stock are traded
     on  a national securities exchange (an "EXCHANGE"), the weighted average of
     the closing sale price of a share of the Common Stock of the Company on the
     last five (5) trading days prior to the Determination Date reported on such
     Exchange  as  reported in The Wall Street Journal (weighted with respect to
     the trading volume with respect to each such day); (ii) if shares of Common
     Stock  are  not  traded  on  an  Exchange but trade in the over-the-counter
     market and such shares are quoted on the National Association of Securities
     Dealers Automated Quotations System ("NASDAQ"), the weighted average of the
     closing  sale  price  of  a share of the Common Stock of the Company on the
     last  five  (5)  trading  days  prior to the Determination Date reported on
     NASDAQ as reported in The Wall Street Journal (weighted with respect to the
     trading  volume with respect to each such day); (iii) if such shares are an
     issue for which last sale prices are not reported on NASDAQ, the average of
     the  closing sale price, in each case on the last five (5) trading days (or
     if  the  relevant price or quotation did not exist on any of such days, the
     relevant  price  or  quotation  on the next preceding business day on which
     there  was  such  a  price or quotation) prior to the Determination Date as
     reported by the Over the Counter Bulletin Board (the "OTCBB"), the National
     Quotation  Bureau,  Incorporated, or any other successor organization; (iv)
     if  no  closing  sales price is reported for the Common Stock by the OTCBB,
     National Quotation Bureau, Incorporated or any other successor organization
     for such day, the average of the high and low bid and asked price of any of
     the  market  makers for the Common Stock as reported on the OTCBB or in the
     "pink sheets" by the Pink Sheets, LLC on the last five (5) trading days; or
     (v)  if  no  price  can  be determined on the basis of the above methods of
     valuation, then the judgment of valuation shall be determined in good faith
     by  the  Board  of  Directors  of the Company, which determination shall be
     described  in  a  duly  adopted board resolution certified by the Company's
     Secretary  or Assistant Secretary. If the Board of Directors of the Company
     is  unable to determine any Valuation (as defined below), or if the holders
     of  at least fifty percent (50%) of all of the Warrant Shares then issuable
     hereunder  (collectively,  the  "REQUESTING  HOLDERS")  disagree  with  the
     Board's  determination  of any Valuation by written notice delivered to the
     Company  within  five  (5) business days after the determination thereof by
     the  Board  of  Directors  of the Company is communicated to holders of the
     Warrants affected thereby, which notice specifies a majority-in-interest of
     the  Requesting  Holders' determination of such Valuation, then the Company
     and  a  majority-in-interest  of  the  Requesting  Holders  shall  select a
     mutually  acceptable  investment  banking firm of national reputation which
     has  not had a material relationship with the Company or any officer of the
     Company  within  the  preceding  two  (2) years, which shall determine such
     Valuation.  Such  investment banking firm's determination of such Valuation
     shall  be  final,  binding and conclusive on the Company and the holders of
     all  of  the  Warrants  issued  hereunder and then outstanding. Any and all
     costs  and  fees  of such investment banking firm shall be borne equally by
     the Company and the Requesting Holders, however, if the Valuation is within
     ninety  percent  (90%)  of  either  party's valuation, then the other party
     shall  pay  all  of the costs and fees of such investment banking firm. For
     purposes  of  this  Section  4(j),  the  term  "VALUATION"  shall  mean the
                         ------------
     determination,  to  be  made  initially  by  the  Board of Directors of the
     Company,  of  the  fair  market value per share of Common Stock pursuant to
     clause (v) above.

