EXHIBIT 4.2

                           CERTIFICATE OF AMENDMENT TO
                         CERTIFICATE OF INCORPORATION OF
                              CYTATION CORPORATION

                           CERTIFICATE OF DESIGNATION,
                             PREFERENCES AND RIGHTS
                                       OF
                      SERIES B 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 B CONVERTIBLE PREFERRED STOCK DESIGNATION AND AMOUNT

     49,451  shares  of  the  authorized  and  unissued  Preferred  Stock of the
Corporation  are  hereby  designated "SERIES B 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 B Convertible Preferred
Stock shall be entitled to cast the number of votes equal to the number of whole
shares  of  Common Stock into which the shares of Series B Convertible Preferred
Stock  held by such holder are convertible as of the record date for determining
stockholders  entitled  to vote on such matter.  Except as provided by law or by
the  provisions of Section 2(b) below, holders of Series B Convertible Preferred
                   ------------
Stock shall vote together with the holders of Common Stock, and with the holders
of  any  other series of Preferred Stock the terms of which so provide, together
as  a  single  class.

          b.     Limitations  on  Corporate  Action.  At any time when shares of
                 ----------------------------------
Series  B  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 B Convertible Preferred Stock given in writing

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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 B
Convertible  Preferred  Stock;

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

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

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

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

          a.     Amount.  From  and after the date of the issuance of any shares
                 ------
of  Series  B  Convertible  Preferred Stock, each holder of Series B 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  B  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  B  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 B Convertible Preferred Stock,
calculated  on  the record date for determination of holders entitled to receive
such  dividend.

          b.     Cumulative  Dividends  on Series B Convertible Preferred Stock.
                 --------------------------------------------------------------
Dividends  declared  or  paid for shares of Series B 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 B 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 B 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

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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 B 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 B 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 B Convertible Preferred Stock and any class or series of stock
ranking  on  liquidation  on  a  parity  with the Series B Convertible Preferred
Stock, the full preferential amount to which they shall be entitled, the holders
of  shares  of  Series  B Convertible Preferred Stock and any class or series of
stock ranking on liquidation on a parity with the Series B Convertible Preferred
Stock,  which  shall  include  the  Series  C Convertible Preferred Stock of the
Company  (the  "SERIES  C  PREFERRED  STOCK"),  shall  share  ratably  in  any
distribution of the remaining assets available for distribution in proportion to
the  respective amounts that would otherwise be payable in respect of the shares
held by them upon such distribution if all amounts payable on or with respect to
such  shares  were  paid  in  full.

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

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

               (i)     The  following events shall be deemed to be a liquidation
of  the  Corporation  for  purposes  of  this  Section  4 (a "DEEMED LIQUIDATION
                                               ----------
EVENT"),  unless the holders of a majority of the shares of Series B 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

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

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

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


          (iii)  In  the event of a Deemed Liquidation Event pursuant to Section
                                                                         -------
4(c)(i)(A)(II) or (B) above, if the Corporation does not effect a dissolution of
--------------------
the  Corporation  under  the  Delaware General Corporation Law within sixty (60)
days after such Deemed Liquidation Event, then (A) the Corporation shall deliver
a written notice to each holder of Series B 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  B  Convertible Preferred Stock; and (B) if the holders of at least a
majority  of the then-outstanding shares of Series B 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 B Convertible Preferred
Stock  at  a  price  per  share equal to the Series B 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 B Convertible
Preferred Stock, or if the Proceeds are not sufficient to redeem all outstanding
shares  of  Series B Convertible Preferred Stock, or if the Corporation does not

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have  sufficient  funds  lawfully  available  to  effect  such  redemption,  the
Corporation  shall redeem a pro rata portion of each holder's shares of Series B
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.     Mandatory  Conversion.
            ---------------------

          a.     Contemporaneously  with  the  completion  of  the  increase  in
authorized  shares of Common Stock of the Corporation (the "MANDATORY CONVERSION
DATE")  in  connection  with that certain Securities Purchase and Share Exchange
Agreement,  of  even  date  herewith, by and among Cytation Corporation, certain
shareholders of Cytation a party thereto, DeerValley Acquistions, Corp. ("DVA"),
DVA  shareholders  a  party  thereto,  Vicis  Capital  Master  Fund, and certain
purchasers  of  Series  A  Convertible Preferred Stock a party thereto, (i) each
outstanding share of Series B Convertible Preferred Stock shall automatically be
converted  into one hundred (100) shares of Common Stock, and (ii) the shares of
Series  B  Convertible Preferred Stock may not be reissued by the Corporation as
shares  of  such  series  or  any  other  series  of  Preferred  Stock.

