EXHIBIT 10.2

                            INVESTOR RIGHTS AGREEMENT

     This  INVESTOR  RIGHTS  AGREEMENT  (this "AGREEMENT") is entered into as of
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January     ,  2006,  by  and among Cytation Corporation, a Delaware corporation
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(the  "COMPANY"),  each  of  the  persons  identified  as  Series A investors on
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Exhibit  A  attached  to  this Agreement (the "SERIES A INVESTORS"), each of the
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persons  identified as shareholders of DeerValley Acquisitions, Corp. on Exhibit
                                                                         -------
B  attached to this Agreement (the "DVA SHAREHOLDERS"), and Vicis Capital Master
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Fund  (the  "LENDER").  The  Series A Investors, DVA Shareholders and the Lender
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are  collectively  referred  to  as  the  "SECURITY  HOLDERS")
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                                    RECITALS
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     A.     Each  Series A Investor  has executed and delivered to the Company a
Securities  Purchase  and Share Exchange Agreement (the "PURCHASE AGREEMENT") to
purchase  Series  A Convertible Preferred Stock, Series A Warrants, and Series B
Warrants; each DVA Shareholder has executed and delivered the Purchase Agreement
in  connection with the acquisition of either Series B Preferred Stock or Series
C  Preferred  Stock  and  Series  C  Warrants,  if applicable, as set forth in a
schedule  attached  to  the  Purchase Agreement; and the Lender has executed and
delivered  the Purchase Agreement in connection with its acquisition of a Series
D  Warrant.  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 and Series D Warrant are collectively referred to
as  the  "SECURITIES."
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     B.     To  induce  the  Series  A  Investors,  the DVA Shareholders and the
Lender  to  acquire  the Securities, the Security Holders and the Company hereby
agree  that  this  Agreement shall govern the rights of the Security Holders and
the  Company.


     NOW, THEREFORE, in consideration of the foregoing recitals and for good and
other  valuable consideration hereinafter set forth, the receipt and sufficiency
of  which  are  hereby acknowledged, the parties hereto, intending to be legally
bound,  hereby  agree  as  follows:

     1.     DEFINITIONS.  For  purposes  of  this  Agreement:
            -----------

          "AFFILIATE"  means  with  respect  to  any  individual,  corporation,
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     partnership,  association,  trust,  or  any  other  entity (in each case, a
     "PERSON"), any Person that, directly or indirectly, Controls, is Controlled
      ------
     by,  or  is  under  common  Control  with  such  Person, including, without
     limitation,  any  general  partner,  executive officer, or director of such
     Person  or  any  holder of ten percent or more of the outstanding equity or
     voting power of such Person.

          "CERTIFICATE  OF  DESIGNATIONS"  means  the  Company's  Certificate of
           -----------------------------
     Designations,  Preferences and Rights of the Series A Convertible Preferred
     Stock

          "COMMON STOCK" means shares of the Company's common stock.
           ------------

          "CONTROL"  means  the  possession, directly or indirectly, of power to
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     direct  or  cause  the direction of management or policies (whether through
     ownership of voting securities, by agreement or otherwise).


          "EXCHANGE  ACT" means the Securities Exchange Act of 1934, as amended,
           -------------
     and the rules and regulations promulgated thereunder.

<PAGE>

          "EXEMPT  SECURITIES" means (i) shares of Common Stock issued or deemed
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     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 up
     to  5,000  shares  of  Common  Stock  per month issued or issuable to third
     party(ies)  in  connection  with  the  provision  of guarantees for certain
     obligations  of  the  Company); (ii) the issuance of securities pursuant to
     the  conversion  or  exercise  of  convertible  or  exercisable  securities
     outstanding  on  the  date  hereof;  (iii) shares of Common Stock issued in
     connection  with any stock split or stock dividend of the Company; (iv) the
     issuance of shares of Common Stock of the Company in connection with a bona
     fide joint venture or business acquisition of or by the Company approved by
     the  Board  of Directors, whether by merger, consolidation, sale of assets,
     sale  or exchange of stock, or otherwise; provided that, at the time of any
     such issuance under this clause (iv), the aggregate of such issuances under
     clause  (iv) in the 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);  (v)  the  issuance  of  Series  A  Preferred  Stock, Series B
     Preferred  Stock,  Series  C  Preferred  Stock, Series A Warrants, Series B
     Warrants,  Series  C  Warrants,  and  Series  D  Warrant (including penalty
     warrants  issued  pursuant  to  Section  2.1  below) in connection with the
     Offering,  and  the issuance of Common Stock upon conversion or exercise of
     the  Series A Preferred Stock, Series B Preferred Stock, Series C Preferred
     Stock,  Series A Warrants, Series B Warrants, Series C Warrants or Series D
     Warrant  (including penalty warrants issued pursuant to Section 2.1 below);
     (vi)  warrants issued to Midtown Partners & Co., LLC, as placement agent in
     connection  with  the  Offering,  and  shares  of  Common  Stock  issued in
     connection  with  the  exercise  thereof; (vii) the Qualified Financing (as
     defined  in  the Certificate of Designations); and (viii) in the event less
     that  than  750,000  shares  of  Series A Preferred Stock are issued at the
     Initial Closing, that number of shares of Series A Preferred Stock equal to
     750,000,  minus  the number of shares of Series A Preferred Stock issued at
     the Initial Closing.