<PAGE>

          k.  Subsequent  Changes.  If,  at any time after any adjustment of the
              -------------------
     Warrant Price shall have been made hereunder as the result of any issuance,
     sale  or  grant  of  any  rights,  options,  warrants  or  convertible  or
     exchangeable  securities,  any  of  such rights, options or warrants or the
     rights  of  conversion  or  exchange  associated  with  such convertible or
     exchangeable  securities shall expire by their terms or any of such rights,
     options,  warrants  or  convertible  or  exchangeable  securities  shall be
     repurchased  by  the  Company  or  a  Subsidiary  for  a  consideration per
     underlying  share  of  Common  Stock  not  exceeding  the  amount  of  such
     consideration received by the Company in connection with the issuance, sale
     or  grant  of such rights, options, warrants or convertible or exchangeable
     securities,  the  Warrant Price then in effect shall forthwith be increased
     to the Warrant Price that would have been in effect if such expiring right,
     option  or  warrant or rights of conversion or exchange or such repurchased
     rights,  options,  warrants  or  convertible or exchangeable securities had
     never  been  issued. Similarly, if at any time after any such adjustment of
     the  Warrant  Price shall have been made pursuant to Section 4(h) above (i)
                                                          -----------
     any additional aggregate consideration is received or becomes receivable by
     the  Company  in  connection  with the issuance or exercise of such rights,
     options,  warrants or convertible or exchangeable securities; or (ii) there
     is  a  reduction  in  the  conversion  or exchange ratio applicable to such
     convertible or exchangeable securities so that fewer shares of Common Stock
     will  be  issuable  upon  the  conversion or exchange thereof or there is a
     decrease  in the number of shares of Common Stock issuable upon exercise of
     such  rights,  options or warrants (except where such reduction or decrease
     results  from a combination of shares described in Section 4(c) above), the
                                                        -----------
     Warrant  Price  then in effect shall be forthwith readjusted to the Warrant
     Price  that  would  have been in effect had such changes taken place at the
     time  that  such  rights,  options, warrants or convertible or exchangeable
     securities  were  initially  issued, granted or sold. In no event shall any
     readjustment  under  this  Section  4(k) affect the validity of any Warrant
                                ------------
     Shares issued upon any exercise of this Warrant prior to such readjustment.

          l. Excluded Transactions. Notwithstanding the foregoing, Sections 4(f)
             ---------------------                                 -------------
     or  4(h)  above  shall  not  apply  to: (i) the Company's offering of up to
         ---
     750,000 shares of Series A Convertible Preferred Stock, with related Series
     A  Warrants  and  Series  B  Warrants,  and up to 76,201 shares of Series B
     Convertible  Preferred  Stock  and Series C Convertible Preferred Stock, in
     the  aggregate,  pursuant  to  the  Securities  Purchase and Share Exchange
     Agreement  of  even  date  herewith (the "OFFERING"); (ii) shares of Common
     Stock  issued or deemed issued to employees or directors of, or consultants
     to,  the  Company or any of its subsidiaries for services rendered pursuant
     to  a plan, agreement, or arrangement approved by the Board of Directors of
     the  Company  (including  5,000  shares of Common Stock per month issued or
     issuable  to  a  third party in connection with the provision of guarantees
     for  certain  obligations of the Company); (iii) the issuance of securities
     pursuant  to  the  conversion  or  exercise  of  convertible or exercisable
     securities  outstanding  on  the  date  hereof; (iv) shares of Common Stock
     issued  in  connection  with  any  stock  split  or stock dividend; (v) the
     issuance  of  Series  A  Convertible  Preferred Stock, Series B Convertible
     Preferred  Stock,  Series C Convertible Preferred Stock, Series A Warrants,
     Series B Warrants, Series C Warrants or Series D Warrant in connection with
     the  Offering;  (vi) the issuance of shares of Common Stock upon conversion
     or  exercise,  as  applicable, of the Series A Convertible Preferred Stock,
     Series B Convertible Preferred Stock, Series C Convertible Preferred Stock,
     Series A Warrants, Series B Warrants, Series C Warrants or Series D Warrant
     in  connection  with  the  Offering, in each case, provided the issuance is
     pursuant  to  the  terms  of  such  option  or  convertible security; (vii)
     warrants  issued  to  Midtown  Partners  &  Co., LLC, as placement agent in

<PAGE>

     connection  with  Offering, and shares of Common Stock issued in connection
     with the exercise thereof; (viii) shares of Common Stock issued or issuable
     in  connection with a bona fide joint venture or business acquisition of or
     by  the  Company, whether by merger, consolidation, sale of assets, sale or
     exchange  of  stock,  or  otherwise;  provided  that  any  such issuance is
     approved  by the Board of Directors, and, at the time of such issuance, the
     aggregate  of  that  issuance  and  similar issuances in the then preceding
     twelve  (12)  month  period  shall  not  exceed  ten  percent  (10%) of the
     then-outstanding  Common Stock of the Company (assuming full conversion and
     exercise  of  all convertible and exercisable securities); (ix) the Reverse
     Merger  (as  defined  in  the  Certificate  of Designations of the Series A
     Convertible  Preferred Stock); and (x) Series A Warrants issued pursuant to
     Section  2  of  the  Investor  Rights  Agreement of even date herewith (the
     "INVESTOR RIGHTS AGREEMENT")(collectively, the "EXEMPT SECURITIES").