          b.     All  holders  of  record  of  shares  of  Series  B Convertible
Preferred  Stock  shall be given written notice of the Mandatory Conversion Date
and the place designated for mandatory conversion of all such shares of Series B
Convertible  Preferred Stock pursuant to this Section5.  Such notice need not be
                                              --------
given  in  advance  of  the  occurrence  of the Mandatory Conversion Date.  Such
notice  shall  be  sent  by  first class or registered mail, postage prepaid, or
given  by electronic communication in compliance with the provisions of Delaware
corporate  law,  to  each record holder of Series B Convertible Preferred Stock.
Upon  receipt  of  such  notice,  each  holder of shares of Series B Convertible
Preferred  Stock  shall  surrender  his,  her or its certificate(s) for all such
shares  to  the  Corporation  at  the place designated in such notice, and shall
thereunder  receive  certificates  for  the  number of shares of Common Stock to
which  such  holder  is  entitled  pursuant  to  Section5(a).  On  the Mandatory
                                                 -----------
Conversion  Date, all outstanding shares of Series B Convertible Preferred Stock
shall  be deemed to have been converted into shares of Common Stock, which shall
be deemed to be outstanding of record, and all rights with respect to the Series
B  Convertible  Preferred  Stock  so converted, including the rights, if any, to
receive  notices  and  to  vote  (other  than as a holder of Common Stock), will
terminate,  except  the  right  of  the holders thereof, upon surrender of their
certificate(s)  therefor,  to  receive  certificates for the number of shares of
Common  Stock  into  which  such  Series  B Convertible Preferred Stock has been
converted,  and  payment  of  any  declared but unpaid dividends thereon.  If so
required  by  the  Corporation, certificates surrendered for conversion shall be
endorsed  or  accompanied  by  written  instrument(s)  of  transfer,  in  form

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satisfactory  to  the  Corporation, duly executed by the registered holder or by
his,  her  or  its  attorney duly authorized in writing.  As soon as practicable
after  the Mandatory Conversion Date and the surrender of the certificate(s) for
Series  B  Convertible Preferred Stock, the Corporation shall cause to be issued
and delivered to such holder, on his, her or its written order, a certificate or
certificates  for  the  number  of  full shares of Common Stock issuable on such
Conversion  in  accordance  with  the  provisions  hereof.

          c.     All  certificates  evidencing  shares  of  Series B Convertible
Preferred Stock that are required to be surrendered for conversion in accordance
with  the provisions hereof shall, from and after the Mandatory Conversion Date,
be  deemed  to  have  been  retired  and  cancelled  and  the shares of Series B
Convertible  Preferred Stock represented thereby converted into Common Stock for
all  purposes, notwithstanding the failure of the holder(s) thereof to surrender
such  certificate(s)  on  or  prior  to  such  date.  Such  converted  Series  B
Convertible  Preferred Stock may not be reissued as shares of such Series or any
other  series  of  Preferred Stock, and the Corporation may thereafter take such
appropriate action (without the need for stockholder action) as may be necessary
to  reduce  the  authorized  number  of shares of Series B Convertible Preferred
Stock  accordingly.

     6.     Optional  Conversion.  The  holders  of  the  Series  B  Convertible
            --------------------
Preferred  Stock  shall  have  no  optional  conversion  rights.

     7.     Redemption.     There  shall  be no redemption of shares of Series B
            ----------
Convertible  Preferred  Stock.

     8.     Waiver.  Any of the rights, powers, or preferences of the holders of
            ------
Series  B  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  B  Convertible  Preferred  Stock  then  outstanding.



                            [Signature Page Follows]

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     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 B Preferred Certificate of Designations]

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