          "GAAP" means generally accepted accounting principles.
           ----

          "HOLDER" means any Series A Investor, DVA Shareholder or Lender owning
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     or  having  the  right  to  acquire Registerable Securities or any assignee
     thereof.

          "IMMEDIATE  FAMILY  MEMBER"  means  a  child,  stepchild,  grandchild,
           -------------------------
     parent,  stepparent,  grandparent,  spouse,  sibling,  mother-in-law,
     father-in-law,  son-in-law,  daughter-in-law,  brother-in-law,  or
     sister-in-law,  including  adoptive  relationships, of a person referred to
     herein.


          "INDEBTEDNESS"  means,  as  applied  to  any  Person, all obligations,
           ------------
     contingent  and  otherwise,  that,  in  accordance  with  GAAP,  should  be
     classified  upon  such  Person's  balance sheet as liabilities, or to which
     reference  should be made by footnotes thereto, including, in any event and
     whether  so  classified:  (a)  all  debt  and similar monetary obligations,
     whether  direct  or  indirect, (b) all liabilities secured by any mortgage,
     pledge,  security  interest, lien, charge, or other encumbrance existing on
     property  owned  or  acquired  subject thereto, irrespective of whether the
     liability  secured  thereby  shall  have  been assumed; (c) all guarantees,

<PAGE>

     endorsements, and other contingent obligations, whether direct or indirect,
     in  respect  of  indebtedness of others, including any obligation to supply
     funds to or in any manner to invest in, directly or indirectly, the debtor,
     to  purchase  indebtedness,  or to assure the owner of indebtedness against
     loss, through an agreement to purchase goods, supplies, or services for the
     purpose  of enabling the debtor to make payment of the indebtedness held by
     such  owner or otherwise; and (d) the obligation to reimburse the issuer in
     respect of any letter of credit.

          "INITIAL  CLOSING"  means  the  first  closing  of the sale of Company
           ----------------
     Securities to the Series A Investors, DVA Shareholders and Lender.

          "NEW  SECURITIES"  means equity securities of the Company, whether now
           ---------------
     authorized  or not, or rights, options, or warrants to purchase such equity
     securities,  or  securities of any type whatsoever that are, or may become,
     convertible  into  or  exchangeable  into  or  exercisable  for such equity
     securities;  provided,  however,  that New Securities shall not include the
                  ------------------
     Exempt Securities.

          "OFFERING" means the Company's offering of (a) up to 750,000 shares of
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     Series  A  Preferred Stock, at a price of $10.00 for each share of Series A
     Preferred  Stock,  and  (b) up to 76,201 shares of Series B Preferred Stock
     and Series C Preferred Stock, in the aggregate.

          "PREFERRED STOCK" means shares of the Company's preferred stock.
           ---------------

          "REGISTER,"  "REGISTERED,"  and "REGISTRATION" refer to a registration
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     effected  by  preparing  and  filing  a  registration  statement or similar
     document  in  compliance  with  the  Securities Act, and the declaration or
     ordering of effectiveness of such registration statement or document.

          "REGISTERABLE  SECURITIES THEN OUTSTANDING" means the number of shares
           -----------------------------------------
     determined  by adding the number of shares of Common Stock outstanding that
     are,  and  the  number  of shares of Common Stock issuable pursuant to then
     exercisable or convertible securities that are, Registerable Securities.

          "SEC" means the United States Securities and Exchange Commission.
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          "SEC  RULE  144"  means  Rule  144  promulgated  by  the SEC under the
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     Securities Act.

          "SEC  RULE  144(E)" means Rule 144(e) promulgated by the SEC under the
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     Securities Act.

          "SECURITIES ACT" means the Securities Act of 1933, as amended, and the
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     rules and regulations promulgated thereunder.

          "SERIES  A  PREFERRED  STOCK"  means  shares of the Company's Series A
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     Convertible Preferred Stock, $10.00 stated value.

          "SERIES  B  PREFERRED  STOCK"  means  shares of the Company's Series B
           ---------------------------
     Convertible Preferred Stock, no stated value.

          "SERIES  C  PREFERRED  STOCK"  means  shares of the Company's Series B
           ---------------------------
     Convertible Preferred Stock, no stated value.

          "SERIES  A  WARRANTS"  means  the  Series  A  Warrants to the Series A
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     Investors in connection with the Offering.

<PAGE>

          "SERIES  B  WARRANTS"  means  the  Series  B  Warrants to the Series A
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     Investors in connection with the Offering.

          "SERIES  C  WARRANTS"  means  the Series C Warrants to TotalCFO (a DV
           -------------------
     Shareholder) in connection with the Offering.

          "SERIES  D WARRANT" means the Series D Warrant to Lender in connection
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     with the Offering.