     5.     Notice  of Adjustments.  Whenever the Warrant Price or the number of
            ----------------------
Warrant  Shares  purchasable  hereunder  shall be adjusted pursuant to Section 4
                                                                       ---------
hereof,  the  Company  shall deliver to the holder of this Warrant a certificate
signed  by  its chief financial officer setting forth, in reasonable detail, the
event  requiring  the  adjustment,  the  amount of the adjustment, the method by
which  such  adjustment  was calculated, and the Warrant Price and the number of
Warrant  Shares  purchasable  hereunder  after giving effect to such adjustment.

     6.     Dividends.  Intentionally  omitted.
            ---------

     7.     Fractional  Shares.  No  fractional  shares  of Common Stock will be
            ------------------
issued in connection with any exercise hereunder, but in lieu of such fractional
shares  the  Company shall make a cash payment therefor based on the fair market
value (as determined in accordance with Section 4(j) above) of a share of Common
                                        ------------
Stock  on  the date of exercise, or round up to the next whole number of shares,
at  the  Company's  option.

     8.     Compliance  with  Securities  Act  and  Investor  Rights  Agreement;
            --------------------------------------------------------------------
            Disposition  of  Warrant  or  Warrant  Shares.
            ---------------------------------------------

          a.  Compliance  with  Securities  Act.  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

<PAGE>

     LETTER(S)  FROM  THE  APPROPRIATE  GOVERNMENTAL  AUTHORITY(IES),  OR  (iv)
     OTHERWISE  COMPLYING  WITH THE PROVISIONS OF SECTION 8 OF THE WARRANT UNDER
                                                  ---------
     WHICH THESE SECURITIES WERE ISSUED DIRECTLY OR INDIRECTLY."

In  addition,  in  connection  with  the  issuance  of  this Warrant, the holder
specifically represents to the Company by acceptance of this Warrant as follows:

          (1)  The  holder  is  aware  of  the  Company's  business  affairs and
     financial  condition,  and  has  acquired  information  about  the  Company
     sufficient  to reach an informed and knowledgeable decision to acquire this
     Warrant.  The  holder  is  acquiring  this  Warrant for its own account for
     investment  purposes  only  and  not  with  a view to, or for the resale in
     connection  with, any "distribution" thereof for purposes of the Securities
     Act.

          (2)  The  holder  understands that this Warrant and the Warrant Shares
     have  not  been  registered  under  the  Securities  Act in reliance upon a
     specific  exemption  therefrom,  which  exemption depends upon, among other
     things, the bona fide nature of the holder's investment intent as expressed
     herein. In this connection, the holder understands that, in the view of the
     SEC,  the  statutory  basis  for  such  exemption may be unavailable if the
     holder's  representation  was predicated solely upon a present intention to
     hold  the  Warrant  and  the  Warrant  Shares for the minimum capital gains
     period  specified  under  applicable  tax laws, for a deferred sale, for or
     until  an  increase  or decrease in the market price of the Warrant and the
     Warrant  Shares,  or for a period of one (1) year or any other fixed period
     in the future.

          (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.

<PAGE>

          (6)  The holder further understands that, in the event that all of the
     requirements of Rule 144 and 144A are not satisfied, registration under the
     Securities  Act,  compliance  with Regulation A, or some other registration
     exemption  will  be  required; and that, notwithstanding the fact that Rule
     144  and  144A  are  not  exclusive, the Staff of the SEC has expressed its
     opinion  that  persons proposing to sell private placement securities other
     than  in  a registered offering and otherwise than pursuant to Rule 144 and
     144A  will  have  a  substantial  burden  of  proof in establishing that an
     exemption from registration is available for such offers or sales, and that
     such  persons  and  their  respective  brokers  who  participate  in  such
     transactions do so at their own risk.

          b.  Compliance  with  Investor  Rights  Agreement.  The holder of this
              ---------------------------------------------
     Warrant,  by acceptance hereof, understands and agrees that this Warrant is
     subject  to,  and  the transfer of the Warrant Shares may be prohibited by,
     the  Investor  Rights Agreement, and holder hereby specifically understands
     and agrees as follows:

     THIS  WARRANT,  AND  THE  SALE,  PLEDGE,  HYPOTHECATION, OR TRANSFER OF THE
     SECURITIES  EVIDENCED  HEREBY,  ARE  SUBJECT  TO,  AND  IN  CERTAIN  CASES
     PROHIBITED  BY,  THE  TERMS  AND CONDITIONS OF THAT CERTAIN INVESTOR RIGHTS
     AGREEMENT, OF EVEN DATE HEREWITH, BY AND AMONG THE HOLDER, THE COMPANY, AND
     CERTAIN  HOLDERS  OF  STOCK  OF THE COMPANY, AND, BY ACCEPTING ANY INTEREST
     HEREIN,  THE PERSON ACCEPTING SUCH INTEREST SHALL BE DEEMED TO AGREE TO AND
     SHALL  BE  BOUND  BY ALL OF THE PROVISIONS OF SUCH AGREEMENT. COPIES OF THE
     INVESTOR  RIGHTS  AGREEMENT  MAY  BE  OBTAINED  UPON WRITTEN REQUEST TO THE
     COMPANY'S SECRETARY.

          c.  Exchange.  This  Warrant  may be exchanged, without payment of any
              --------
     service  charge, for one (1) or more new Warrants of like tenor exercisable
     for  the  same aggregate number of shares of Common Stock upon surrender to
     the  Company  by  the  registered  holder  hereof  in  person  or  by legal
     representative or by attorney duly authorized in writing and, upon issuance
     of  the new Warrant or Warrants, the surrendered Warrant shall be cancelled
     and disposed of by the Company.

          d.  Disposition  of  Warrant  or  Warrant  Shares. With respect to any
              ---------------------------------------------
     offer,  sale  or  other  disposition of this Warrant, or any Warrant Shares
     acquired  pursuant to the exercise of this Warrant prior to registration of
     such  Warrant  or  Warrant  Shares,  the  holder hereof and each subsequent
     holder  of  this Warrant agrees to give written notice to the Company prior
     thereto,  describing  briefly  the  manner thereof, together with a written
     opinion  of  such holder's counsel, if reasonably requested by the Company,
     to  the  effect  that such offer, sale or other disposition may be effected
     without  registration or qualification (under the Securities Act as then in
     effect  or any federal or state law then in effect) of this Warrant or such
     Warrant  Shares  and  indicating  whether  or  not under the Securities Act
     certificates  for  this  Warrant  or  such  Warrant  Shares  to  be sold or
     otherwise  disposed  of  require  any  restrictive  legend as to applicable
     restrictions  on  transferability  in  order  to  ensure  compliance  with
     applicable laws. Promptly upon receiving such written notice and reasonably
     satisfactory  opinion,  if  so  requested,  the  Company,  as  promptly  as
     practicable,  shall  notify  such  holder  that  such  holder  may  sell or
     otherwise dispose of this Warrant or such Warrant Shares, all in accordance

<PAGE>

     with  the  terms of the notice delivered to the Company. If a determination
     has been made pursuant to this Section 8(d) that the opinion of counsel for
                                    -----------
     the holder is not reasonably satisfactory to the Company, the Company shall
     so  notify  the  holder promptly after such determination has been made and
     neither  this  Warrant  nor  any  Warrant Shares shall be sold or otherwise
     disposed  of  until  such  disagreement  has  been  resolved. The foregoing
     notwithstanding,  this  Warrant  or  such Warrant Shares may (i) as to such
     federal  laws, be offered, sold or otherwise disposed of in accordance with
     Rule 144 and 144A under the Securities Act, provided that the Company shall
     have  been  furnished  with  such information as the Company may reasonably
     request  to  provide a reasonable assurance that the provisions of Rule 144
     and  144A  have  been  satisfied  and (ii) be offered, sold, distributed or
     otherwise  transferred  to  Affiliates of the Holder without regard to this
     Section  8  (d),  but  only  if  the Company is in receipt of an opinion of
     --------------
     counsel  as  to the permissibility of such transfer under federal and state
     securities  laws and an investor representation letter from the transferee,
     in  form  and  substance  reasonably  satisfactory  to  the  Company.  Each
     certificate  representing  this  Warrant  or  the  Warrant  Shares  thus
     transferred (except a transfer pursuant to Rule 144) shall bear a legend as
     to  the  applicable  restrictions  on  transferability  in  order to ensure
     compliance  with such laws, unless, in the aforesaid opinion of counsel for
     the  holder, such legend is not required in order to ensure compliance with
     such laws. The Company may issue stop transfer instructions to its transfer
     agent  or,  if  acting  as  its  own  transfer  agent, the Company may stop
     transfer  on  its corporate books, in connection with such restrictions. As
     used  herein,  "AFFILIATE  OF  THE  HOLDER"  shall  mean  (x)  any  owner,
     shareholder, partner or member of the Holder, and (y) any other Person that
     directly  or indirectly, through one or more intermediaries, Controls or is
     Controlled by or is under common Control with the Holder.