          "SHARES"  means  shares  of  capital  stock of the Company at any time
           ------
     outstanding, including shares of Preferred Stock and shares of Common Stock
     issued  or  issuable  upon  exercise or conversion, as applicable, of stock
     options,  warrants, or other convertible securities of the Company, in each
     case,  now  owned  or  subsequently  acquired  by  any stockholder, or such
     stockholder's successors or assigns.

          "SUBSIDIARY"  means  any entity of which securities or other ownership
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     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
     Company, including without limitation, Company.

     2. REGISTRATION RIGHTS. The Company covenants and agrees as follows:
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     2.1  REGISTRATION  RIGHTS  UPON  COMPLETION  OF INITIAL CLOSING; ADDITIONAL
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     WARRANTS.
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     (a)  The  Company  hereby  agrees  to file, at its sole cost and expense, a
registration  statement  on  Form  SB-2 (or an alternative available form if the
Reporting  Company  is  not  eligible  to  file  a Form SB-2) (the "REGISTRATION
                                                                    ------------
STATEMENT")  with  the  SEC  no later than sixty (60) days after the date of the
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Initial Closing, registering the following securities issued by the Company: (i)
all  shares  of  Common Stock issued or issuable upon conversion of the Series A
Preferred  Stock;  (ii)  all  shares  of  Common  Stock  issued or issuable upon
exercise  of  the  Series A Warrants; (iii) all shares of Common Stock issued or
issuable upon exercise of the Series B Warrants; (iv) all shares of Common Stock
issued or issuable pursuant to Section 4.1 below; (v) all shares of Common Stock
                               -----------
issued or issuable upon exercise of penalty warrants, if any, issued pursuant to
Section  2.1(b)  below;  (vi) all shares of Common Stock issued or issuable upon
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exercise  of  the  Series  B  Preferred  Stock; (vii) all shares of Common Stock
issued  or  issuable  upon  exercise of the Series C Preferred Stock; (viii) all
shares  of  Common  Stock  issued  or  issuable  upon  exercise  of the Series C
Warrants;  and  (ix) all shares of Common Stock issued or issuable upon exercise
of  the  Series  D  Warrant  (collectively,  the "REGISTERABLE SECURITIES"). The
                                                  -----------------------
Company hereby agrees to use its best efforts to have the Registration Statement
declared effective by the SEC within one hundred fifty (150) days after the date
of the Initial Closing; provided, however, that if the Company receives a review
                        -----------------
by,  and  comments  from,  the  SEC, then the registration effective date may be
extended  by  an additional thirty (30) days without penalties accruing pursuant
to Section 2.1(b) below.
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     (b)  If  the  Company does not file the Registration Statement within sixty
(60)  days  after the date of the Initial Closing (the "FILING DEADLINE"), then,
                                                        ---------------
in  lieu  of  monetary  damages  or  specific  performance,  the  Company  shall
immediately  issue  to the each Series A Investor an additional Series A Warrant
exercisable for the number of shares of Common Stock equal to 1.5% of the sum of
(i)  the number of shares of Common Stock issuable upon conversion of the Series
A  Preferred  Stock  held by each such Series A Investor, and (ii) the number of

<PAGE>

shares  of  Common Stock issuable upon exercise of the Series A Warrants held by
each  such  Series  A Investor. In addition, for each subsequent thirty (30) day
period  after  the Filing Deadline that the Registration Statement is not filed,
then,  in  lieu  of  monetary damages or specific performance, the Company shall
issue  to  each Series A Investor an additional Series A Warrant exercisable for
the  number of shares of Common Stock equal to 1.5% of the sum of (i) the number
of  shares  of  Common  Stock issuable upon conversion of the Series A Preferred
Stock  held  by  each  such  Series A Investor, and (ii) the number of shares of
Common  Stock  issuable upon exercise of the Series A Warrants held by each such
Series  A  Investor;  provided,  however,  that  in no event shall the aggregate
number of shares of Common Stock issuable upon exercise of the Series A Warrants
issued  pursuant to this Section 2.1(b) exceed nine percent (9.0%) of the Common
Stock issuable upon conversion of the Series A Preferred Stock and upon exercise
of the Series A Warrants originally issued on the date of this Agreement.

     The  penalty warrants issuable under this subparagraph (b) shall be subject
to  equitable  adjustment  whenever  there  shall  occur a stock dividend, stock
split,  combination,  reclassification,  or  other  similar  event affecting the
common  shares  issuable  upon  conversion  of  the Series A Preferred Stock and
exercise  of  the  Series  A  Warrants.