     9.     Rights  as Stockholders; Information.  No holder of this Warrant, as
            ------------------------------------
such,  shall  be entitled to vote or be deemed the holder of Common Stock or any
other  securities  of  the  Company  which  may  at  any time be issuable on the
exercise  hereof  for  any  purpose,  nor  shall  anything  contained  herein be
construed  to confer upon the holder of this Warrant, as such, any of the rights
of  a  stockholder  of  the Company or any right to vote for the election of the
directors  or  upon any matter submitted to stockholders at any meeting thereof,
or  to  receive notice of meetings, until this Warrant shall have been exercised
and  the  Warrant  Shares purchasable upon the exercise hereof shall have become
deliverable,  as  provided  herein.  The  foregoing notwithstanding, the Company
will  transmit  to  the  holder  of this Warrant such information, documents and
reports  as  are  generally distributed to the holders of any class or series of
the  securities of the Company concurrently with the distribution thereof to the
stockholders.

     10.     Intentionally  Omitted.

     11.     Additional  Rights.
             ------------------

          11.1  Mergers.  In  the event that the Company undertakes to (i) sell,
                -------
     lease, exchange, convey or otherwise dispose of all or substantially all of
     its  property or business; or (ii) merge into or consolidate with any other
     corporation  (other  than  a  wholly-owned  Subsidiary),  or  effect  any
     transaction  (including  a  merger  or  other  reorganization) or series of
     related  transactions, in which more than fifty percent (50%) of the voting
     power  of the Company is disposed of, the Company will use its best efforts
     to  provide at least thirty (30) days notice to the holder of the terms and

<PAGE>

     conditions  of  the  proposed transaction. The Company shall cooperate with
     the  holder in consummating the sale of this Warrant in connection with any
     such transaction.

     12.     Intentionally Omitted.

     13.     Modification and Waiver.  This Warrant and any provision hereof may
             -----------------------
be  changed,  waived,  discharged or terminated only by an instrument in writing
signed  by  the  party  against  which  enforcement  of  the  same  is  sought.

     14.     Notices.  Unless  otherwise  specifically  provided  herein,  all
             -------
communications  under  this  Warrant  shall be in writing and shall be deemed to
have  been  duly  given  (i)  on the date of service if served personally on the
party  to whom notice is to be given; (ii) on the day of transmission if sent by
facsimile  transmission  to  the  number  shown on the books of the Company, and
telephonic  confirmation  of  receipt  is  obtained promptly after completion of
transmission;  (iii)  on  the  day  after delivery to Federal Express or similar
overnight  courier;  or  (iv)  on  the fifth day after mailing, if mailed to the
party  to  whom  notice  is  to  be  given,  by  first class mail, registered or
certified, postage prepaid, and properly addressed, return receipt requested, to
each  such  holder at its address as shown on the books of the Company or to the
Company at the address indicated therefor on the signature page of this Warrant.
Any  party  hereto  may  change  its  address for purposes of this Section 14 by
                                                                   ----------
giving the other party written notice of the new address in the manner set forth
herein.

     15.     Binding  Effect  on Successors.  This Warrant shall be binding upon
             ------------------------------
any  corporation  succeeding the Company by merger, consolidation or acquisition
of  all or substantially all of the Company's assets, and all of the obligations
of  the  Company  relating  to  the  Common  Stock issuable upon the exercise or
conversion  of  this  Warrant  shall  survive  the  exercise,  conversion  and
termination  of  this  Warrant  and  all  of the covenants and agreements of the
Company  shall  inure to the benefit of the successors and assigns of the holder
hereof.  The  Company  will,  at  the time of the exercise or conversion of this
Warrant,  in  whole  or  in  part,  upon request of the holder hereof but at the
Company's  expense,  acknowledge  in  writing  its  continuing obligation to the
holder hereof in respect of any rights to which the holder hereof shall continue
to  be  entitled  after  such  exercise  or  conversion  in accordance with this
Warrant;  provided,  however,  that the failure of the holder hereof to make any
          --------   -------
such  request  shall  not affect the continuing obligation of the Company to the
holder  hereof  in  respect  of  such  rights.

     16.     Lost  Warrants or Stock Certificates.  The Company covenants to the
             ------------------------------------
holder  hereof  that,  upon  receipt  of evidence reasonably satisfactory to the
Company  of  the  loss,  theft, destruction or mutilation of this Warrant or any
stock  certificate  and,  in  the  case  of any loss, theft or destruction, upon
receipt of an executed lost securities bond or indemnity reasonably satisfactory
to  the  Company,  or  in  the  case  of  any such mutilation upon surrender and
cancellation  of  such  Warrant  or stock certificate, the Company will make and
deliver  a new Warrant or stock certificate, of like tenor, in lieu of the lost,
stolen,  destroyed  or  mutilated  Warrant  or  stock  certificate.

     17.     Descriptive  Headings.  The  descriptive  headings  of  the several
             ---------------------
paragraphs  of  this  Warrant  are  inserted  for  convenience  only  and do not
constitute  a  part  of  this  Warrant.

<PAGE>

     18.     Governing  Law.  This  Warrant  shall  be construed and enforced in
             --------------
accordance with, and the rights of the parties shall be governed by, the laws of
the  State  of  Florida.

     19.     Intentionally  Omitted.

     20.     Remedies.  In  case  any  one  (1)  or  more  of  the covenants and
             --------
agreements  contained  in  this  Warrant  shall  have been breached, the holders
hereof  (in the case of a breach by the Company), or the Company (in the case of
a  breach  by  a holder), may proceed to protect and enforce their or its rights
either by suit in equity and/or by action at law, including, but not limited to,
an  action  for  damages  as  a  result  of any such breach and/or an action for
specific  performance  of  any  such  covenant  or  agreement  contained in this
Warrant.

     21.     Acceptance.  Receipt  of  this  Warrant  by the holder hereof shall
             ----------
constitute  acceptance  of  and agreement to the foregoing terms and conditions.

     22.     No Impairment of Rights.  The Company will not, by amendment of its
             -----------------------
Certificate  of Incorporation or through any other means, avoid or seek to avoid
the  observance  or performance of any of the terms of this Warrant, but will at
all  times in good faith assist in the carrying out of all such terms and in the
taking of all such action as may be necessary or appropriate in order to protect
the  rights  of  the  holder  of  this  Warrant  against  impairment.

     IN  WITNESS  WHEREOF, the Company has caused this Warrant to be executed on
its  behalf  by  one  of  its  officers  thereunto  duly  authorized.


                                   CYTATION  CORPORATION


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


Dated:  January  __,  2006.

                          NOTICE TO FLORIDA RESIDENTS:
                          ---------------------------

     WHERE  SALES ARE MADE TO FIVE OR MORE PERSONS IN FLORIDA (EXCLUDING CERTAIN
INSTITUTIONAL  PURCHASERS  DESCRIBED  IN  SECTION  517.061(7)  OF  THE  FLORIDA
SECURITIES AND INVESTOR PROTECTION ACT) (THE "ACT"), ANY SUCH SALE MADE PURSUANT
TO  SECTION  517.061(11)  OF  THE  ACT SHALL BE VOIDABLE BY THE PURCHASER EITHER
WITHIN  THREE  DAYS  AFTER  THE  FIRST  TENDER  OF CONSIDERATION IS MADE BY SUCH
PURCHASER TO THE ISSUER, OR AN AGENT OF THE ISSUER, OR AN ESCROW AGENT OR WITHIN
THREE  DAYS  AFTER  THE  AVAILABILITY  OF THAT PRIVILEGE IS COMMUNICATED TO SUCH
PURCHASER,  WHICHEVER  OCCURS  LATER.

<PAGE>

                                    EXHIBIT A
                               NOTICE OF EXERCISE


To:

1.     The  undersigned hereby elects to purchase      shares of Common Stock of
                                                 ------
            pursuant  to the terms of the attached Warrant, and tenders herewith
------------
payment  of  the  purchase  price  of  such  shares  in  full.

2.     Please  issue  a  certificate or certificates representing said shares in
the  name  of  the  undersigned  or in such other name or names as are specified
below:


                        ----------------------------
                                   (Name)


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

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

3.     The  undersigned  represents that the aforesaid shares are being acquired
for the account of the undersigned for investment and not with a view to, or for
resale in connection with, the distribution thereof and that the undersigned has
no  present  intention  of  distributing  or  reselling such shares.  In support
thereof,  the  undersigned  has  executed an Investment Representation Statement
attached  hereto  as  Schedule  1.



                                                  ------------------------------
                                                 (Signature)


---------------------------
      (Date)

<PAGE>