     (c)  If  the  Company's Registration Statement is not declared effective by
the  SEC  within  one  hundred  fifty  (150)  days after the date of the Initial
Closing  (or  one  hundred eighty (180) days if extended, as provided in Section
                                                                         -------
2.1(a)  above),  then,  in lieu of monetary damages or specific performance, the
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Company shall immediately issue to each Series A Investor an additional Series A
Warrant  exercisable  for  the number of shares of Common Stock equal to 1.5% of
the  sum of (i) the number of shares of Common Stock issuable upon conversion of
the  Series  A  Preferred  Stock  into  Common  Stock held by each such Series A
Investor,  and  (ii) the number of shares of Common Stock issuable upon exercise
of  the  Series  A  Warrants held by each such Series A Investor (the "EFFECTIVE
                                                                       ---------
DATE  DEADLINE").  In addition, for each subsequent thirty (30) day period after
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the  Effective  Date  Deadline  that  the Registration Statement is not declared
effective by the SEC, then, in lieu of monetary damages or specific performance,
the Company shall issue to each Series A Investor an additional Series A Warrant
exercisable for the number of shares of Common Stock equal to 1.5% of the sum of
(i)  the number of shares of Common Stock issuable upon conversion of the Series
A  Preferred  Stock  held by each such Series A Investor, and (ii) the number of
shares  of  Common Stock issuable upon exercise of the Series A Warrants held by
each  such  Series  A  Investor;  provided,  however, that in no event shall the
                                  ------------------
aggregate  number of shares of Common Stock issuable upon exercise of the Series
A  Warrants issued pursuant to this Section 2.1(c) exceed nine percent (9.0%) of
                                    -------------
the  Common  Stock  issuable upon conversion of the Series A Preferred Stock and
upon  exercise  of  the  Series A Warrants originally issued on the date of this
Agreement. Issuances under this subparagraph (c) are in addition to any issuance
that may occur under subparagraph (b) above.

     The  penalty warrants issuable under this subparagraph (c) shall be subject
to  equitable  adjustment  whenever  there  shall  occur a stock dividend, stock
split,  combination,  reclassification,  or  other  similar  event affecting the
common  shares  issuable  upon  conversion  of  the Series A Preferred Stock and
exercise  of  the  Series  A  Warrants.  The  penalty  warrants  issuable  under
subparagraph  (b)  above  and  under this subparagraph (c) shall be the sole and
exclusive  remedy  for failure to file the Registration Statement or to have the
Registration  Statement  declared  effective.

     (d)  If  the Company does not file the Registration Statement by the Filing
Deadline, then, in lieu of monetary damages or specific performance, the Company
shall  immediately  issue  to  the Lender a Series A Warrant exercisable for the
number  of  shares  of Common Stock equal to 1.5% the number of shares of Common

<PAGE>

Stock  issued  or  issuable  upon  exercise  of the Series D Warrant held by the
Lender. In addition, for each subsequent thirty (30) day period after the Filing
Deadline that the Registration Statement is not filed, then, in lieu of monetary
damages  or  specific  performance,  the  Company  shall  issue to the Lender an
additional Series A Warrant exercisable for the number of shares of Common Stock
equal  to  1.5%  of the number of shares of Common Stock issued or issuable upon
exercise  of the Series D Warrant held by the Lender; provided, however, that in
                                                      -----------------
no  event  shall  the  aggregate  number of shares of Common Stock issuable upon
exercise  of the Series A Warrants issued pursuant to this Section 2.1(d) exceed
                                                           -------------
nine  percent (9.0%) of the Common Stock issued or issuable upon exercise of the
Series D Warrant originally issued on the date of this Agreement.

     The  penalty warrants issuable under this subparagraph (d) shall be subject
to  equitable  adjustment  whenever  there  shall  occur a stock dividend, stock
split,  combination,  reclassification,  or  other  similar  event affecting the
common  shares  issuable  upon  exercise  of  the  Series  D  Warrant.

     (e)  If  the  Company's Registration Statement is not declared effective by
the SEC by the Effective Date Filing Deadline, then, in lieu of monetary damages
or  specific  performance,  the  Company shall immediately issue to the Lender a
Series  A  Warrant exercisable for the number of shares of Common Stock equal to
1.5% of the number of shares of Common Stock issued or issuable upon exercise of
the Series D Warrant held by the Lender. In addition, for each subsequent thirty
(30)  day  period  after  the  Effective  Date  Deadline  that  the Registration
Statement  is  not  declared  effective  by  the  SEC, then, in lieu of monetary
damages  or  specific  performance,  the  Company  shall  issue to the Lender an
additional Series A Warrant exercisable for the number of shares of Common Stock
equal  to  1.5%  of the number of shares of Common Stock issued or issuable upon
exercise  of the Series D Warrant held by the Lender; provided, however, that in
                                                      -----------------
no  event  shall  the  aggregate  number of shares of Common Stock issuable upon
exercise  of the Series A Warrants issued pursuant to this Section 2.1(e) exceed
                                                           -------------
nine  percent  (9.0%)  of the Common Stock issued or issuable upon conversion of
the  Series  B  Preferred  Stock  or  Series  C Preferred Stock, as applicable,.
Issuances  under  this subparagraph (e) are in addition to any issuance that may
occur under subparagraph (d) above.

     The  penalty warrants issuable under this subparagraph (e) shall be subject
to  equitable  adjustment  whenever  there  shall  occur a stock dividend, stock
split,  combination,  reclassification,  or  other  similar  event affecting the
common shares issuable upon conversion of the Series B Preferred Stock or Series
C  Preferred  Stock,  as  applicable,.  The  penalty  warrants  issuable  under
subparagraph  (d)  above  and  under this subparagraph (e) shall be the sole and
exclusive  remedy  for failure to file the Registration Statement or to have the
Registration  Statement  declared  effective.

     2.2  OBLIGATIONS  OF THE COMPANY. Whenever required under this Section 2 to
          ---------------------------                               ---------
effect  the  registration  of any Registerable Securities, the Company shall, as
expeditiously as reasonably possible:

     (a)  prepare and file with the SEC a registration statement with respect to
such Registerable Securities and use its best efforts to cause such registration
statement  to  become  effective, and keep such registration statement effective
until  all  Holders  of  Registerable  Securities  can  sell  such  Registerable
Securities without restriction within a 180 day period;

     (b)  prepare  and file with the SEC such amendments and supplements to such
registration  statement  and  the  prospectus  used  in  connection  with  such
<PAGE>

registration  statement as may be necessary to comply with the provisions of the
Securities Act with respect to the disposition of all securities covered by such
registration statement;

     (c)  furnish  to  the  Holders  such  numbers  of  copies  of a prospectus,
including  a  preliminary prospectus, in conformity with the requirements of the
Securities  Act,  and  such  other  documents  as they may reasonably request to
facilitate the disposition of Registerable Securities owned by them; and

     (d)  use its best efforts to register and qualify the securities covered by
such registration statement under such other securities or Blue Sky laws of such
jurisdictions  as  shall  be  reasonably  requested  by  the  Holders; provided,
                                                                       --------
however,  that the Company shall not be required in connection therewith or as a
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condition  thereto  to  qualify  to  do business or to file a general consent to
service  of  process  in any such states or jurisdictions, unless the Company is
already subject to service in such jurisdiction and except as may be required by
the Securities Act.

     2.3  FURNISH  INFORMATION.  It  shall  be  a  condition  precedent  to  the
          --------------------
obligations  of  the  Company to take any action pursuant to this Section 2 with
respect  to  the  Registerable  Securities  of  a  Holder that such Holder shall
furnish  to  the  Company  such  information  regarding itself, the Registerable
Securities held by it, and the intended method of disposition of such securities
as  shall  be  reasonably  required  to effect the registration of such Holder's
Registerable Securities.

     2.4 DELAY OF REGISTRATION. No Holder shall have any right to obtain or seek
         ---------------------
an  injunction  restraining  or  otherwise delaying any registration pursuant to
this Agreement as the result of any controversy that might arise with respect to
the interpretation or implementation of this Section 2.
                                             ---------

     2.5  REPORTS  UNDER  EXCHANGE  ACT.  With a view to making available to the
          -----------------------------
Holders  the  benefits  of SEC Rule 144 promulgated under the Securities Act and
any  other rule or regulation of the SEC that may at any time permit a Holder to
sell  securities  of the Company to the public without registration, the Company
agrees to:

     (a)  make  and  keep  public  information  available,  as  those  terms are
understood and defined in SEC Rule 144, at all times after the effective date of
the  first  registration  statement filed by the Company for the offering of its
securities to the general public;

     (b)  file  with  the SEC in a timely manner all reports and other documents
required of the Company under the Securities Act and the Exchange Act; and

     (c)  furnish  to  any  Holder,  so long as the Holder owns any Registerable
Securities,  forthwith  upon request (i) a written statement by the Company that
it  has complied with the reporting requirements of SEC Rule 144, the Securities
Act  and  the  Exchange  Act  (at  any  time after it has become subject to such
reporting  requirements);  (ii)  a  copy  of the most recent annual or quarterly
report  of  the  Company  and  such  other reports and documents so filed by the
Company;  and  (iii)  such  other  information as may be reasonably requested in
availing  any  Holder  of  any  rule  or  regulation of the SEC that permits the
selling of any such securities without registration or pursuant to such form.

     2.6  ASSIGNMENT  OF REGISTRATION RIGHTS. The rights to cause the Company to
          ----------------------------------
register Registerable Securities pursuant to this Section 2 may be assigned (but
                                                  ---------
only  with  all  related obligations) by a Holder to a transferee or assignee of
such  securities,  provided  that:(a)  the  Company is, within a reasonable time
                   --------------

<PAGE>

after  such  transfer,  furnished with written notice of the name and address of
such  transferee  or  assignee  and  the  securities  with respect to which such
registration  rights  are  being  assigned;  and (b) such transferee or assignee
agrees in writing to be bound by and subject to the terms and conditions of this
Agreement.

     2.7  NO  TRADING  IN  COMMON  STOCK UNTIL CERTIFICATE RECEIVED. Each Holder
          ---------------------------------------------------------
hereby  agrees  that,  unless  the  Holder  has  taken  possession  of the stock
certificate  for  Common  Stock,  it or its Affiliates will not (a) lend, offer,
pledge,  sell,  contract  to  sell,  sell  any  option  or contract to purchase,
purchase  any  option or contract to sell, grant any option, right or warrant to
purchase,  or  otherwise  transfer or indirectly dispose of Common Stock not yet
received,  or  (b)  enter  into  any swap or other arrangement that transfers to
another,  in whole or in part, any of the economic consequences of ownership for
Common Stock not yet received.

     3.  RESTRICTIVE  COVENANTS. At any time when a minimum of $3,500,000 of the
         ----------------------
Stated  Value  (as  defined  in the Certificate of Designation) of the shares of
Series  A  Preferred  Stock  is  outstanding,  except  where the vote or written
consent  of the holders of a greater number of shares of the Company is required
by  law, without the written consent or affirmative vote of the holders of fifty
percent  (50%)  of the then-outstanding shares of Series A 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 Company or its Affiliates shall not:

     (a)     either directly or by amendment, merger, consolidation or otherwise
issue  any  New Securities unless the same rank junior to the Series A Preferred
Stock with respect to the distribution of assets on the liquidation, dissolution
or  winding-up  of  the Company and with respect to the payment of dividends and
redemption rights, if applicable; provided, however, the Company may issue up to
$3,000,000  of  New  Securities,  in  the  aggregate,  without the prior written
consent  of  the  Series  A  Investors;  provided,however,  that  (i)  the gross
                                         ----------------
aggregate  proceeds  raised  and  liquidation  preferences shall be no more than
$3,000,000; (ii) the dividend rate shall not exceed ten percent (10%); and (iii)
the holders of the securities issued in connection with such financing shall not
have  voting  rights  more  favorable than voting rights granted to the Series A
Preferred  Stock.;

     (b)     make,  or permit any subsidiary to make, any loan or advance to any
person,  including, without limitation, any employee or director of the Company,
or  incur  any  Indebtedness, except (i) trade payables incurred in the ordinary
course  of  business;  (ii)  one  or  more  debt  facilities used to finance the
purchase  of  raw  materials  for  products  manufactured  by  the  Company  and
inventory;  (iii)  factoring  of  accounts  receivables;  (iv)  surety bonds and
letters of credit issued or obtained in the ordinary course of business; (v) the
refinancing  of  debt existing on the date of this Agreement, upon substantially
similar  terms;  (vi)  up  to  $3,000,000  of  new  Indebtedness; and (vii) debt
incurred  pursuant  to that certain Interest Bearing Non-Convertible Installment
Promissory  Note,  of  even  date  herewith,  that  forms a part of the Purchase
Agreement  (the  "PERMITTED  DEBT");
                  ---------------

     (c)  guarantee,  directly  or  indirectly,  or  permit  any  subsidiary  to
guarantee,  directly  or  indirectly,  any  indebtedness except for indebtedness
permitted in Section 3(b) above;
             -----------

     (d) directly or indirectly, declare, order, pay, make, or set apart any sum
for  any  distribution  or dividend payment, unless all accrued dividends on the
Series A Preferred Stock have been paid;

<PAGE>

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

     (f)     increase  the  authorized  number  of  shares of Preferred Stock or
Series  A  Preferred  Stock.

     4. SERIES A INVESTORS' RIGHT OF FIRST OFFER; MOST FAVORED NATIONS EXCHANGE.
        -----------------------------------------------------------------------

     4.1  RIGHT OF FIRST OFFER. Subject to the terms and conditions specified in
          --------------------
this  Section  4.1  and  applicable  securities laws, if the Company proposes to
      ------------
offer  or  sell  any  New Securities within twelve (12) months after the Initial
Closing, the Company shall first make an offering of such New Securities to each
Series  A Investor in accordance with the following provisions of this Section 4
                                                                       ---------
(the  "RIGHT  OF  FIRST  OFFER");  provided, however, that, for purposes of this
       -----------------------     -----------------
Section  4 only, the New Securities shall be deemed to include securities issued
in  connection with a Qualified Financing. A Series A Investor shall be entitled
to  apportion the right of first offer hereby granted to it among itself and its
partners,  members,  and  Affiliates in such proportions as it deems appropriate
subject  to  any  applicable  securities  laws  limitations  and subject to such
Persons who acquire New Securities becoming a party to this Agreement.

     (a) The Company shall deliver a notice in accordance with the provisions of
Section  6.5  hereof  (the  "OFFER  NOTICE")  to  each of the Series A Investors
------------                 -------------
stating  (i)  its  bona  fide  intention  to offer such New Securities; (ii) the
number  of  such New Securities to be offered; and (iii) the price and terms, if
any, upon which it proposes to offer such New Securities.

     (b)  By  written  notification  received  by  the  Company, within ten (10)
calendar  days after mailing of the Offer Notice, each of the Series A Investors
may  elect to purchase or obtain, at the price and on the terms specified in the
Offer  Notice,  up  to  that  portion  of  such  New  Securities that equals the
proportion  that  the  number  of  shares  of  Common  Stock issued and held, or
issuable  upon  conversion  of  the  Series  A  Preferred  Stock  (and any other
securities  convertible  into,  or  otherwise  exercisable  or exchangeable for,
shares  of Common Stock) then held, by such Series A Investor bears to the total
number  of  shares  of  Common Stock of the Company issued and held, or issuable
upon  conversion of the Series A Preferred Stock then held, by all of the Series
A Investors. The Company promptly shall inform in writing each Series A Investor
that  elects  to  purchase  all  the  shares  available  to  it  (each,  a
"FULLY-EXERCISING  INVESTOR")  of  any  other  Series A Investor's failure to do
 --------------------------
likewise.  During  the  ten  (10)  day  period  commencing after receipt of such
information,  each  Fully-Exercising  Investor  shall be entitled to obtain that
portion  of  the  New  Securities  for which Series A Investors were entitled to
subscribe  but  for which the Series A Investors did not subscribe that is equal
to  the proportion that the number of shares of Common Stock issued and held, or
issuable  upon  conversion  of  Series  A  Preferred  Stock  then  held, by such
Fully-Exercising  Investor  bears  to the total number of shares of Common Stock
issued  and  held,  or  issuable upon conversion of the Series A Preferred Stock
then  held,  by  all  Fully-Exercising  Investors  who  wish  to  purchase  such
unsubscribed shares.

     (c)  If  all New Securities referred to in the Offer Notice are not elected
to  be  purchased  or obtained as provided in Section 4.1(b) hereof, the Company
                                              -------------
may,  during  the  ninety (90) day period following the expiration of the period
provided  in  Section 4.1(b) hereof, offer the remaining unsubscribed portion of
              -------------
such New Securities (collectively, the "REFUSED SECURITIES") to any Person(s) at
                                        ------------------

<PAGE>

a  price  not  less  than, and upon terms no more favorable to the offeree than,
those  specified  in  the  Offer  Notice.  If the Company does not enter into an
agreement  for  the  sale  of  the New Securities within such period, or if such
agreement  is  not consummated within thirty (30) days of the execution thereof,
the  right  provided  hereunder  shall  be  deemed  to  be  revived and such New
Securities shall not be offered unless first reoffered to the Series A Investors
in accordance with this Section 4.1.


     4.2  EXPIRATION  OF RIGHT OF FIRST OFFER. The Right of First Offer provided
          -----------------------------------
to each Series A Investor under this Section 4 shall expire, with respect to any
shares  of  Common  Stock  issued  or  issuable  upon conversion of the Series A
Preferred  Stock  (and  any  other  securities  convertible  into,  or otherwise
exercisable  or  exchangeable for, shares of Common Stock), when such shares are
sold  into  the  public  market pursuant to an effective Registration Statement,
such  that the Right of First Offer provided hereunder to each Series A Investor
shall  not be transferable to any purchaser for value who acquires the shares on
the public market.

     5. Intentionally Omitted.

     6. MISCELLANEOUS.
        -------------

     6.1  TRANSFERS,  SUCCESSORS, AND ASSIGNS; JOINDER. The terms and conditions
          --------------------------------------------
of  this  Agreement  shall  inure  to  the  benefit  of  and be binding upon the
respective  successors  and  assigns  of the parties. Nothing in this Agreement,
express  or implied, is intended to confer upon any party other than the parties
hereto  or  their  respective  successors  and  assigns  any  rights,  remedies,
obligations,  or  liabilities  under  or  by reason of this Agreement, except as
expressly provided in this Agreement.

     6.2  GOVERNING  LAW.  This  Agreement shall be governed by and construed in
          --------------
accordance  with  the  General  Corporation  Law  of  the State of Florida as to
matters  within the scope thereof, and as to all other matters shall be governed
by  and  construed in accordance with the internal laws of the State of Florida,
without regard to its principles of conflicts of laws.

     6.3  COUNTERPARTS.  This  Agreement  may  be  executed  in  any  number  of
          ------------
counterparts  with  the same effect as if all parties hereto had signed the same
document,  and all counterparts shall be construed together and shall constitute
one  instrument.  This  Agreement  may be executed by any party by delivery of a
facsimile  signature,  which  signature shall have the same force as an original
signature.  A  facsimile  or  photocopied  signature  shall  be deemed to be the
functional equivalent of an original for all purposes.

     6.4  HEADINGS.  The headings and subheadings in this Agreement are included
          --------
for  convenience and identification only and are in no way intended to describe,
interpret,  define,  or  limit the scope, extent, or intent of this Agreement or
any provision hereof.

     6.5 NOTICES. All notices and other communications given or made pursuant to
         -------
this  Agreement  shall  be in writing and shall be deemed effectively given: (a)
upon  personal  delivery to the party to be notified; (b) when sent by confirmed
electronic  mail  or  facsimile  if  sent  during  normal  business hours of the
recipient,  and if not so confirmed, then on the next business day; (c) five (5)
days  after  having  been  sent  by registered or certified mail, return receipt
requested,  postage  prepaid;  or  (d) one (1) business day after deposit with a
nationally  recognized  overnight  courier,  specifying  next day delivery, with
written  verification  of  receipt.  All  communications  shall  be  sent to the
respective  parties  at  their  address  as  set  forth on the signature page or
Exhibit  "A"  or  Exhibit"B"  hereto,  or to such address or facsimile number as
---------------------------
subsequently  modified  by  written notice given in accordance with this Section
                                                                         -------
6.5. All notices to the Company shall be sent to:
---

<PAGE>

                  Cytation  Corporation
                  Attn:  Charles  G.  Masters
                  4902  Eisenhower  Blvd.
                  Suite  185
                  Tampa,  FL  33634
                  (Fax):  (813)  885-5911

     6.6  COSTS  OF ENFORCEMENT. If any party to this Agreement seeks to enforce
          ---------------------
its  rights  under this Agreement by legal proceedings, the non-prevailing party
shall  pay  all  costs and expenses incurred by the prevailing party, including,
without limitation, all reasonable attorneys' fees.

     6.7  AMENDMENTS  AND WAIVERS. Any term of this Agreement may be amended and
          -----------------------
the  observance of any term of this Agreement may be waived (either generally or
in  a  particular instance and either retroactively or prospectively), only with
the  written  consent  of  the  Company  and  the  holders  of a majority of the
Registrable  Securities  then  outstanding.  Any amendment or waiver effected in
accordance  with  this  paragraph  shall  be  binding  upon  each  holder of any
Registrable  Securities  then  outstanding,  each  future  holder  of  all  such
Registrable  Securities,  and the Company. The Company shall give prompt written
notice  of  any amendment or termination hereof or waiver hereunder to any party
hereto that did not consent in writing to such amendment, termination or waiver.
Any  amendment,  termination, or waiver effected in accordance with this Section
                                                                         -------
6.7  shall  be  binding  on all parties hereto, even if they do not execute such
---
consent.  No  waivers  of  or exceptions to any term, condition, or provision of
this  Agreement,  in  any  one  or  more  instances,  shall  be deemed to be, or
construed  as,  a  further  or continuing waiver of any such term, condition, or
provision.

     6.8  SEVERABILITY.  The  invalidity  or  unenforceability  of any provision
          ------------
hereof  shall  in  no  way  affect  the  validity or enforceability of any other
provision.

     6.9  AGGREGATION  OF  STOCK.  All  shares of Registrable Securities held or
          ----------------------
acquired  by  Affiliates  shall  be  aggregated  together  for  the  purpose  of
determining the availability of any rights under this Agreement.

     6.10  ADDITIONAL  INVESTORS.  Notwithstanding  anything  to  the  contrary
           ---------------------
contained  herein,  if  the  Company  issues  additional shares of the Company's
Series  A  Preferred  Stock  after the date hereof, any purchaser of such shares
shall become a party to this Agreement by executing and delivering an additional
counterpart signature page to this Agreement and, thereafter, shall be deemed an
"Investor" for all purposes hereunder.

     6.11  DELAYS  OR  OMISSIONS.  No  delay  or omission to exercise any right,
           ---------------------
power,  or remedy accruing to any party under this Agreement, upon any breach or
default  of  any  other party under this Agreement, shall impair any such right,
power  or  remedy of such non-breaching or non-defaulting party, nor shall it be
construed  to  be  a  waiver  of  any such breach or default, or an acquiescence
therein, or of any similar breach or default thereafter occurring; nor shall any
waiver of any single breach or default be deemed a waiver of any other breach or
default  theretofore  or  thereafter  occurring.  Any waiver, permit, consent or
approval  of  any  kind  or  character on the part of any party of any breach or
default  under  this  Agreement,  or  any waiver on the part of any party of any
provisions  or  conditions  of  this  Agreement, must be in writing and shall be
effective  only  to  the  extent  specifically  set  forth  in such writing. All
remedies,  either  under  this  Agreement or by law or otherwise afforded to any
party, shall be cumulative and not alternative.

<PAGE>

                  [Signature page to Investor Rights Agreement]


     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first above stated.


                             By:
                                --------------------------------------

                             Name:
                                  ------------------------------------

                             Title:
                                   -----------------------------------

                             PURCHASER  OF  SERIES  A  PREFERRED  STOCK

                             If  an  Individual  Investor:
                             ----------------------------


                             Sign:
                                  ---------------------------------------

                             Print  Name:
                                         --------------------------------

                             If  an  Entity  Investor:
                             ------------------------


                             Print  Name  of  Entity:
                                                     ----------------------
                             Sign:
                                  -------------------------------------
                             Print  Your  Name:
                                               ------------------------
                             Title:
                                   ------------------------------------



<PAGE>

             [Signature page to Investor Rights Agreement continued]

                            DVA  SHAREHOLDER
                            ----------------


                            If  an  Individual  Investor:
                            -----------------------------



                           Sign:
                                ---------------------------------------

                           Print  Name:
                                       --------------------------------


                           If  an  Entity  Investor:
                                                     ------------------



                           Print  Name  of  Entity:
                                                    -------------------

                           Sign:
                                ---------------------------------------

                           Print  Your  Name:
                                             --------------------------

                           Title:
                                 --------------------------------------

<PAGE>

             [Signature page to Investor Rights Agreement continued]


                                   LENDER

                                   VICIS  CAPITAL  MASTER  FUND,


                                   By:
                                      --------------------------

                                   Name:
                                        ------------------------

                                   Title:
                                         -----------------------

                                   Address:
                                           ---------------------

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

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

                                   Facsimile:
                                             -------------------

<PAGE>